SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     THIS SECOND  AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this  "Amendment"),
dated as of October 30, 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 and as  amended  on
September 29, 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 October 31, 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 November 15, 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 November 15, 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



















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