0000950133-08-001370 Sample Contracts

National Consumer Cooperative Bank Third Amendment Dated as of December 28, 2006 to NOTE PURCHASE AND UNCOMMITTED MASTER SHELF AGREEMENT Dated as of December 28, 2001 Re: $55,000,000 5.62 % Senior Notes Due December 28, 2006
Note Purchase And • March 31st, 2008 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York

This Third Amendment dated as of December 27, 2006 (the or this “Third Amendment”) to the Note Purchase and Uncommitted Master Shelf Agreement dated as of December 28, 2001 is between National Consumer Cooperative Bank (d/b/a/ National Cooperative Bank), a banking corporation chartered pursuant to the National Consumer Cooperative Bank Act, as amended, 12 U.S.C. §§3001-3051 (the “Company”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).

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National Consumer Cooperative Bank Fourth Amendment Dated as of December 31, 2007 to NOTE PURCHASE AND UNCOMMITTED MASTER SHELF AGREEMENT Dated as of December 28, 2001
Note Purchase and Uncommitted Master Shelf Agreement • March 31st, 2008 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York

This Fourth Amendment dated as of December 31, 2007 (the or this “Fourth Amendment”) to the Note Purchase and Uncommitted Master Shelf Agreement dated as of December 28, 2001 is between National Consumer Cooperative Bank (d/b/a/ NCB), a banking corporation chartered pursuant to the National Consumer Cooperative Bank Act, as amended, 12 U.S.C. §§3001-3051 (the “Company”), and each of the institutions which is a signatory to this Fourth Amendment (collectively, the “Noteholders”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 31st, 2008 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 16, 2006 by and among NATIONAL CONSUMER COOPERATIVE BANK, D/B/A NATIONAL COOPERATIVE BANK (the “Borrower”), each of the financial institutions a party hereto (the “Banks”), and SUNTRUST BANK, as Agent (the “Agent”).

National Consumer Cooperative Bank Fifth Amendment Dated as of February 25, 2008 to NOTE PURCHASE AND UNCOMMITTED MASTER SHELF AGREEMENT Dated as of December 28, 2001 Re: $55,000,000 5.62 % Senior Notes Due 2009 $50,000,000 5.60 % Senior Notes Due 2010
Fifth Amendment • March 31st, 2008 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York

This Fifth Amendment dated as of February 25, 2008 (this “Amendment”) to the Note Purchase and Uncommitted Master Shelf Agreement dated as of December 28, 2001 is between National Consumer Cooperative Bank (d/b/a/ National Cooperative Bank), a banking corporation chartered pursuant to the National Consumer Cooperative Bank Act, as amended, 12 U.S.C. §§3001-3051 (the “Company”), and each of the institutions which is a signatory to this Amendment (collectively, the “Noteholders”).

National Consumer Cooperative Bank Second Amendment Dated as of December 31, 2007 to Note Purchase Agreement Dated as of January 8, 2003
Note Purchase Agreement • March 31st, 2008 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York

This Second Amendment dated as of December 31, 2007 (the or this “Second Amendment”) to the Note Purchase Agreement dated as of January 8, 2003 is between National Consumer Cooperative Bank (d/b/a/ NCB), a banking corporation chartered pursuant to the National Consumer Cooperative Bank Act, as amended, 12 U.S.C. §§3001-3051 (the “Company”), and each of the institutions which is a signatory to this Second Amendment (collectively, the “Noteholders”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 31st, 2008 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of December 31, 2007 (this “Amendment”) by and among NATIONAL CONSUMER COOPERATIVE BANK, a corporation chartered by Act of Congress of the United States which conducts business under the trade name NCB (the “Borrower”), the Lenders listed on the signature pages hereof (the “Lenders”) and SUNTRUST BANK, as Administrative Agent (the “Agent”).

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