REVOCABLE PROXY
NORTHFIELD BANCORP, INC.
BALTIMORE, MARYLAND
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SPECIAL MEETING OF STOCKHOLDERS
SEPTEMBER __, 2000
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints the full Board of Directors with full
powers of substitution, to act as attorneys and proxies for the undersigned, to
vote all shares of common stock of Northfield Bancorp, Inc. which the
undersigned is entitled to vote at the special meeting of stockholders, to be
held at Northfield Bancorp's executive offices, 8005 Harford Road, Baltimore,
Maryland on ____________, ____________, 2000 at __:__ _.m., local time, and at
any and all adjournments or postponements thereof, as follows:
1. The approval of the Agreement of Merger dated as of May 16, 2000, by and
among Patapsco Bancorp, Inc., The Patapsco Bank, PN Financial, Inc.,
Northfield Bancorp, Inc. and Northfield Federal Savings Bank, pursuant to
which, among other things, Northfield Bancorp will merge with and into
PN Financial and each share of common stock, par value $.01 per share,
of Northfield Bancorp will be converted into the right to receive $12.50
in cash and 0.24 shares of Patapsco Bancorp Series A Noncumulative
Convertible Perpetual Preferred Stock, par value $.01 per share, plus
cash in lieu of any fractional share of preferred stock, all on and
subject to the terms and conditions contained therein, as more fully
described in the accompanying Proxy Statement/Prospectus;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. An adjournment of the special meeting to a later date, if necessary, to
solicit additional proxies if insufficient shares are present, in
person or by proxy, to approve the merger agreement and the merger.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, such attorneys and proxies are authorized to vote
upon such other business as may properly come before the Special Meeting or any
adjournments or postponements thereof.
The Board of Directors recommends a vote "FOR" the above-listed
propositions.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITIONS LISTED ABOVE. IF ANY OTHER BUSINESS IS
PRESENTED AT THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN
THIS PROXY IN ACCORDANCE WITH THE DETERMINATION OF THE BOARD OF DIRECTORS. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE SPECIAL MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON
THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE MATTERS INCIDENT TO THE CONDUCT
OF THE MEETING.
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Should the undersigned be present and elect to vote at the Special
Meeting or at any adjournment or postponement thereof, then the power of said
attorneys and proxies shall be deemed terminated and of no further force and
effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by written notification to the Secretary of Northfield Bancorp of
his or her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Special Meeting of Stockholders and a
Proxy Statement/Prospectus dated September __, 2000.
Dated: _____________, 2000
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this card was
mailed. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held jointly, each holder
should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
