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

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~February~~March 2315, 2010

National Consumer Cooperative Bank ~~(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.)

(Exact name of registrant as specified in its charter)

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


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))

Item 1.01. Amendment of Material Agreements

~~Item~~On 1March 15, 2010, the National Consumer Cooperative Bank (“NCCB”) entered into an agreement with the Office of Thrift Supervision (“OTS”).01 ~~Amendment~~The agreement, a Stipulation and Consent to Order to Cease and Desist and its associated regulatory order, requires the submission of ~~Material~~strategic ~~Agreements~~and other business plans for the period 2010-2011. In addition, the agreement requires that NCCB notify and obtain OTS consent prior to undertaking certain activities, including raising senior executive officer compensation, issuing dividends, or incurring additional debt. NCB Financial Corporation, a wholly-owned non-operating subsidiary of NCCB, entered into a similar consent agreement and is subject to a similar order (together with the NCCB order, the “NCCB/NCBFC Orders”) containing similar restrictions.

OnAt ~~February 23, 2010,~~ the ~~National Consumer~~same ~~Cooperative~~time, ~~Bank~~NCB, ~~(“NCCB”)~~FSB, ~~and~~which ~~its~~is wholly- owned ~~subsidiary~~ by NCB Financial Corporation, ~~as guarantor,~~ entered into ~~the Seventh Amendment and~~a ~~Limited~~Supervisory ~~Waiver~~Agreement towith the ~~Note~~OTS ~~Purchase~~that ~~and~~similarly ~~Uncommitted~~requires ~~Master~~the ~~Shelf~~submission ~~Agreement dated as~~ of ~~December 28,~~strategic ~~2001~~and ~~(the “Noteholder Amendment”)~~related ~~with~~plans for the ~~holders~~2010-2011 ofplanning ~~its~~period. ~~Senior~~The ~~Notes due December 28~~NCB, ~~2009~~FSB ~~and~~Supervisory ~~the~~Agreement ~~holders of~~requires ~~its~~that ~~Senior Notes due December 28~~NCB, ~~2010. Also, on February 23,~~FSB ~~2010,~~notify ~~NCB~~and ~~entered~~obtain ~~into~~OTS ~~the~~consent ~~Fifth~~prior ~~Amendment~~ to ~~Credit~~undertaking ~~Agreement~~certain ~~and~~activities, ~~Limited Waiver~~including ~~with~~raising ~~respect~~senior executive toofficer ~~its May 1~~compensation, ~~2006~~increasing ~~revolving~~asset ~~credit facility with a syndicate of banks~~size, ~~with~~or ~~SunTrust~~issuing ~~Bank~~dividends. asThere ~~administrative~~is ~~agent, (the~~no ~~“Credit~~regulatory ~~Agreement~~order ~~Amendment”,~~associated ~~together~~ with the ~~Noteholder Amendment~~NCB, ~~the~~FSB ~~“Amendments”)~~Supervisory Agreement.

~~The~~NCB, ~~Amendments~~FSB ~~generally~~remains ~~extend~~“well-capitalized” ~~through December 15,~~for ~~2010~~all ~~the~~regulatory ~~waivers~~purposes and ~~modifications~~the ~~that~~agreements ~~have~~do ~~been~~not ~~in place~~require ~~since~~that ~~August 14,~~NCCB ~~2009~~or ~~under applicable forbearance agreements~~NCB, ~~principally with~~FSB ~~respect~~raise tooutside ~~certain~~capital ~~financial~~or ~~covenants~~maintain ~~breached~~a asspecified acapital ~~result~~level ofor ~~increased~~other ~~loan~~financial ~~loss provisions and charge-offs~~metrics. The ~~forbearance~~ agreements ~~entered~~arise ~~into on~~from ~~November 16,~~the ~~2009~~most ~~expired~~recent onOTS ~~February 17,~~examinations ~~2010.~~of ~~At that time~~NCB, ~~the parties~~FSB ~~were actively negotiating the above-mentioned amendments~~ and ~~waivers~~ ~~and extended the forbearance through February 23~~NCCB, ~~2010.~~which ~~No amendment, waiver or other fees~~ were ~~required~~conducted toduring ~~be paid in connection with~~ the ~~extension~~ summer of ~~the forbearance period from February 17, 2010 to February 23, 2010~~2009.

~~Since~~Failure ~~August 14,~~to ~~2009,~~comply ~~NCCB~~with ~~has paid down~~ the ~~aggregate~~agreements ~~debt~~or ~~outstanding~~associated ~~under~~NCCB/NCBFC ~~the~~Orders ~~two~~could ~~facilities~~result ~~from $276.8 million~~in ~~to $98 million as of February 23, 2010. This~~additional ~~repayment~~action ~~has been largely funded~~ by ~~asset~~the ~~sales~~OTS ~~executed at par~~ or ~~with discounts~~other ~~of less than 1%~~regulators.

~~The~~Item 9.01 ~~Amendments~~Financial ~~were~~Statements ~~entered into under customary terms~~ and ~~conditions, with specific provisions including:~~Exhibits

1.Copies ~~Final~~of ~~maturity~~the ofNCCB/NCBFC ~~December~~Orders ~~15,~~and ~~2010~~the ~~for~~Supervisory ~~both~~Agreement ~~facilities;~~are included as Exhibits 10.70, 10.71 and 10.72, respectively.

~~2. No amendment or other closing fee;~~SIGNATURES

3.Pursuant ~~Interest~~to ~~rate~~the onrequirements ~~both~~of ~~facilities~~the Securities Exchange Act of 131934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~5%;~~

4. Required reductions in aggregate debt outstanding as follows:


	NATIONAL CONSUMER COOPERATIVE BANK
Date: March 19, 2010	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;

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

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

7. 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;

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

9. 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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