AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

between

NATIONAL CONSUMER COOPERATIVE BANK

and

CHARLES E. SNYDER

TABLE OF CONTENTS

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, initially effective as of April 16, 1996 (the “ Agreement ”), is by and between NATIONAL CONSUMER COOPERATIVE BANK (the “ Bank ”), and CHARLES E. SNYDER, a resident of Virginia. This Agreement is amended and restated effective as of the date set forth below.

Recitals:

     A. Mr. Snyder has been employed by the Bank as its President and Chief Executive Officer since January 1992, and previously was the Bank’s Chief Financial Officer;

     B. The Bank believes that Mr. Snyder is a key employee of the Bank and that it is in the Bank’s best interests to retain the services of Mr. Snyder;

     C. The Bank therefore desires to continue this Agreement embodying the terms of such employment;

     D. Mr. Snyder desires to continue his employment with the Bank and to continue this Agreement;

     E. The Bank and Mr. Snyder have amended the original Agreement and desire to further amend the Agreement to comply with the requirements of Section 409A of the Internal Revenue Code, as amended (the “ Code ”), to modify the benefits to which Mr. Snyder is entitled upon his termination of employment and to otherwise clarify the terms of the Agreement; and

     F. For their convenience, the Bank and Mr. Snyder desire to restate in a single document the Agreement as initially effective as of April 16, 1996 and as amended and restated as of the date set forth below.

Agreements:

     In consideration of the premises and the mutual covenants herein contained, the Bank and Mr. Snyder hereby agree as follows:

     1.  Employment . The Bank shall continue to employ Mr. Snyder and Mr. Snyder agrees to remain employed by the Bank under the terms of this Agreement until such employment is terminated by either party as provided in this Agreement.

     2.  Position and Duties . During the term of his employment, Mr. Snyder shall serve as President and Chief Executive Officer of the Bank. Mr. Snyder shall devote all of the time, attention, skill and efforts to the performance of his duties for and on behalf of the Bank and its

subsidiaries as is customary for a Chief Executive Officer of a financial institution of the size of the Bank and such subsidiaries.

     3.  Compensation . During the term of his employment, the Bank shall pay Mr. Snyder a base salary at the rate determined by the Board of Directors of the Bank. Additionally, during the term of his employment, Mr. Snyder shall receive such incentive compensation and related employee benefits as the Board of Directors of the Bank may reasonably determine, from time to time.

     4.  Termination of Employment ¹

          (a) Involuntary Termination Other Than For Cause, Disability or Death (Including Good Reason Termination) . In the event of termination of Mr. Snyder’s employment by the Bank for any reason other than (i) Termination For Cause, (ii) Disability or (iii) death, the Bank shall provide to Mr. Snyder thirty (30) days advance written notice of such termination. In the event of a Good Reason Termination, Mr. Snyder shall provide to the Bank thirty (30) days advance written notice of such termination.

          In the absence of any breach of the terms of this Agreement, the following benefits shall be payable to Mr. Snyder upon his involuntary termination of employment by the Bank (including Good Reason Termination but not including termination by reason of Disability or death, or Termination for Cause), provided that such termination constitutes a separation from service within the meaning of Section 409A(a)(2)(A)(i) of the Code:

     (i) Accrued Compensation, Vacation and Sick Leave. Mr. Snyder shall be paid his earned salary and accrued but unused vacation and sick leave through the date on which his termination occurs. Payment shall be made in a lump sum on the 30th day following the date of his termination. Upon termination, Mr. Snyder shall immediately cease to accrue vacation and sick leave.

     (ii) Salary Continuation. The Bank shall provide to Mr. Snyder his Base Salary at the Effective Rate for a period of twenty-four (24) months following the date on which his termination occurs, payable in accordance with the Bank’s normal payroll practices. The benefits described in this Section 4(a)(ii) shall be treated as a single payment for purposes of Section 409A(a)(4)(C) of the Code and Mr. Snyder and the Bank may mutually agree to a

lump sum payment if such agreement is made in the time and manner required by Section 409A(a)(4)(C) of the Code.

     (iii) Benefit Continuation. The Bank shall provide to Mr. Snyder the medical, dental and life insurance benefits offered by the Bank to active employees for a period of twenty-four (24) months following the date on which his termination occurs, except that with respect to medical benefits, beginning on the date that Mr. Snyder becomes Medicare-eligible, Medicare (parts A, B and D) shall be primary and the Bank’s medical plan shall be secondary. To receive this coverage, Mr. Snyder shall pay the employee portion of the premiums, and the Bank shall pay the employer portion of the premiums during this period. For purposes of Section 4980B(f)(3) of the Code and Section 603 of ERISA, the “qualifying event” with respect to Mr. Snyder shall be deemed to occur on the date upon which such coverage ceases pursuant to this Section 4(a)(iii).

     (iv) Qualified Plan Amounts . In lieu of the employer contributions to the Bank’s qualified retirement plans that, but for Mr. Snyder’s termination, would have been allocated to Mr. Snyder’s qualified retirement plan account(s) for the six-month period following his termination, the Bank shall pay to Mr. Snyder, on the 60th day following the date of his termination, a lump sum payment equal to six (6) percent of the lesser of Mr. Snyder’s Base Salary at the Effective Rate or the dollar limit imposed by Section 401(a)(17) of the Code for the year of termination.

     (v) Modification of Benefits . The benefits described in Sections 4(a)(ii) — (iv) shall be modified as of the effective date of Mr. Snyder’s employment in a New Executive Position. If such New Executive Position has a salary plus bonus or similar incentive compensation (the “ New Compensation ”) equal to at least 90 percent of Mr. Snyder’s Base Salary at the Effective Rate plus his average bonus under the Executive Management Short Term Incentive Plan for the five fiscal year average preceding the year in which his employment at the Bank terminated (“ Old Compensation ”), then the benefits set forth in Sections 4(a)(ii) — (iv) shall terminate. If the New Compensation equals less than 90 percent of such Old Compensation, then such benefits shall be reduced to an amount that, combined with the New Compensation, shall equal 90 percent of the Old Compensation.

          (b)  Unilateral Voluntary Resignation . Mr. Snyder agrees to provide six (6) months’ advance written notice to the Bank of any Unilateral Voluntary Resignation. In the absence of any breach of the terms of this Agreement, the following benefits shall be payable to Mr. Snyder upon his Unilateral Voluntary Resignation:

     (i) Accrued Compensation, Vacation and Sick Leave. Mr. Snyder shall be paid his earned salary and accrued but unused vacation and sick leave through the date on which his Unilateral Voluntary Resignation is effective. Payment shall be made in a lump sum on the 30th day following such effective date. Mr. Snyder shall cease to accrue vacation and sick leave immediately upon the effective date of his Unilateral Voluntary Resignation.

     (ii) Salary Continuation. The Bank shall provide to Mr. Snyder his Base Salary at the Effective Rate for a period of twelve (12) months following the effective date of his Unilateral Voluntary Resignation, payable in accordance with the Bank’s normal payroll practices. The benefits described in this Section 4(b)(ii) shall be treated as a single payment for purposes of Section 409A(a)(4)(C) of the Code and Mr. Snyder and the Bank may mutually agree to a lump sum payment if such agreement is made in the time and manner required by Section 409A(a)(4)(C) of the Code.

     (iii) Benefit Continuation. The Bank shall provide to Mr. Snyder the medical, dental and life insurance benefits offered by the Bank to active employees for a period of twelve (12) months following the date on which his Unilateral Voluntary Resignation becomes effective, except that with respect to medical benefits, beginning on the date that Mr. Snyder becomes Medicare-eligible, Medicare (parts A, B and D) shall be primary and the Bank’s medical plan shall be secondary. To receive this coverage, Mr. Snyder shall pay the employee portion of the premiums, and the Bank shall pay the employer portion of the premiums during this period. For purposes of Section 4980B(f)(3) of the Code and Section 603 of ERISA, the “qualifying event” with respect to Mr. Snyder shall be deemed to occur on the date upon which such coverage ceases pursuant to this Section 4(b)(iii).

     (iv) Modification of Benefits . The benefits described in Sections 4(b)(ii) and (iii) shall be modified as provided in Section 4(a)(v) of this Agreement as of the effective date of Mr. Snyder’s employment in a New Executive Position.

          (c) Disability . This Agreement shall terminate immediately upon the termination of Mr. Snyder’s employment by reason of his Disability (provided that such termination of employment constitutes a separation from service within the meaning of Section 409A(a)(2)(A)(i) of the Code).

          In the absence of any breach of the terms of this Agreement, the following benefits shall be payable to Mr. Snyder upon termination of his employment by reason of his Disability:

     (i) Accrued Compensation, Vacation and Sick Leave. Mr. Snyder shall be paid his earned salary and accrued but unused vacation and sick leave through the date on which his termination by reason of his Disability occurs. Payment shall be made in a lump sum on the 30th day following the date of his termination. Mr. Snyder shall cease to accrue vacation and sick leave immediately upon his termination.

     (ii) Salary Continuation. The Bank shall provide to Mr. Snyder his Base Salary at the Effective Rate for a period of twenty-four (24) months following the date on which his termination occurs by reason of his Disability, payable in accordance with the Bank’s normal payroll practices.

     (iii) Benefit Continuation. The Bank shall provide to Mr. Snyder the medical, dental and life insurance benefits offered by the Bank to active employees for a period of twenty-four (24) months following the date on which his employment with the Bank terminates by reason of his Disability, except that with respect to medical benefits, beginning on the date that Mr. Snyder becomes Medicare-eligible, Medicare (parts A, B and D) shall be primary and the Bank’s medical plan shall be secondary. To receive this coverage, Mr. Snyder shall pay the employee portion of the premiums, and the Bank shall pay the employer portion of the premiums during this period. For purposes of Section 4980B(f)(3) of the Code and Section 603 of ERISA, the “qualifying event” with respect to Mr. Snyder shall be deemed to occur on the date upon which such coverage ceases pursuant to this Section 4(c)(iii).

     (iv) Qualified Plan Amounts . In lieu of the employer contributions to the Bank’s qualified retirement plans that, but for Mr. Snyder’s termination, would have been allocated to Mr. Snyder’s qualified retirement plan account(s) for the six-month period following his termination, the Bank shall pay to Mr. Snyder, on the 60th day following the date of his termination, a lump sum payment equal to

six (6) percent of the lesser of Mr. Snyder’s Base Salary at the Effective Rate or the dollar limit imposed by Section 401(a)(17) of the Code for the year of termination.

     (v) Other Disability Benefits. In the event that, at the date of termination by reason of Disability, the Bank has in effect any other plan providing disability benefits that (A) covers a substantial number of Bank employees, (B) was established before Mr. Snyder became Disabled and (C) pays Mr. Snyder bona fide disability pay within the meaning of Treas. Reg. § 1.409A-1(a)(5), then to the extent permitted by Treas. Reg. § 1.409A-3(i)(1)(ii), amounts due under this Section 4(c) shall be reduced on a dollar-for-dollar basis by the amount of such bona fide disability pay received or receivable under such plan.

     (vi) Modification of Benefits . In the event that, after his termination of employment with the Bank by reason of Disability, Mr. Snyder obtains employment in a New Executive Position, the benefits described in Sections 4(c)(ii) — (iv) shall be modified as provided in Section 4(a)(v) of this Agreement as of the effective date of Mr. Snyder’s employment in a New Executive Position.

          (d) Death . This Agreement shall terminate immediately upon the death of Mr. Snyder while he is employed by the Bank. In the absence of any breach of the terms of this Agreement, the Bank shall provide to Mr. Snyder’s designated beneficiary or, in the absence of such designation, to his estate, Mr. Snyder’s earned salary and accrued but unused vacation and sick leave through the date of his death in a lump sum on the 30th day following the date of his death.

          (e) Other Termination . In the event of Mr. Snyder’s Termination for Cause, or other termination of employment with the Bank that constitutes a separation from service within the meaning of Section 409A(a)(2)(A)(i) of the Code but does not entitle him to benefits under Sections 4(a), (b), (c), or (d) above, Mr. Snyder shall be paid his earned salary and accrued but unused vacation and sick leave through the date on which his termination is effective. Payment shall be made in a lump sum on the 30th day following his termination. Mr. Snyder shall cease to accrue vacation and sick leave immediately upon the effective date of his termination.

          (f) Full Discharge of Company Obligations . The amounts payable to Mr. Snyder pursuant to this Section 4 shall be in full and complete satisfaction of Mr. Snyder’s rights under this Agreement and any other claims he may have in respect of his employment

by the Bank. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims, and, upon Mr. Snyder’s receipt of