UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~February 1623, ~~2009~~2010

National Consumer Cooperative Bank (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


United States of America (12 U.S.C. section 3001 et seq.)	2-99779	52-1157795
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

United States of America (12 U.S.C. section 3001 et seq.)	2-99779	52-1157795
601 Pennsylvania Avenue, N.W., North Building, Suite 750 Washington, D.C.	20004
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

601 Pennsylvania Avenue, N.W., North Building, Suite 750 Washington, D.C.		20004
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (202) 349-7444

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnItem November 16, 2009, the National Consumer Cooperative Bank (“NCB”) and its wholly-owned subsidiary NCB Financial Corporation, as guarantor, entered into an Amended and Restated Noteholder Forbearance Agreement (the “Noteholder Forbearance Agreement”) with the holders of its Senior Notes due December 28, 2009 and the holders of its Senior Notes due December 15, 20101.01 ~~Also,~~Amendment ~~on November 16, 2009, NCB entered into an Amended and Restated Forbearance Agreement with respect to its May 1, 2006 revolving credit facility with a syndicate~~ of ~~banks,~~Material ~~with SunTrust Bank as administrative agent, (the “Credit Agreement Forbearance Agreement”, together with the Noteholder Forbearance Agreement, the “Forbearance~~ Agreements~~”).~~

~~The~~On ~~Forbearance~~February 23, ~~Agreements~~2010, ~~extended~~ the ~~forbearance~~National Consumer ~~established~~Cooperative ~~under~~Bank ~~similar~~(“NCCB”) ~~agreements~~and ~~dated~~its wholly-owned subsidiary ~~August 14~~NCB Financial Corporation, ~~2009~~as guarantor, entered into asthe aSeventh ~~result~~Amendment ofand Limited ~~NCB’s~~Waiver ~~default~~to ~~under~~the ~~its~~Note ~~senior~~Purchase ~~notes~~and ~~purchase~~Uncommitted ~~agreement~~Master Shelf Agreement ~~and~~dated ~~its~~as ~~revolving~~of ~~credit~~December 28, ~~facility~~2001 ~~due~~(the to“Noteholder aAmendment”) with ~~violation~~the holders of ~~certain~~its ~~financial~~Senior ~~covenants~~Notes ~~because~~due ~~of increased~~December 28, ~~loan~~2009 ~~loss~~and ~~provisions~~the ~~and~~holders of ~~charge-offs~~its ~~principally~~Senior ~~related~~Notes todue aDecember 28, ~~small~~2010. ~~number~~Also, ofon ~~borrowers~~February 23, ~~experiencing~~2010, ~~pronounced~~NCB ~~financial~~entered ~~difficulties,~~into ~~including~~the ~~several~~Fifth ~~borrowers~~Amendment ~~which~~to ~~have~~Credit ~~filed~~Agreement ~~for~~and Limited ~~bankruptcy.~~Waiver ~~The~~with ~~Forbearance~~respect ~~Agreements~~to ~~were~~its ~~entered~~May 1, ~~into~~2006 ~~under~~revolving ~~customary~~credit ~~terms~~facility ~~and~~with ~~conditions~~a ~~consistent~~syndicate of banks, with ~~the~~SunTrust ~~August 14,~~Bank ~~2009~~as ~~forbearance~~administrative ~~agreements.~~agent, ~~Other~~(the “Credit ~~provisions~~Agreement inAmendment”, together with the ~~Forbearance~~Noteholder ~~Agreements~~Amendment, ~~include:~~the “Amendments”).

•The aAmendments ~~forbearance~~generally ~~period~~extend ~~that will expire on February 17~~through December 15, ~~2009~~2010 ~~under~~ the ~~senior~~waivers ~~note purchase agreement~~ and ~~the~~modifications ~~revolving~~that ~~credit~~have ~~facility~~been byin ~~each~~place since ofAugust 14, ~~the~~2009 ~~counterparties~~ under ~~those~~applicable ~~instruments.~~forbearance •agreements, ~~agreement~~principally with byrespect ~~NCB~~ to acertain ~~minimum~~financial ~~liquidity~~covenants ~~covenant~~breached ~~during~~as ~~the~~a ~~duration~~result of ~~the~~increased loan ~~forbearance~~loss ~~period.~~provisions •and acharge-offs. ~~total~~The ~~principal~~forbearance ~~payment~~agreements ofentered ~~$31~~into on ~~million~~November 16, ~~with~~2009 ~~additional~~expired ~~monthly~~on ~~cash~~February 17, ~~payments~~2010. ~~consisting~~At ofthat ~~cash~~time, inthe parties ~~excess~~were ofactively anegotiating ~~specified~~the ~~level.~~above-mentioned •amendments ~~the~~and ~~payment~~waivers and ofextended athe forbearance ~~fee~~through ofFebruary 23, 502010. ~~basis~~No ~~points~~amendment, waiver ofor ~~the~~other ~~aggregate~~fees ~~outstanding~~were ~~principal~~required ~~amount~~to ofbe ~~the~~paid ~~senior~~in ~~notes~~connection ~~and~~with the ~~aggregate principal amount outstanding~~ extension of the ~~revolving~~forbearance ~~credit~~period ~~facility.~~from ~~Total~~February 17, ~~forbearance~~2010 ~~fees~~to ~~are~~February 23, ~~approximately $1~~2010.~~1 million.~~

~~The~~Since ~~foregoing~~August 14, ~~summary~~2009, ofNCCB has paid down the ~~provisions~~aggregate ofdebt ~~the~~outstanding ~~Forbearance~~under ~~Agreements~~the ~~does~~two ~~not~~facilities ~~purport~~from $276.8 million to ~~be complete~~$98 million ~~and~~as isof ~~qualified~~February 23, in2010. ~~its~~This repayment ~~entirety~~has been largely funded by ~~reference~~asset tosales ~~the~~executed ~~Forbearance~~at ~~Agreements~~par ~~which~~or ~~are~~with ~~filed~~discounts asof ~~Exhibits~~less ~~10.8~~than ~~and 10~~1%.~~9 hereto.~~

~~Until~~The aAmendments ~~further~~were ~~agreement~~entered isinto ~~reached with the banks~~ under ~~the revolving credit facility, NCB does~~ ~~not~~customary ~~have~~terms ~~access to the revolving line of credit. NCB intends to use the additional 90-day forbearance period to continue to work with the lenders, noteholders~~ and regulatory authorities to outline and begin implementation of a plan to address its debt burden and maximize liquidity. In the event that NCB is ultimately unable to reach an agreement to amend its existing loan agreements or otherwise repay and extinguish the senior note agreement and revolving credit agreement prior to the expiration or termination of the Forbearance Agreementsconditions, ~~the~~with ~~lenders~~specific ~~and~~provisions ~~the noteholders have~~including: ~~the right to call and demand immediate repayment of any and all amounts due.~~

~~Item 9~~1.01 ~~Financial~~Final ~~Statements~~maturity ~~and~~of ~~Exhibits~~ December 15, 2010 for both facilities;

~~Copies~~2. ofNo ~~the~~amendment ~~Noteholder~~or ~~Forbearance~~other ~~Agreement~~closing ~~and the Credit Agreement Forbearance Agreement are included as Exhibits 10.8 and 10.9, respectively.~~ fee;

~~SIGNATURES~~ 3. Interest rate on both facilities of 13.5%;

~~Pursuant~~4. toRequired ~~the~~reductions ~~requirements~~in ofaggregate ~~the~~debt ~~Securities~~outstanding ~~Exchange~~as ~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ follows:

	NATIONAL CONSUMER COOPERATIVE BANK
Date: November 19, 2009	By:	/s/ Richard L. Reed
		Richard L. Reed
		Executive Managing Director, Chief Financial Officer


•		$68 million on April 30, 2010

•		$60 million on June 30, 2010

•		$30 million on September 30, 2010;

~~EXHIBIT~~5. ~~INDEX~~ Fee of 2% of then-outstanding debt if it is not repaid by June 30, 2010;

Exhibit No.		Description
10.8		Amended and Restated Noteholder Forbearance Agreement, dated as of November 16, 2009, among National Consumer Cooperative Bank, NCB Financial Corporation and the holders of National Consumer Cooperative Bank, NCB’s Senior Notes, due December 28, 2009 and Senior Notes due December 15, 2010.
10.9		Amended and Restated Forbearance Agreement, dated as of November 16, 2009, among National Consumer Cooperative Bank, SunTrust Bank, as administrative agent and various banks.

Periodic cash sweeps of available cash over $50 million through June 30, 2010, and $45 million thereafter;

Fee of 0.20% of the then-outstanding debt if the loan to value ratio is greater than as specified on certain days, as follows:


•		37% on February 28, 2010

•		30% on April 30, 2010

•		28% on June 30, 2010

•		28% on September 30, 2010;

NCCB continues not to have access to the revolving line of credit.

NCCB continues to be restricted from issuing any new extensions of credit and remains bound by limitations on the extension of existing credits. As contemplated, over the near term, the lending activities of NCCB will be carried out, in part, by its wholly-owned subsidiary NCB, FSB and its affiliate NCB Capital Impact.

NCCB intends to work to refinance these obligations on or before June 30, 2010 and to reduce the outstanding balance through amortization and continued asset sales to maximize liquidity and preserve capital. In the event that NCCB is ultimately unable to refinance or otherwise meet its amortization obligations under the Amendments, the lenders and the noteholders have the right to call and demand immediate repayment of any and all amounts due.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	NATIONAL CONSUMER COOPERATIVE BANK

Date: February 23, 2010	By:	/s/ Richard L. Reed

		Richard L. Reed
		Executive Managing Director,
		Chief Financial Officer

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