National Consumer Cooperative Bank Watch

from 10-K 9 pages Reference Is Made to (I) That Certain Credit Agreement Dated as of May 1, 2006 (As Amended, Restated, Supplemented, or Otherwise Modified From Time to Time, the “Credit Agreement”; Capitalized Terms Used but Not Defined Herein Shall Have the Meaning Ascribed to Such Terms in the Credit Agreement), by and Among National Consumer Cooperative Bank (The “Borrower”), the Administrative Agent, PNC Bank, National Association and Wells Fargo Bank, N.A., Successor-By Merger to Wachovia Bank, National Association, as Co-Syndication Agents (“Syndication Agents”), Calyon New York Branch and Union Bank of California, N.A., as Co-Documentation Agents (“Documentation Agents”), Suntrust Capital Markets, Inc., as Lead Arranger and Book Manager (“Arranger”; Administrative Agent, Syndication Agents, Documentation Agents and the Arranger Are Each an “Agent” and Are, Collectively, the “Agents”), and the Lenders Party Thereto From Time to Time (Each a “Bank” And, Collectively, the “Banks”), (II) That Certain Order to Cease and Desist, Effective as of March 15, 2010, Issued by the Office of Thrift Supervision (The “Ots”) to the Borrower in Connection With the June 2009 Examination Completed by the Ots (The “Order”), and (III) That Certain Supervisory Agreement, Dated as of March 15, 2010, Between Ncb, Fsb and the Ots (The “Supervisory Agreement”). the Borrower Desires to Amend the Credit Agreement and the Administrative Agent and the Banks Are Willing to Accommodate Borrower’s Request on the Terms Set Forth Herein. the Parties Hereto Therefore Agree as Follows, Such Agreements to Be Effective as of February 23, 2010: (A) Section 8.11 of the Credit Agreement Is Hereby Amended and Modified by Deleting Such Section in Its Entirety and Inserting the Following in Lieu Thereof: “8.11 Fdic or Governmental Authority Restrictions

from 10-K 38 pages Fifth Amendment to Credit Agreement and Limited Waiver

from 8-K 36 pages Fourth Amendment to Credit Agreement and Limited Waiver

from 10-K 13 pages Third Amendment to Credit Agreement

from 10-K 9 pages First Amendment to Credit Agreement

from 10-Q 9 pages Second Amendment to Credit Agreement

from 10-Q 24 pages Federal Home Loan Bank of Cincinnati Blanket Security Agreement

from 8-K 128 pages Credit Agreement

from 10-Q 27 pages Amendment No. 4 to Fourth Amended and Restated Loan Agreement

from 10-K 8 pages Federal Home Loan Bank of Cincinnati Commercial Real Estate Addendum to Blanket Agreement for Advances and Security Agreement

from 10-K 10 pages Federal Home Loan Bank of Cincinnati Blanket Agreement for Advances and Security Agreement

from 10-K 17 pages Amendment No. 3 to Fourth Amended and Restated Loan Agreement

from 10-Q 19 pages Amendment No. 2 to Fourth Amended and Restated Loan Agreement

from 10-Q ~1 page First Amendment to Term Loan Agreement

from 10-Q ~20 pages Amendment No. 4 to Third Amended and Restated Loan Agreement

from 10-K 1 page Amendment to Term Loan Agreement This Amendment Is Dated as of the 20 May of December, 1996 Between National Consumer Cooperative Bank ("Company") and Comerica Bank ("Bank") in Connection With That Certain Term Loan Agreement Dated December 29, 1995 Between Company and Bank ("Agreement"). Whereas, Company and Bank Desire to Amend the Agreement in Certain Respects; Therefor, It Is Agreed: 1. Section 6.2 (F)(ii) of the Agreement Is Amended by Replacing the Word "Declare" Appearing as the First Word of Such Section With the Words "Except" as Otherwise Permitted Under the Terms of the Senior Note Agreements, Declare..." 2. Except as Specifically Amended Hereby, All of the Terms and Conditions of the Agreement Remain in Full Force and Effect. Executed as of the Date First Entered Above. National Consumer Cooperative Bank By: Its: Comerica Bank By: Its