FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     THIS FIRST  AMENDMENT TO AGREEMENT  AND PLAN OF MERGER (this  "Amendment"),
dated  as of  September  29,  2009,  is  made  and  entered  into  by and  among
MIDATLANTIC BANCORP,  INC., a Virginia corporation  ("MidAtlantic"),  GAF MERGER
CORP.,  a Virginia  corporation  ("Merger Sub") and Greater  Atlantic  Financial
Corp., a Delaware corporation ("Greater Atlantic").

     WHEREAS,  MidAtlantic,  Merger Sub and  Greater  Atlantic  entered  into an
Agreement and Plan of Merger, dated as of June 15, 2009 (the "Agreement"); and

     WHEREAS, pursuant to the terms of the Agreement,  Merger Sub will be merged
into Greater Atlantic with Greater Atlantic surviving the merger (the "Merger");
and

     WHEREAS,  Section  7.1(d)  of the  Agreement  provides  that  the  Board of
Directors of Greater  Atlantic or MidAtlantic may terminate the Agreement in the
event the Merger is not consummated by September 30, 2009; and

     WHEREAS,  pursuant to Section 8.3 of the  Agreement,  MidAtlantic,  Greater
Atlantic  and Merger  Sub desire to amend  Section  7.1(d) of the  Agreement  to
extend the date on which the  Agreement  may be  terminated if the Merger is not
consummated to October 31, 2009; and

     WHEREAS,  the Boards of Directors  of each of the parties to the  Agreement
have authorized the execution of this Amendment.

     NOW  THEREFORE,  for  valid  consideration,  the  parties  hereto  agree as
follows:


     Amendment to the  Agreement.  Effective  as of the date of this  Amendment,
Section 7.1(d) of the Agreement shall be amended as follows:


     "(d) by either  Acquisition  Corp. or GAFC, in the event that the Merger is
not consummated by October 31, 2009, unless the failure to so consummate by such
time is due to the failure of the party seeking to terminate  this  Agreement to
perform or observe the covenants and  agreements of such party set forth herein;
or"



                           [Signatures on next page.]











     IN WITNESS  WHEREOF,  the parties  hereto have duly  executed and delivered
this Amendment as of the date first written above.

                            MIDATLANTIC BANCORP, INC.

                            By:  /s/ Gary L. Martin
                                 ----------------------------------------------
                                 Name:    Gary L. Martin
                                 Title:   President


                            GAF MERGER CORP.

                            By:  /s/ Gary L. Martin
                                 ----------------------------------------------
                                 Name:    Gary L. Martin
                                 Title:   President


                            GREATER ATLANTIC FINANCIAL CORP.

                            By:  /s/ Carroll E. Amos
                                 ----------------------------------------------
                           Name: Carroll E. Amos
                                 Title:   President and Chief Executive Officer






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      [Signature page to Amendment to Agreement and Plan of Reorganization]