FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER BETWEEN
                   BCB BANCORP, INC. AND PAMRAPO BANCORP, INC.

     THIS FIRST  AMENDMENT TO AGREEMENT  AND PLAN OF MERGER (this  "Amendment"),
dated as of November  5, 2009,  is made and  entered  into by and  between  BCB,
Bancorp,  Inc., a New Jersey corporation ("BCB"),  and Pamrapo Bancorp,  Inc., a
New Jersey corporation ("Pamrapo").

     WHEREAS,  BCB and Pamrapo  entered  into an  Agreement  and Plan of Merger,
dated as of June 29, 2009 (the  "Agreement")  (defined  terms not defined herein
shall have the meaning given to them in the Agreement); and

     WHEREAS, the parties to the Agreement are authorized to amend the Agreement
to the extent legally allowed; and

     WHEREAS,  Section  3.34  of  the  Agreement  currently  provides  that  the
affirmative  vote of (i) the holders of a majority of the issued and outstanding
shares of  Pamrapo is  necessary  to approve  this  Agreement  and the Merger on
behalf of Pamrapo and (ii) Pamrapo,  as the sole stockholder of Pamrapo Bank, is
required  to approve  the Bank Merger  Agreement  as such,  on behalf of Pamrapo
Bank.  No  other  vote of the  stockholders  of  Pamrapo  or any  Subsidiary  is
required; and

     WHEREAS,  Section  7.1(a)  of the  Agreement  currently  provides  that the
Agreement shall be adopted by the affirmative  vote of the holders of at least a
majority of the  outstanding  shares of Pamrapo  Common  Stock  entitled to vote
thereon and by the affirmative vote of the holders of at least a majority of the
shares  present  in  person or by proxy of BCB  common  stock  entitled  to vote
thereon as a condition to each party's obligation to effect the Merger; and

     WHEREAS,  the  New  Jersey  Business  Corporation  Act  requires  that  the
Agreement be adopted by the affirmative  vote of a majority of the votes cast by
the  holders of shares of common  stock of each of Pamrapo  and BCB  entitled to
vote thereon; 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:

     Amendments to the Agreement.
     ---------------------------

     Effective as of the date of this  Amendment,  Section 3.34 of the Agreement
shall be amended and read as follows:

     Required Vote. The affirmative  vote of (i) a majority of the votes cast by
the holders of shares of Pamrapo  Common  Stock  entitled  to a vote  thereon is
necessary to approve this Agreement and the Merger on behalf of Pamrapo and (ii)

<page>

Pamrapo,  as the sole  stockholder  of Pamrapo  Bank, is required to approve the
Bank Merger  Agreement as such,  on behalf of Pamrapo Bank. No other vote of the
stockholders of Pamrapo or any Subsidiary is required.

     Effective as of the date of this Amendment, Section 7.1(a) of the Agreement
shall be amended and read as follows:

     "(a)  Stockholder  Approval.  This Agreement shall have been adopted by the
affirmative  vote a  majority  of the  votes  cast by the  holders  of shares of
Pamrapo Common Stock entitled to vote thereon and by the  affirmative  vote of a
majority of the votes cast by the holders of shares of BCB Common Stock entitled
to vote thereon."



                           [Signatures on next page.]




                                       2




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

                                                 BCB BANCORP, INC.

                                                 By:    /s/ Mark D. Hogan
                                                        -----------------------
                                                 Name:  Mark D. Hogan
                                                 Title: Chairman

Attest:  /s/ Thomas Coughlin
         ---------------------------
         Thomas Coughlin

                                                 PAMRAPO BANCORP, INC.

                                                 By:    /s/ Daniel J. Massarelli
                                                        -----------------------
                                                 Name:  Daniel J. Massarelli
                                                 Title: Chairman

Attest:  /s/ Margaret Russo
         ---------------------------
         Margaret Russo

























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