NATIONAL CONSUMER COOPERATIVE BANK /DC/
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>



                       AMENDMENT NO. 3 TO

            THIRD AMENDED AND RESTATED LOAN AGREEMENT


     AGREEMENT,  made  as of the 24th day of May,  2000,  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 National Cooperative Bank (the "Borrower");

     The  Banks which have executed this Agreement (individually,
a "Bank" and, collectively, the "Banks");

     FLEET BANK, N.A., as Administrative Agent for the Banks  (in
such capacity, together with its successors in such capacity, the
"Agent"); and

     FLEET BANK, N.A., as Arranger, FIRST UNION NATIONAL BANK, as
Syndication Agent, BANK ONE, as Documentation Agent and  SUNTRUST
BANK,  NASHVILLE,  N.A.,  CREDIT SUISSE  FIRST  BOSTON,  BANK  OF
AMERICA, N.A. and WACHOVIA BANK, N.A., as Co-Agents.

                      W I T N E S S E T H :

     WHEREAS:

     (A)The  Borrower, the Agent and the banks signatory  thereto
(the  "Existing Banks") entered into a certain Third Amended  and
Restated  Loan  Agreement dated as of May  28,  1997,  which  was
amended  pursuant  to (i) Amendment No. 1 to  Third  Amended  and
Restated  Loan  Agreement dated as of  May  27,  1998,  and  (ii)
Amendment  No.  2  to Third Amended and Restated  Loan  Agreement
dated  as  of  May  26, 1999 (as so amended, the  "Original  Loan
Agreement";  the Original Loan Agreement, as amended hereby,  and
as it may hereafter be further amended, modified or supplemented,
is hereinafter referred as the "Loan Agreement");

     (B)The  Borrower wishes to amend the Original Loan Agreement
to,   among  other  things,  (i)  increase  the  aggregate  Total
Commitment from $350,000,000 to $385,000,000, (ii) extend  the  A
Commitment Termination Date to May 23, 2003, and (iii) extend the
B  Commitment Termination Date to May 23, 2001, and the Banks and
the  Agent are willing to amend and supplement the Original  Loan
Agreement on the terms and conditions hereinafter set forth;

     (C)Simultaneously  with the execution and  delivery  hereof,
Wachovia Bank, N.A. (the "New Bank") has agreed to make loans  to
the  Borrower in the amounts set forth opposite its name  on  its
signature  page  hereto and the Borrower desires  to  accept  the
Total Commitment of the New Bank and to cause the New Bank to  be
added  as  a  "Bank"  to the Original Loan Agreement  as  amended
hereby, and the Agent and the Banks are agreeable to the addition
of the New Bank;

     (D)Certain  of  the Existing Banks desire to increase  their
respective Total Commitment to the amount set forth opposite  its
name  on  its signature page hereto and the Borrower  desires  to
accept such increased Total Commitment;

     (E)   Certain  of  the Existing Banks desire  to  reallocate
their  respective Total Commitment (as between its  A  Commitment
and  B Commitment) to the amounts set forth opposite its name  on
its signature page hereto and the Borrower desires to accept such
reallocation of the Total Commitment of each of them; and

     (F)   All  capitalized  terms  used  herein  which  are  not
otherwise  defined  herein  shall have  the  respective  meanings
ascribed thereto in the Original Loan Agreement;

     NOW, THEREFORE, the parties hereto agree as follows:

     Article 1.     Change in Total Commitments.

     Section  1.1    Total Commitments.  From and after the  date
hereof,  for purposes of the Loan Agreement, the Total Commitment
of  each  Bank shall be the sum of the amounts set forth opposite
each Bank's name on the signature pages hereto as the same may be
reduced  pursuant to the terms of the Loan Agreement,  and,  with
respect to each Bank (other than the New Bank), such amount shall
supersede  and  be deemed to amend the amount of  its  respective
Total  Commitment as set forth opposite its name on the signature
pages to the Original Loan Agreement.

     Section  1.2     New  Bank.  The New Bank  agrees  with  the
Borrower, the Banks and the Agent that (i) it will abide  by  the
terms of the Original Loan Agreement as amended hereby, and  (ii)
the  Loan  Agreement shall be binding upon, inure to the  benefit
of, and be enforceable by and against it.

     Section  1.3     Adjustment of Outstanding  Loans.   If  any
Loans  are outstanding under the Original Loan Agreement  on  the
date hereof, the Banks shall on the date hereof, at the direction
of  the  Agent, make appropriate adjustments among themselves  in
order  to  insure  that  the  amount  (and  type)  of  the  Loans
outstanding  to  the  Borrower from  each  Bank  under  the  Loan
Agreement  (as  of  the  date hereof) are  proportionate  to  the
aggregate  amount of all of the Total Commitments,  after  giving
effect  to  the additional Total Commitment of the New Bank,  the
increased  amount  of  the aggregate Total  Commitments  and  the
reallocation of the amounts of the Total Commitment of certain of
the Banks.  The Borrower agrees and consents to the terms of this
Section 1.3.

     Article 2.     Amendments to Original Loan Agreement;  Third
Substituted Notes.

     Section 2.1    The Original Loan Agreement is hereby amended
as follows:

          (a)   The  phrase "the amount set forth  opposite  such
Bank's  name  on  the signature pages hereto"  appearing  in  the
definition  of  the  terms "A Commitment" and "B  Commitment"  in
Article 1 of the Original Loan Agreement shall be deemed to refer
to  the  amounts  set  forth opposite each  Bank's  name  on  the
signature pages hereto.

          (b)   The definition of "A Commitment Termination Date"
appearing in Article 1 is amended by deleting the date  "May  24,
2002 and substituting therefor the date "May 23, 2003".

          (c)   The definition of "B Commitment Termination Date"
appearing in Article 1 is amended by deleting the date  "May  24,
2000" and substituting therefor the date "May 23, 2001".

          (d)   Subsection  2.12(c) (re Additional  Interest)  is
amended  by deleting the amount "$140,000,000" in each  place  it
appears   therein   and   substituting   therefor   the    amount
"$154,000,000".

          (e)   Section 2.13 is deleted in its entirety and there
is substituted therefor the following:

               "(a)  The  A  Loans  made by each  Bank  shall  be
evidenced  by a single promissory note of the Borrower  (each,  a
"Third   Substituted  A  Note"  and,  collectively,  the   "Third
Substituted  A Notes") in substantially the form of  Exhibit  A-1
annexed  to  Amendment No. 3 to Third Amended and  Restated  Loan
Agreement dated as of May 24, 2000 by and among the Borrower, the
banks signatory thereto and the Agent ("Amendment No. 3").   Each
Third Substituted A Note shall be dated the date of Amendment No.
3,  shall  be  payable to the order of such Bank in  a  principal
amount equal to such Bank's A Commitment as in effect on the date
of  Amendment No. 3 and shall otherwise be duly completed. All  A
Loans   made  by  each  Bank  hereunder  and  all  payments   and
prepayments  made  on account of the principal thereof,  and  all
conversions of such A Loans shall be recorded by such Bank on the
schedule  attached  to  the  relevant Third  Substituted  A  Note
(provided  that  any  failure  by such  Bank  to  make  any  such
endorsement  shall  not affect the obligations  of  the  Borrower
hereunder  or under such Third Substituted A Note in  respect  of
such A Loans).

               (b)   The  B  Loans  made by each  Bank  shall  be
evidenced  by a single promissory note of the Borrower  (each,  a
"Third   Substituted  B  Note"  and,  collectively,  the   "Third
Substituted  B Notes") in substantially the form of  Exhibit  A-2
annexed to Amendment No. 3.  Each Third Substituted B Note  shall
be  dated  the date of Amendment No. 3, shall be payable  to  the
order  of such Bank in a principal amount equal to such Bank's  B
Commitment as in effect on the date of Amendment No. 3 and  shall
otherwise  be  duly  completed.  All B Loans made  by  each  Bank
hereunder and all payments and prepayments made on account of the
principal thereof, and all conversions of such B Loans  shall  be
recorded  by  such Bank on the schedule attached to the  relevant
Third Substituted B Note (provided that any failure by such  Bank
to  make any such endorsement shall not affect the obligations of
the Borrower hereunder or under such Third Substituted B Note  in
respect of such B Loans).

               (c)   The Swing Line Loans made by the Swing  Line
Lender  shall  be evidenced by a single promissory  note  of  the
Borrower  (the "Third Substituted Swing Line Note") substantially
in the form of Exhibit A-3 annexed to Amendment No. 3.  The Third
Substituted Swing Line Note shall be dated the date of  Amendment
No. 3, shall be payable to the order of the Swing Line Lender  in
a  principal  amount equal to the Swing Line Loan Commitment  and
shall  be otherwise duly completed. All Swing Line Loans made  by
the  Swing Line Lender hereunder and all payments and prepayments
on  account  of  the principal thereof shall be recorded  by  the
Swing   Line  Lender  on  the  schedule  attached  to  the  Third
Substituted  Swing Line Note (provided, that any failure  by  the
Swing  Line Lender to make such endorsement shall not affect  the
obligations  of  the  Borrower  hereunder  or  under  the   Third
Substituted Swing Line Note)."

     Section 2.2    In order to evidence the Loans and the  Swing
Line  Loan,  as  amended hereby, the Borrower shall  execute  and
deliver to each Bank, as the case may be, simultaneously with the
execution  and delivery hereof, promissory notes payable  to  the
order of such Bank in substantially the form of Exhibits A-1, A-2
and  A-3  (in  the case of the Swing Line Lender) annexed  hereto
(hereinafter  referred to individually as  a  "Third  Substituted
Note"  and collectively as the "Third Substituted Notes").   Each
of  the Banks (other than the New Bank) shall, upon the execution
and  delivery by the Borrower of its applicable Third Substituted
Notes  as  herein  provided, mark the  Second  Substituted  Notes
delivered  to  it in connection with Amendment  No.  2  to  Third
Amended  and  Restated Loan Agreement dated as of  May  26,  1999
"Replaced  by  Third  Substituted Note" and return  them  to  the
Borrower.

     Section  2.3     (a)   All references in the  Original  Loan
Agreement  or  any other Loan Document to the "Loan(s)",  the  "A
Note(s)",  the "B Note(s)", the "Swing Line Note", the  "Note(s)"
and  the  "Loan Documents" shall be deemed to refer respectively,
to  the  Loan(s)  as  amended hereby,  the  Third  Substituted  A
Note(s),  the Third Substituted B Note(s), the Third  Substituted
Swing  Line  Note,  the Third Substituted Note(s)  and  the  Loan
Documents  as  defined  in the Original Loan  Agreement  together
with,  and  as  amended  by,  this Amendment  No.  3,  the  Third
Substituted  Notes and all agreements, documents and  instruments
delivered pursuant thereto or in connection therewith.

               (b)  All references in the Original Loan Agreement
and the other Loan Documents to the "Loan Agreement", and also in
the  case  of  the  Original Loan Agreement to "this  Agreement",
shall  be  deemed  to  refer to the Original Loan  Agreement,  as
amended hereby.

     Section  2.4     The Original Loan Agreement and  the  other
Loan  Documents  shall  each be deemed amended  and  supplemented
hereby  to  the extent necessary, if any, to give effect  to  the
provisions of this Agreement.

     Article 3.     Representations and Warranties.

     The Borrower hereby confirms, reaffirms and restates to each
of  the  Banks  and  the  Agent all of  the  representations  and
warranties set forth in Article 3 of the Original Loan  Agreement
as  if  such representations and warranties were made as  of  the
date  hereof,  except  for  changes in  the  ordinary  course  of
business  which,  either  singly or in  the  aggregate,  are  not
materially adverse to the business or financial condition of  the
Borrower.

     Article   4.       Conditions  to  Effectiveness   of   this
Agreement.

          This Amendment No. 3 to Third Amended and Restated Loan
Agreement  shall become effective on the date of the  fulfillment
(to  the  satisfaction of the Agent) of the following  conditions
precedent:

          (a)   This Amendment No. 3 shall have been executed and
delivered to the Agent by a duly authorized representative of the
Borrower, the Agent and each Bank.

          (b)  The Borrower shall have executed and delivered  to
each  Bank  its Third Substituted A Note and Third Substituted  B
Note  and  with  respect  to the Swing  Line  Lender,  the  Third
Substituted Swing Line Note.

          (c)    The  Agent  shall  have  received  a  Compliance
Certificate  from  the Borrower dated the  date  hereof  and  the
matters  certified therein, including, without  limitation,  that
after giving effect to the terms and conditions of this Amendment
No. 3, no Default or Event of Default shall exist, shall be true.

          (d)   Shea  &  Gardner, counsel to the Borrower,  shall
have  delivered  its  legal opinion to the  Agent,  in  form  and
substance satisfactory to the Agent and its counsel.

          (e)   The  Agent  shall  have received  copies  of  the
following:

                    (i)  Copies of all corporate action taken  by
the Borrower to authorize the execution, delivery and performance
of   this  Amendment  No.  3,  the  Substituted  Notes  and   the
transactions contemplated hereby, certified by its secretary;

                    (ii) A certificate from the secretary of  the
Borrower to the effect that the By-laws of the Borrower delivered
to  the  Agent pursuant to the Original Loan Agreement  have  not
been  amended  since  the  date of such delivery  and  that  such
document  is in full force and effect and is true and correct  as
of the date hereof; and

                    (iii)      An  incumbency  certificate  (with
specimen signatures) with respect to the Borrower.

          (f)   All  legal  matters  incident  hereto  shall   be
satisfactory to the Agent and its counsel.

     Article 5.     Miscellaneous.

     Section  5.1     Article 10 of the Original Loan  Agreement.
The  miscellaneous provisions under Article 10  of  the  Original
Loan  Agreement, together with the definition of all  terms  used
therein, and all other sections of the Original Loan Agreement to
which  Article 10 refers are hereby incorporated by reference  as
if  the  provisions thereof were set forth in full herein, except
that  (i) the terms "Loan Agreement", "Note(s)" and "Loan", shall
be deemed to refer, respectively, to the Original Loan Agreement,
as  amended hereby, the Third Substituted Note(s) and the  Loans,
as amended hereby; (ii) the term "this Agreement" shall be deemed
to  refer to this Agreement; and (iii) the terms "hereunder"  and
"hereto" shall be deemed to refer to this Agreement.

     Section  5.2    Continued Effectiveness.  Except as  amended
hereby,  the Original Loan Agreement and the other Loan Documents
are  hereby  ratified  and confirmed in all  respects  and  shall
remain  in  full  force  and  effect  in  accordance  with  their
respective terms.

     Section  5.3    Counterparts. This Agreement may be executed
by  the parties hereto in one or more counterparts, each of which
shall  be an original and all of which shall constitute  one  and
the same agreement.

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Agreement to be duly executed on the date first above written.


                     NATIONAL CONSUMER COOPERATIVE BANK,
                     D/B/A NATIONAL COOPERATIVE BANK


                     By:
                       Title:





               [SIGNATURES CONTINUED ON FOLLOWING PAGES]



A Commitment                  FLEET BANK, N.A.,
                              as Administrative Agent and as a Bank
$19,000,000                   and as Swing Line Lender


                              By:
                                Name:  Thomas J. Levy
                                Title: Vice President


B Commitment                  Lending Office for Prime Rate
                              Loans and LIBOR Loans and
$28,500,000                   Address for Notices:

                              1185 Avenue of the Americas
                              New York, New York 10036
                              Attn:     Mr. Thomas J. Levy
                                   Vice President

                              Telephone No.: 212-819-5751

                              Telecopier No.: 212-819-4112



A Commitment                  FIRST UNION NATIONAL BANK, as
                              Syndication Agent and as a Bank
$16,000,000


                              By:
                                Name:
                                Title:


B Commitment                  Lending Office for Prime Rate
                              Loans and LIBOR Loans and
$24,000,000                   Address for Notices:

                              First Union National Bank
                              Non-Profit Financial Services Group
                              1970 Chain Bridge Road
                              McLean, Virginia 22102
                              Attn.:    Ms. Patti Lenahan

                              Telephone No.: 703-760-6878

                              Telecopier No.: 703-760-5549



A Commitment                  BANK ONE, NA,
                              as Documentation Agent and as a Bank
$16,000,000

                              By:
                                Name:
                                Title:
B Commitment

$24,000,000
                              Lending Office for Prime Rate
                              Loans and LIBOR Loans and
                              Address for Notices:

                              Bank One, NA
                              One Bank One Plaza/Suite 0155
                              Chicago, Illinois 60670
                              Attn.:    Mr. Steven D. Franklin
                                   Director

                              Telephone No.: 312-732-7949

                              Telecopier No.: 312-732-6222



A Commitment                  SUNTRUST BANK, NASHVILLE, N.A.,
                              as Co-Agent and as a Bank
$16,000,000


                              By:
                                Name:
                                Title:

B Commitment

$24,000,000
                              Lending Office for Prime Rate
                              Loans and LIBOR Loans and
                              Address for Notices:

                              SunTrust Bank, Nashville, N.A.
                              201 Fourth Avenue North
                              Nashville, Tennessee 37219
                              Attn.:     Mr.  Richard B.  Boring, Jr.
                                   Vice President

                              Telephone No.:  615-748-4314

                              Telecopier No.:  615-748-5161




A Commitment                  CREDIT SUISSE FIRST BOSTON,
                              as Co-Agent and as a Bank
$14,000,000


                              By:
                                Name:
                                Title:


B Commitment                  By:
                                Name:
$21,000,000                              Title:


                              Lending Office for Prime Rate
                              Loans and LIBOR Loans and
                              Address for Notices:

                              Credit Suisse First Boston
                              11 Madison Avenue/20th Floor
                              New York, New York  10010-3629
                              Attn.:    Mr. Jay Chall

                              Telephone No.: 212-325-9010

                              Telecopier No.: 212-325-8320



A Commitment                  BANK OF AMERICA, N.A.,
                              as Co-Agent and as a Bank
$14,000,000

                              By:
                                Name:
                                Title:


B Commitment                  Lending Office for Prime Rate
                              Loans and LIBOR Loans and
$21,000,000                   Address for Notices:

                              Bank of America, N.A.
                              901 Main Street/66th Floor
                              Dallas, Texas 75202
                              Attn.:    Ms. Mary Pat Riggins
                                   Vice President

                              Telephone No.: 214-209-0585

                              Telecopier No.: 214-209-0604



A Commitment                  WACHOVIA BANK, N.A.,
                              as Co-Agent and as a Bank
$14,000,000

                              By:
                                Name:
                                Title:


B Commitment                  Lending Office for Prime Rate
                              Loans and LIBOR Loans and
$21,000,000                   Address for Notices:

                              Wachovia Bank, N.A.
                              191 Peachtree Street, N.E.
                              Atlanta, Georgia  30303
                              Attn.:    Mr. Mark A. Edwards
                                   Senior Vice President

                              Telephone No.: 404-332-5137

                              Telecopier No.: 404-332-5905




A Commitment                  PNC BANK, NATIONAL ASSOCIATION

$12,000,000
                              By:
                                Name:
                                Title:


B Commitment                  Lending Office for Prime Rate
                              Loans and LIBOR Loans and
$18,000,000                   Address for Notices:

                              PNC Bank, National Association
                              1600 Market Street/22nd Floor
                              Philadelphia, Pennsylvania 19103
                              Attn.:    Mr. Eric G. Erickson
                                   Vice President

                              Telephone No.: 215-585-5961

                              Telecopier No.: 215-585-6987





A Commitment                  COOPERATIEVE CENTRALE RAFFEISEN-
                              BOERENLEENBANK  B.A., Rabobank
$10,000,000                   International, New York Branch



                              By:
                                Name:
                                Title:


                              By:
                                Name:
                                Title:


B Commitment                  Lending Office for Prime Rate
                              Loans and LIBOR Loans and
$15,000,000                   Address for Notices:

                              Rabobank Nederland New York Branch
                              245 Park Avenue/37th Floor
                              New York, New York 10167
                              Attn:     Mr. Timothy O'Brien
                                   Vice President

                              Telephone No.: 212-916-7826

                              Telecopier No.: 212-808-2585

                              With a copy to:

                              c/o Rabo Support Services
                              10 Exchange Place
                              Jersey City, New Jersey 07302
                              Attention: Corporate Services





A Commitment                  DG BANK DEUTSCHE
                              GENOSSENSCHAFTBANK A.G
$8,000,000                    CAYMAN ISLANDS BRANCH


                              By:
                                Name:
                                Title:






B Commitment                  By:
                                Name:
$12,000,000                     Title:

                              Lending Office for Prime Rate
                              Loans and LIBOR Loans and
                              Address for Notices:

                              DG Bank Deutsche Genossenschaftbank AG
                              Cayman Islands Branch
                              609 Fifth Avenue
                              New York, New York 10017
                              Attn:  Edward Thome
                              Assistant Vice President

                              Telephone No.: 212-745-1464

                              Telecopier No.: 212-745-1422/1566



A Commitment                  UNION BANK OF CALIFORNIA, N.A.

$8,000,000


B Commitment                  By:
                                Name: James L. Chappel
$12,000,000                     Title: Vice President

                              Lending Office for Prime Rate
                              Loans and LIBOR Loans and
                              Address for Notices:

                              Union Bank of California, N.A.
                              445 So. Figueroa Street
                              Los Angeles, California 90071
                              Attn:     James L. Chappel
                                   Vice President

                              Telephone No.: 213-236-4086

                              Telecopier No.: 213-236-5548



A Commitment                  ALLFIRST BANK

$7,000,000

                              By:
                                Name:
                                Title:


B Commitment                  Lending Office for Prime Rate
                              Loans and LIBOR Loans and
$10,500,000                   Address for Notices:

                              Allfirst Bank
                              Financial Institutions Division
                              P.O. Box 1596 (101-710)
                              Baltimore, Maryland 21203
                              Attn:     Ms. Florence Jenkins
                                   Financial Institutions Officer

                              Telephone No.: 410-244-4437

                              Telecopier No.: 410-244-4234




                            EXHIBITS


A-1  Form of Third Substituted A Note
A-2  Form of Third Substituted B Note
A-3 Form of Third Substituted Swing Line Note




                 EXHIBIT A-1 TO AMENDMENT NO. 3
          TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
                          BY AND AMONG
               NATIONAL CONSUMER COOPERATIVE BANK
                               AND
                   CERTAIN BANKS NAMED THEREIN
                               AND
            FLEET BANK, N.A., AS AGENT FOR THE BANKS

                FORM OF THIRD SUBSTITUTED A NOTE


[A Commitment Amount]                        Due May 23, 2003


     FOR VALUE RECEIVED, NATIONAL CONSUMER COOPERATIVE BANK D/B/A
NATIONAL  COOPERATIVE BANK (the "Borrower"), hereby  promises  to
pay  to the order of [__________________] (the "Bank") by payment
to  the  Agent for the account of the Bank the principal  sum  of
[amount  of  A Commitment] ($__________) Dollars (or such  lesser
amount  as  shall equal the aggregate unpaid principal amount  of
the A Loans made by the Bank under the Loan Agreement hereinafter
defined,   shown   on  the  schedule  annexed  hereto   and   any
continuation  thereof), in lawful money of the United  States  of
America  and in immediately available funds on the date or  dates
determined  as  provided in the Loan Agreement but  in  no  event
later than May 23, 2003.

     The  Borrower  further promises to pay to the order  of  the
Bank by payment to the Agent for the account of the Bank interest
on  the  unpaid principal amount of each Loan from the date  such
Loan  is  made until paid in full, payable at such rates  and  at
such times as provided for in the Loan Agreement.

     The  Bank  has been authorized by the Borrower to record  on
the  schedules  annexed to this A Note (or  on  any  continuation
thereof) the amount, type, due date and interest rate of  each  A
Loan made by the Bank under the Loan Agreement and the amount  of
each  payment or prepayment of principal and the amount  of  each
payment of interest of each such A Loan received by the Bank,  it
being understood, however, that failure to make any such notation
shall not affect the rights of the Bank or the obligations of the
Borrower hereunder or under the Loan Agreement in respect of such
Loans.  Such  notations shall be deemed correct, absent  manifest
error.

     This  A  Note is one of the Notes referred to in  the  Third
Amended and Restated Loan Agreement dated as of May 28, 1997,  as
amended  by  Amendment No. 1 to Third Amended and  Restated  Loan
Agreement  dated as of May 27, 1998, Amendment  No.  2  to  Third
Amended and Restated Loan Agreement dated as of May 26, 1999, and
Amendment  No.  3  to Third Amended and Restated  Loan  Agreement
dated  as  of  May 24, 2000 (as so amended, the "Loan Agreement")
among the Borrower, the Banks and Fleet Bank, N.A., as Agent  for
the  Banks and evidences the A Loans made by the Bank thereunder.
[This  Third  Substituted  A  Note supersedes  and  is  given  in
substitution for the Second Substituted A Note dated May 26, 1999
made  by  the  Borrower to the order of the Bank in the  original
principal  amount  of  $__________  but  does  not  constitute  a
novation,   extinguishment  or  termination  of  the  obligations
evidenced  thereby.] Capitalized terms used in this A  Note  have
the respective meanings assigned to them in the Loan Agreement.

     Upon  the  occurrence of an Event of Default under the  Loan
Agreement, the principal hereof and accrued interest hereon shall
become,  or  may be declared to be, forthwith due and payable  in
the  manner, upon the conditions and with the effect provided  in
the Loan Agreement.

     The Borrower may at its option prepay all or any part of the
principal of this A Note before maturity upon and subject to  the
terms provided in the Loan Agreement.

     The   Borrower  agrees  to  pay  costs  of  collection   and
reasonable attorneys, fees in case default occurs in the  payment
of this A Note.

     Presentment  for  payment, notice of dishonor,  protest  and
notice of protest are hereby waived.

     This A Note has been executed and delivered this 24th day of
May,  2000  in  New  York, New York, and shall  be  construed  in
accordance with and governed by the internal laws of the State of
New York.

                         NATIONAL CONSUMER COOPERATIVE BANK D/B/A
                         NATIONAL COOPERATIVE BANK


                         By:
                         Title:




              SCHEDULE TO THIRD SUBSTITUTED A NOTE
           MADE BY NATIONAL CONSUMER COOPERATIVE BANK
                  IN FAVOR OF _________________


     This   Note  evidences  the  Loans  made  under  the  within
described  Agreement,  in the principal  amounts,  of  the  types
(Prime  Rate  Loans or LIBOR Loans) and on the  dates  set  forth
below, subject to the payments or prepayments set forth below:



Date   Prin. Amt.   Due Date   Int. Rate   Amt. of   Balance      Notarion
Made   of Loan      of Loan    on Loan     Payment   Outstanding  Made By



                 EXHIBIT A-2 TO AMENDMENT NO. 3
          TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
                          BY AND AMONG
               NATIONAL CONSUMER COOPERATIVE BANK
                               AND
                   CERTAIN BANKS NAMED THEREIN
                               AND
            FLEET BANK, N.A., AS AGENT FOR THE BANKS

                FORM OF THIRD SUBSTITUTED B NOTE


[B Commitment Amount]                        Due May 23, 2001


     FOR VALUE RECEIVED, NATIONAL CONSUMER COOPERATIVE BANK D/B/A
NATIONAL  COOPERATIVE BANK (the "Borrower"), hereby  promises  to
pay to the order of [_______________] (the "Bank") by payment  to
the  Agent  for  the  account of the Bank the  principal  sum  of
[amount  of  B Commitment] ($_________) Dollars (or  such  lesser
amount  as  shall equal the aggregate unpaid principal amount  of
the B Loans made by the Bank under the Loan Agreement hereinafter
defined,   shown   on  the  schedule  annexed  hereto   and   any
continuation  thereof), in lawful money of the United  States  of
America  and in immediately available funds on the date or  dates
determined  as  provided in the Loan Agreement but  in  no  event
later than May 23, 2001.

     The  Borrower  further promises to pay to the order  of  the
Bank by payment to the Agent for the account of the Bank interest
on  the  unpaid principal amount of each Loan from the date  such
Loan  is  made until paid in full, payable at such rates  and  at
such times as provided for in the Loan Agreement.

     The  Bank  has been authorized by the Borrower to record  on
the  schedules  annexed to this B Note (or  on  any  continuation
thereof) the amount, type, due date and interest rate of  each  B
Loan made by the Bank under the Loan Agreement and the amount  of
each  payment or prepayment of principal and the amount  of  each
payment of interest of each such B Loan received by the Bank,  it
being understood, however, that failure to make any such notation
shall not affect the rights of the Bank or the obligations of the
Borrower hereunder or under the Loan Agreement in respect of such
Loans.  Such  notations shall be deemed correct, absent  manifest
error.

     This  B  Note is one of the Notes referred to in  the  Third
Amended and Restated Loan Agreement dated as of May 28, 1997,  as
amended  by  Amendment No. 1 to Third Amended and  Restated  Loan
Agreement  dated as of May 27, 1998, Amendment  No.  2  to  Third
Amended and Restated Loan Agreement dated as of May 26, 1999, and
Amendment  No.  3  to Third Amended and Restated  Loan  Agreement
dated  as  of  May 24, 2000 (as so amended, the "Loan Agreement")
among the Borrower, the Banks, and Fleet Bank, N.A., as Agent for
the  Banks and evidences the B Loans made by the Bank thereunder.
[This  Third  Substituted  B  Note supersedes  and  is  given  in
substitution for the Second Substituted B Note dated May 26, 1999
made  by  the  Borrower to the order of the Bank in the  original
principal  amount  of  $__________  but  does  not  constitute  a
novation,   extinguishment  or  termination  of  the  obligations
evidenced  thereby.] Capitalized terms used in this B  Note  have
the respective meanings assigned to them in the Loan Agreement.

     Upon  the  occurrence of an Event of Default under the  Loan
Agreement, the principal hereof and accrued interest hereon shall
become,  or  may be declared to be, forthwith due and payable  in
the  manner, upon the conditions and with the effect provided  in
the Loan Agreement.

     The Borrower may at its option prepay all or any part of the
principal of this B Note before maturity upon and subject to  the
terms provided in the Loan Agreement.

     The   Borrower  agrees  to  pay  costs  of  collection   and
reasonable attorneys' fees in case default occurs in the  payment
of this B Note.

     Presentment  for  payment, notice of dishonor,  protest  and
notice of protest are hereby waived.

     This B Note has been executed and delivered this 24th day of
May,  2000  in  New  York, New York, and shall  be  construed  in
accordance with and governed by the internal laws of the State of
New York.

                      NATIONAL CONSUMER COOPERATIVE BANK
                      D/B/A NATIONAL COOPERATIVE BANK


                      By:
                         Title:





              SCHEDULE TO THIRD SUBSTITUTED B NOTE
           MADE BY NATIONAL CONSUMER COOPERATIVE BANK
                IN FAVOR OF _____________________

     This   Note  evidences  the  Loans  made  under  the  within
described  Agreement,  in the principal  amounts,  of  the  types
(Prime  Rate  Loans or LIBOR Loans) and on the  dates  set  forth
below, subject to the payments or prepayments set forth below:



Date   Prin. Amt.  Due Date  Int. Rate     Amt. of    Balance      Notarion
Made   of Loan     of Loan   on Loan       Payment    Outstanding  Made By



                 EXHIBIT A-3 TO AMENDMENT NO. 3

          TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
                          BY AND AMONG

               NATIONAL CONSUMER COOPERATIVE BANK
                   CERTAIN BANKS NAMED THEREIN

                               AND

                        FLEET BANK, N.A.,
                     As AGENT FOR THE BANKS

            FORM OF THIRD SUBSTITUTED SWING LINE NOTE

$20,000,000                                  Due May 23, 2001

     FOR VALUE RECEIVED, NATIONAL CONSUMER COOPERATIVE BANK D/B/A
NATIONAL  COOPERATIVE BANK (the "Borrower"), hereby  promises  to
pay  to the order of FLEET BANK, N.A. (the "Bank") by payment  to
the   Bank   the   principal  sum  of  TWENTY   MILLION   DOLLARS
($20,000,000) (or such lesser amount as shall equal the aggregate
unpaid principal amount of the Swing Line Loans made by the  Bank
under  the  Loan  Agreement hereinafter  defined,  shown  on  the
schedule annexed hereto and any continuation thereof), in  lawful
money  of  the  United  States  of  America  and  in  immediately
available  funds on the date or dates determined as  provided  in
the Loan Agreement but in no event later than May 23, 2001.

     The  Borrower  further promises to pay to the order  of  the
Bank  by  payment  to the Bank interest on the  unpaid  principal
amount of each Swing Line Loan from the date such Swing Line Loan
is  made  until paid in full, payable at such rates and  at  such
times as provided for in the Loan Agreement.

     The  Bank  has been authorized by the Borrower to record  on
the  schedules  annexed  to  this Swing  Line  Note  (or  on  any
continuation thereof) the amount, due date and interest  rate  of
each  Swing  Line Loan made by the Bank under the Loan  Agreement
and  the  amount of each payment of principal and the  amount  of
each payment of interest of each such Swing Line Loan received by
the  Bank, it being understood, however, that failure to make any
such  notation  shall not affect the rights of the  Bank  or  the
obligations of the Borrower hereunder or under the Loan Agreement
in  respect  of  such Swing Line Loans. Such notations  shall  be
deemed correct, absent manifest error.

     This  Swing Line Note is the Swing Line Note referred to  in
the Third Amended and Restated Loan Agreement dated as of May 28,
1997, as amended by Amendment No. 1 to Third Amended and Restated
Loan Agreement dated as of May 27, 1998, Amendment No. 2 to Third
Amended and Restated Loan Agreement dated as of May 26, 1999, and
Amendment  No.  3  to Third Amended and Restated  Loan  Agreement
dated  as  of  May 24, 2000 (as so amended, the "Loan Agreement")
among the Borrower, the Banks and Fleet Bank, N.A., as Agent  for
the  Banks  and evidences the Swing Line Loans made by  the  Bank
thereunder. Capitalized terms used in this Swing Line  Note  have
the respective meanings assigned to them in the Loan Agreement.

     Upon  the occurrence of an Event of Default, under the  Loan
Agreement, the principal hereof and accrued interest hereon shall
become,  or  may be declared to be, forthwith due and payable  in
the  manner, upon the conditions and with the effect provided  in
the Loan Agreement.

     The   Borrower  agrees  to  pay  costs  of  collection   and
reasonable attorneys' fees in case default occurs in the  payment
of this Swing Line Note.

     Presentment  for  payment, notice of dishonor,  protest  and
notice of protest are hereby waived.

     This  Swing  Line Note has been executed and delivered  this
24th  day  of  May,  2000 in New York, New  York,  and  shall  be
construed  in  accordance with and governed by the  laws  of  the
State of New York.

                      NATIONAL CONSUMER COOPERATIVE BANK
                      D/B/A NATIONAL COOPERATIVE BANK


                      By:
                         Title:





          SCHEDULE TO THIRD SUBSTITUTED SWING LINE NOTE
           MADE BY NATIONAL CONSUMER COOPERATIVE BANK
                  IN FAVOR OF FLEET BANK, N.A.

     This  Swing  Line Note evidences the Swing Line  Loans  made
under  the within described Agreement, in the principal  amounts,
and  on  the  dates set forth below, subject to the payments  set
forth below:



Date   Prin. Amt.   Due Date  Int. Rate  Amt. of   Balance      Notarion
Made   of Loan      of Loan   on Loan    Payment   Outstanding  Made By






</TEXT>
</DOCUMENT>
