Sixth Amendment and Limited Waiver Dated as of March 31, 2009 to NOTE PURCHASE AND UNCOMMITTED MASTER SHELF AGREEMENT Dated as of December 28, 2001

Exhibit 10.63

National Consumer Cooperative Bank

Sixth Amendment and Limited Waiver
Dated as of March 31, 2009

to

NOTE PURCHASE AND UNCOMMITTED MASTER SHELF AGREEMENT
Dated as of December 28, 2001

Sixth Amendment and Limited Waiver

      This Sixth Amendment and Limited Waiver dated as of March 31, 2009 (the or this “Sixth 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 Sixth Amendment (collectively, the “Noteholders” ).

R e c i t a l s:

     A. The Company and each of the Noteholders have heretofore entered into the Note Purchase and Uncommitted Master Shelf Agreement, dated as of December 28, 2001, as amended by a First Amendment, dated as of December 9, 2003, a Second Amendment, dated as of December 28, 2004, a Third Amendment, dated as of December 28, 2006, a Fourth Amendment dated as of December 31, 2007 and a Fifth Amendment dated as of February 25, 2008 (as so amended and in effect on the date hereof, the “Note Agreement” ).

     B. The Company has heretofore issued (i) $55,000,000 of its 5.62% Senior Notes due December 28, 2009 (the “ Existing 2009 Notes ”), and (ii) $50,000,000 of its 5.60% Senior Notes due December 28, 2010 (the “ Existing 2010 Notes ”; and together with the 2009 Notes, collectively, the “ Existing Notes ”).

     C. The Company entered into that certain Credit Agreement dated as of May 1, 2006 (the “Credit Agreement” ), by and among the Company, SunTrust Bank, as administrative agent ( “Bank Lender Agent” ), and the other lenders party thereto.

     D. The Company has informed the Noteholders that NCB, FSB (the “Thrift”) failed to have Thrift Net Income of at least $3,500,000 for the fiscal quarter ending December 31, 2008 in violation of Section 6.9(j) of the Credit Agreement, which Section 6.9(j) is incorporated by reference in the Note Agreement pursuant to paragraph 5G (the “ Specified Default ”);

     E. The Company has requested that the Noteholders waive the Specified Default and that the Noteholders amend certain provisions of the Note Agreement and the Existing Notes (defined below) on the terms and conditions contained herein.

     F. The Company and the Noteholders now desire to amend the Note Agreement and the Existing Notes in the respects, but only in the respects, hereinafter set forth.

     G. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Agreement (as amended hereby) unless herein defined or the context shall otherwise require.

     H. All requirements of law have been fully complied with and all other acts and things necessary to make this Sixth Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

      Now, therefore , upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Sixth Amendment set forth in Section 4.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

Section 1. Amendments to Existing Notes.

      Section 1.1. Subject to the satisfaction of the conditions set forth in Section 4 and in reliance on the representations and warranties set forth in Section 7, each of the Existing Notes 2009 Notes is hereby, without any further action required on the part of any other Person, deemed to be automatically amended to conform to and have the terms provided in (x) with respect to the Existing 2009 Notes, Exhibit A-1 attached hereto and (y) with respect to the Existing 2010 Notes, Exhibit A-2 attached hereto (except, in each case, that the principal amount, original issue date, registration number and the payee of each such Existing Note shall remain unchanged). Any Note issued on or after the Sixth Amendment Effective Date shall be in the applicable form of Exhibit A-1 or Exhibit A-2.

      Section 1.2. Within 30 days after the Sixth Amendment Effective Date, the Company will deliver to Noteholders’ special counsel, Bingham McCutchen LLP, at One State Street, Hartford, CT 06103, one or more Notes in the applicable form, in the denominations and of the series, as may be requested by any such holder, dated as of the original issue date thereof, and payable to such holder of Notes or as otherwise requested by such holder, against delivery by such holder of Notes of the Existing Notes held by it. Bingham McCutchen LLP will forward each of the Notes to the holders of Notes, and will forward the Existing Notes to the Company for cancellation. All amounts owing under, and evidenced by, any Existing Note as of the Sixth Amendment Effective Date shall continue to be outstanding under, and shall after any exchange referred to above be evidenced by, the Note or Notes issued in exchange therefor, and shall be repayable in accordance with this Sixth Amendment and such Note or Notes.

Section 2. Amendments to Note Agreement.

      Section 2.1. Paragraph 4 of the Note Agreement shall be and is hereby amended in its entirety to read as follows:

     “ 4. PREPAYMENTS.

     4A. Required Repayments.

     (i) Subject to earlier prepayment pursuant to paragraph 4B, the entire unpaid principal balance of the 2009 Notes shall be due and payable on December 28, 2009; provided , however , that at any time on or after August 1, 2009, the holders of more than 50% in principal amount of 2009 Notes (exclusive of any such Notes held by the Company or any Affiliate of the Company), by written notice (a “ Put Notice ”) to the Company, may elect to require that the Company repay the entire principal amount of all 2009 Notes held by all holders of 2009 Notes on a date (the

“ Put Prepayment Date ”) that is three (3) Business Days after the date such Put Notice is delivered to the Company. Upon delivery of such Put Notice to the Company, the principal amount of the 2009 Notes held by each holder of the 2009 Notes, together with interest thereon to the Put Prepayment Date (at par, without any Yield-Maintenance Amount or Modified Yield-Maintenance Amount,) shall become due and payable on such Put Prepayment Date.

     (ii) Subject to earlier prepayment pursuant to paragraph 4B and 4D,As provided therein, the entire unpaid principal balance of the 2010 Notes shall be due and payable on December 15, 2010.

4B. Optional Prepayment With Yield-Maintenance Amount. The Notes of each Series shall be subject to prepayment, in whole at any time or from time to time in part (in amounts of at least $1,000,000 and integral multiples of $100,000), at the option of the Company, at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount (provided that if such prepayment is a prepayment of the entire principal amount of all the Notes then outstanding that occurs within 30 days of the refinancing of the Bank Loan Agreement then Modified Yield-Maintenance Amount (and not the Yield-Maintenance Amount) shall be due in connection with such prepayment), if any, with respect to each such Note. Any partial prepayment of any Series of Notes pursuant to this paragraph 4B shall be applied in satisfaction of required payments of principal (including the principal amount due at the maturity thereof) in inverse order of their scheduled due dates.

4C. Notice of Optional Prepayment . The Company shall give the holder of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice of such prepayment not less than 10 Business Days prior to the prepayment date, specifying such prepayment date, specifying the aggregate principal amount of the Notes of the same Series as such Note to be prepaid on such date, identifying each Note held by such holder, and the principal amount of each such Note, to be prepaid on such date and stating that such prepayment is to be made pursuant to paragraph 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company.

4D. Prepayments in Connection with Specified Event Proceeds. The Company shall, within three (3) Business Days of the Company’s receipt of any Specified Event Proceeds (and in any event on the date of the repayment or prepayment of any Indebtedness under and as defined in the Bank Loan Agreement with any Specified Event Proceeds), prepay the 2010 Notes in a principal amount equal to the Pro Rata Percentage of such Specified Event Proceeds, together with interest accrued on such

principal amount to the date of such prepayment, plus the Modified Yield Maintenance Amount determined for the prepayment date with respect to such principal amount. On the Business Day prior to such prepayment, the Company shall deliver to each holder of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Modified Yield Maintenance Amount as of the specified prepayment date, showing the computation by the Company in reasonable detail. Any partial prepayment of any Series of Notes pursuant to this paragraph 4D shall be applied in satisfaction of required payments of principal (including the principal amount due at the maturity thereof) in inverse order of their scheduled due dates.

4E. Application of Prepayments. In the case of each prepayment of less than the entire unpaid principal amount of all outstanding Notes of any Series pursuant to paragraphs 4B and 4D, the amount to be prepaid shall be applied pro rata to all outstanding Notes of such Series (including, for the purpose of this paragraph 4E only, all Notes prepaid or otherwise retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates other than by prepayment pursuant to paragraph 4B or 4D) according to the respective unpaid principal amounts thereof.

4F. Retirement of Notes. The Company shall not, and shall not permit any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraph 4A, 4B or 4D or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes held by any holder unless the Company or such Subsidiary or Affiliate shall have offered to prepay or otherwise retire or purchase or otherwise acquire, as the case may be, the same proportion of the aggregate principal amount of Notes held by each other holder of Notes at the time outstanding upon the same terms and conditions. Any Notes so prepaid or otherwise retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates shall not be deemed to be outstanding for any purpose under this Agreement, except as expressly provided in this paragraph 4.

      Section 2.2. Paragraph 5E of the Note Agreement shall be and is hereby amended in its entirety to read as follows:

      “5E Line of Business. The Company shall, and shall cause each of the Restricted Subsidiaries to, remain primarily in the business conducted by the Company and the Restricted Subsidiaries on the date hereof; provided, however, that neither this Section 5E nor any other provision hereof shall preclude NCB, FSB from converting its charter from a federal thrift to a national bank.”

      Section 2.3. Clause (ix) of Paragraph 5H of the Note Agreement shall be and is hereby amended in its entirety to read as follows:

      Loan Portfolio Reports —

(A) within thirty (30) days of the end of the month, one (1) copy of

(1) a monthly Loan Portfolio Report of the Company setting forth, with respect to loans held in its portfolio, classifications relating to delinquency, non-performance, risk rating, loss allowances and other related matters as of the end of the last month of the fiscal quarters covered by such financial statements, to be prepared on substantially the same basis and to contain substantially the same information as the Loan Portfolio Report, dated December 31, 2005, in respect of the month of December, 2005 , a copy of which was delivered to you prior to the date hereof,

(2) a monthly loan run-off report, which shall detail, in form and substance reasonably satisfactory to the Noteholders, the amounts received during such month from loan maturities, amortizations and prepayments, and

(3) a monthly loan and commitment report, which shall detail, in form and substance reasonably satisfactory to the Noteholders, (i) the loans and commitments of the Company that are refinanced, extended or renewed, in each case as permitted by paragraph 6S, (ii) the loans and commitments of the Company that are terminated or that have matured without being refinanced, extended or renewed and (iii) the loans and commitments of the Company that are repaid in full and recommitted or refinanced by the Thrift; and

(B) together with each quarterly financial statement required to be delivered pursuant to clause (a) of this paragraph 5H, one (1) copy of a quarterly Report on Allowances for Loan Losses and Reserves of the Company, to be prepared on substantially the same basis and to contain substantially the same information as the Report on Allowances for Loan Losses and Reserves, dated December 31, 2005, a copy of which was delivered to you prior to the date hereof;

provided that such monthly and quarterly reports need not, unless you or any other holder of Notes shall reasonably request and permitted by any applicable law, rule, regulation or judicial or regulatory process, disclose the names of the obligors on such loans.”

      Section 2.4. Paragraph 5H of the Note Agreement shall be and is hereby further amended by (i) deleting the “and” at the end of clause (ix) thereof and (ii) renumbering clause (x) as clause “(xii)” and by adding the following new clauses “(x)” and “(xi)” in their appropriate numerical order:

     “(x) Office of Thrift Supervision Reports. — at the same time as it delivers the financial statements required under the provisions of paragraph 5H(i) and 5H(ii), duly executed copies of all quarterly financial reports required to be filed with the Office of Thrift Supervision or any other applicable Governmental Authority regulating the Thrift, including, without limitation, the Thrift’s then-current Thrift Financial Report, Form 1313 or, if the Thrift Conversion has occurred, the Thrift’s then-current Call Report; and

     (xi) Program Reports — promptly after delivery thereof, all reports, certificates and other information required to be delivered pursuant to the FDIC Guarantee Program or the Capital Purchase Program and, promptly upon receipt thereof, any notice from the U.S. Treasury or its permitted transferee under the Capital Purchase Program that such Person intends to exercise any rights with respect to any Capital Stock granted to such Person pursuant to the Capital Purchase Program.

      Section 2.5. Paragraph 5M of the Note Agreement shall be and is hereby amended in its entirety to read as follows:

     “5M. Paid-in-Capital. The Company will at all times limit its ‘Paid-in-Capital’ (as determined in accordance with GAAP) in NCBFC (and by NCBFC in the Thrift) in an aggregate amount not to exceed thirty-five percent (35%) of Consolidated Adjusted Net Worth at the time of such investment provided that Investments by NCBFC in the Thrift in the amount of the net proceeds received by NCBFC from the issuance of Capital Stock pursuant to the Capital Purchase Program, shall not count against the Investments permitted under this paragraph 5M.

      Section 2.6. Paragraph 5N of the Note Agreement shall be and is hereby amended in its entirety to read as follows:

     “5N. Subsidiary Investments. The Company will at all times limit its Investments in Subsidiaries (other than as set forth in paragraph 5M above and excluding SPVs and secured loans to NCB Capital) to an aggregate amount with respect to all such Subsidiaries of not greater than 20% of Consolidated Adjusted Net Worth determined as of the end of the fiscal year of the Company ending on, or most recently ended prior to, such time; provided that Investments by NCBFC in the Thrift in the amount of the net proceeds received by NCBFC from the issuance of Capital Stock pursuant to the Capital Purchase Program, shall not count against the Investments permitted under this paragraph.”

      Section 2.7. Paragraph 5 of the of the Note Agreement shall be and is hereby further amended by adding new paragraphs 5O, 5P, 5Q and 5R in their appropriate alphabetical order to read as follows:

     “5O. Compliance with FDIC Guarantee Program and Capital Purchase Program. To the extent they are participants in the FDIC Guarantee Program and/or the Capital Purchase Program, the Company shall, and shall cause each of its Subsidiaries to, comply with all terms and provisions of the FDIC Guarantee Program and the Capital Purchase Program, including, without limitation, any guidance issued by any applicable Governmental Authority regarding the use of funds or proceeds received as a result of such Person’s participation in such programs.

     5P. Capitalization The Company shall cause (i) the Thrift to be “well capitalized” (as such term is defined in 12 C.F.R. 565.4(b)(1) or any successor regulation thereto) at all times until the Thrift Conversion has occurred and the Thrift to be “well

capitalized” under 12 C.F.R. 6.4(b)(1) or any successor regulation thereto at all times subsequent to the occurrence of the Thrift Conversion and (ii) each other Financial Institution Subsidiary to be “well capitalized” for all applicable state and federal regulatory purposes at all times. If at any time any Governmental Authority changes the definition of “well capitalized” either by amending such ratios or otherwise, such amended definition, and any such amended or new ratios, shall automatically be incorporated by reference into this Agreement as the standard for any Financial Institution Subsidiary on and as of the date that any such amendment becomes effective by applicable statute, regulation, order or otherwise.

     5Q. Minimum Liquidity Amount. Commencing August 1, 2009 through and until all amounts owing under the 2009 Notes have been paid in full, the Company shall at all times maintain a minimum Liquidity Amount of at least $75,000,000.

     5R. Outstandings. Commencing March 31, 2009 and at all times thereafter, the Company shall maintain outstanding Revolving Loans (under and as defined in the Bank Loan Agreement as in effect on the Sixth Amendment Effective Date) of at least $50,000,000 (reduced to $45,000,000 commencing September 30, 2010); provided , however , that the amount of such minimum outstanding balance under the Bank Loan Agreement shall (i) be automatically reduced by the amount that such amount of minimum required outstanding Revolving Loans exceeds the amount then outstanding on the 2010 Notes and (ii) be reduced to the extent the outstanding Revolving Loans are reduced below such principal amount due to any prepayments of the Revolving Loans in connection with the receipt by the Company of Specified Event Proceeds).”

      Section 2.8 . Paragraph 6A of the Note Agreement shall be and is hereby amended by deleting the “and” at the end of subclause (i); by replacing the period at the end of Paragraph 6A with a semicolon; and by adding the following as a new subclause (iii) after the final paragraph in Paragraph 6A:

     “and (iii) the issuance by any Restricted Subsidiary of any securities to the United States Treasury under the Capital Purchase Program.”

     S ection 2.9. Clause (i) of paragraph 6C of the Note Agreement shall be and is hereby amended by (a) deleting “and” immediately after clause (h)(3); (b) deleting “.” at the end of clause (i) and inserting “;” in lieu thereof; and (c) adding new clauses (j) and (k) in their appropriate alphabetical order to read as follows:

     “(j) create, incur or suffer to exist Liens on assets of the Thrift that are granted in connection with the Debt permitted by paragraph 6D(ix); and

     (k) create, incur or suffer to exist Liens on the assets of the Company or NCBFC that are granted in connection with the Security Documents.”

      Section 2.10. Paragraph 6D of the Note Agreement shall be and is hereby amended by (a) deleting the “and” at the end clause (vi); (b) deleting the “.” at the end of clause (vii) and substituting “;” in lieu thereof; and (c) adding the following in substitution thereof:

     “(viii) Unsecured Debt of the Company and/or the Thrift in an aggregate amount outstanding at any time not to exceed the Company’s or the Thrift’s respective debt guarantee limit pursuant to 12 C.F.R. Section 370.3(b), so long as (x) such Debt qualifies at all times as “FDIC-guaranteed debt” pursuant to 12 C.F.R. Section 370.2(i), (y) such Debt has been guaranteed by the FDIC pursuant to the FDIC Guarantee Program, and (z) the FDIC has not terminated the Company’s or the Thrift’s participation in the FDIC Guarantee Program under 12 C.F.R. Section 370.3(e)(3); and

     (ix) Overnight secured and unsecured borrowings by the Thrift of federal funds from any Federal Reserve Bank or any member of the Federal Reserve System, so long as such borrowings are made in the ordinary course of business in such circumstances as may be incidental or usual in carrying on the banking of the Thrift incurred in accordance with applicable laws and regulations and safe and sound practice;

provided, however, that each item of Debt set forth above shall only be permitted to the extent that, after including each such item in the calculation of the financial covenant set forth in paragraph 6E(i), the Company is in compliance with such covenant.”

      Section 2.11. Clause (i) of paragraph 6E of the Note Agreement shall be and is hereby amended in its entirety to read as follows:

     (i) The ratio of Consolidated Debt to Consolidated Adjusted Net Worth to exceed 11.0 to 1.0; provided , however , that if either NCBFC or the Thrift receives proceeds of the issuance of Capital Stock under the Capital Purchase Program, the Company shall not permit, immediately following receipt of such funds, a ratio of Consolidated Debt to Consolidated Adjusted Net Worth to exceed 9.5 to 1.0. For purposes of calculating this ratio only, “Consolidated Adjusted Net Worth” shall be reduced by the amount by which the sum of seventy five percent (75%) of (i) ninety (90) day overdue accounts, (ii) non-performing loans, (iii) real estate owned in substance foreclosure and other miscellaneous repossessions, and (iv) modified loans, exceed the reserves for credit losses established by the Company and its Subsidiaries. Further, solely for the purpose of calculating the foregoing ratio for the four (4) fiscal quarters immediately following the Sixth Amendment Effective Date, the lesser of: (a) $2,500,000 and (b) the actual transaction costs paid by the Company in connection with the closing of the Sixth Amendment and the closing of any corresponding amendment to the Bank Loan Agreement, shall be excluded from such calculation.

      Section 2.12. Paragraph 6G of the Note Agreement shall be and is hereby amended in its entirety to read as follows:

     “6G. Guarantees. The Company shall not, and shall not permit any Subsidiary to, become or be liable in respect of any Guarantee other than (i) a Restricted

Guarantee, (ii) guarantees by the Company or NCBFC of the obligations of the Thrift to the extent, and only to the extent, required by any applicable Governmental Authority (A) in order to consummate the Thrift Conversion or (B) in connection with sales of loans from the Company to the Thrift as permitted by paragraph 6K, (iii) the Guaranty Agreement and (iv) a guaranty agreement by NCBFC in favor of the Bank Lender Agent dated on or about the Sixth Amendment Effective Date.”

      Section 2.13. Paragraph 6H of the Note Agreement shall be and is hereby amended in its entirety to read as follows:

     6H. Consolidated Earnings Available for Fixed Charges. The Company shall not permit Consolidated Earnings Available for Fixed Charges for any period of four (4) consecutive fiscal quarters of the Company to be less than one hundred percent (100%) of Consolidated Fixed Charges for such period; provided , however , that, solely for the test periods ending March 31, 2009, June 30, 2009 and September 30, 2009, the Company shall only be required to maintain Consolidated Earnings Available for Fixed Charges of not less than eighty-five percent (85%) of Consolidated Fixed Charges for such periods. Solely for the purpose of calculating the foregoing ratio for the four (4) fiscal quarters immediately following the Sixth Amendment Effective Date, the lesser of: (a) $2,500,000 and (b) the actual transaction costs paid by the Company in connection with the closing of the Sixth Amendment and the closing of any corresponding amendment to the Bank Loan Agreement, shall be excluded from such calculation.”

      Section 2.14. Clause (i)(a) of paragraph 6I of the Note Agreement shall be and is hereby amended by adding a new clause (3) thereto to read as follows:

     “(3) dividends and distributions to (A) the Company and (B) the U.S. Department of Treasury, or its permitted transferees, pursuant to, and in the minimum amounts required by, the Capital Purchase Program;”

      Section 2.15. Paragraph 6K of the Note Agreement shall be and is hereby amended in its entirety to read as follows:

     “6K. Transactions with Affiliates. Except as expressly permitted by this Agreement the Company shall not, and shall not permit any Subsidiary to directly or indirectly:

     (i) make any Investment in an Affiliate; or (ii) consolidate with or purchase or acquire assets from an Affiliate; or enter into any other transaction directly or indirectly with or for the benefit of any Affiliate (including, without limitation, guarantees and assumptions of obligations of an Affiliate); provided, however, that (A) any Affiliate who is an individual may serve as an employee or director of the Borrower and receive reasonable compensation for his services in such capacity, (B) the Borrower may enter into any transaction with an Affiliate providing for the leasing of Property, the rendering or receipt of services or the purchase or sale of assets in the ordinary course of business if the monetary or business consideration arising therefrom would be substantially as

advantageous to the Borrower as the monetary or business consideration which would obtain in a comparable arm’s length transaction with a Person not an Affiliate, and (C) that the Company may sell or assign to the Thrift loans or commitments made by the Company so long as (1) such sales or assignments have been approved by all applicable Governmental Authorities and the Company and the Thrift have received all necessary and/or desirable exemptions from applicable laws or regulations (including, without limitation, exemptions from Regulation W of the Board of Governors of the Federal Reserve System and Sections 23A and 23B of the Federal Reserve Act) and (2) the Net Cash Sale Proceeds received by the Company in connection with such sales or assignments are paid to the Noteholders in accordance with paragraph 4D of the Note Agreement.”

     Section 2.16. Clause (i) of Paragraph 6P of the Note Agreement shall be and is hereby amended by deleting the word “and” immediately before subclause (i)(v) and by adding the following as a new sublcause (i)(vi):

     “and (vi) the Company may make any required prepayment of the Class A Notes as may be required pursuant to Section 4(b) of the Financing Agreement as a result of any Restricted Subsidiary’s participation in the Capital Purchase Program.”

      Section 2.17. Clause (ii) of paragraph 6P of the Note Agreement shall be and is hereby amended in its entirety to read as follows:

     “(ii) No Amendments. The Company shall not amend, modify, terminate, or waive any of its rights under the Financing Agreement or any of the Class A Notes (or any other agreement or similar instrument under or pursuant to which such Class A Notes have been issued) without the prior written consent of the Required Holders, except that the Company may seek and obtain amendments to or waivers of the provisions of the Class A Notes that would otherwise require a mandatory prepayment of the Class A Notes as a result of the receipt by NCBFC or the Thrift, as applicable, of proceeds from the issuance of Capital Stock pursuant to the Capital Purchase Program.”

      Section 2.18. Paragraph 6 of the Note Agreement shall be and is hereby further amended by adding paragraphs Q, R, S, T and U thereto to read as follows:

     “6Q. Asset Quality. The Company shall not at any time permit the ratio of Nonperforming Assets of the Company and its Subsidiaries to Total Loans (excluding letters of credit) to exceed 0.03:1.00.

     6R. Return on Average Assets. The Company shall not permit the Thrift to have at each Quarterly Fiscal Date a Return on Average Assets for such Quarterly Fiscal Date less than the following percentages: (a) 0.00% at each Quarterly Fiscal Date through and including March 31, 2010; (b) 0.25% at June 30, 2010; and (c) 0.50% for each Quarterly Fiscal Date thereafter.

     6S. New and Existing Loans and Commitments. Following the Sixth Amendment Effective Date, the Company shall not (x) originate, make or extend any new loans or new commitments to make loans, (y) issue new letters of credit or enter into any new risk participation agreements with respect to any letters of credit, or (z) increase, refinance, extend the maturity of, or renew any loans or commitments to make loans; provided, however, the Company may increase, refinance, extend the maturity of, or renew a loan or commitment so long as: (a) the principal amount of such loan or commitment, when aggregated with all other then-outstanding loans and commitments, the increase, refinance, extension or renewal of which was effected under and permitted by this paragraph, does not exceed $54,000,000; and (b) such increase, refinance, extension or renewal is entered into by the Company and its borrower under such loan or commitment prior to December 31, 2009. The Company may renew or extend existing letters of credit and risk participation agreements with respect to letters of credit issued by unaffiliated Persons and such renewals and extensions will not be deemed to be refinances, extensions of renewals of a loan or commitment; provided , however , that if the Company is required to fund a draw under any such letter of credit or to fund its participation in any such risk participation agreement, then the amount of such funding shall be deemed to be a renewal or a loan or commitment, subject to the limitation set forth in clause (a) of the proviso set forth in the immediately preceding sentence.

     6T. FDIC Guarantee Program Participation. So long as the Company or the Thrift has any Debt outstanding under paragraph 6D(viii) the Company will not, and will not permit the Thrift to, opt out of the FDIC Guarantee Program.

     6U. Restrictions on Amendments of Documents. The Company shall not, and shall not permit any Restricted Subsidiary to:

     (i) modify, amend, supplement or terminate, or agree to modify, amend, supplement or terminate its charter, by-laws or other organizational documents in any respect that could have a Material Adverse Effect; provided, however, that modifications or amendments to the charter, bylaws or other organizational documents of NCBFC solely to permit participation in the Capital Purchase Program and that are otherwise acceptable to the Noteholders shall be permitted.

     (ii) modify, amend, supplement or terminate, or agree to modify, amend, supplement or terminate the charter or other organizational documents of the Thrift in any respect that would change the legal authority for or the limitations on activities or investments by the Thrift except to the extent required by any applicable law, rule, regulation or judicial or regulatory process; provided, however, that modifications or amendments to the Thrift’s organizational documents solely to permit the Thrift Conversion and/or participation in the Capital Purchase Program and that are otherwise acceptable to the Noteholders shall be permitted.”

     6V. Cash and Cash Equivalent Requirement. The Company shall not during any period below permit the aggregate amount of cash and Cash Equivalents (valued at

the fair market value thereof) held by the Company to be less than the amount set forth opposite such period below:

provided , however , that that amount of cash and Cash Equivalents required by this paragraph 6V shall not at any time be required to exceed the sum of (i) the amount then due under the 2010 Notes plus (ii) the then outstanding balance under the Bank Loan Agreement (iii) plus $5,000,000; provided , further , that for purposes of the determination of Cash Equivalents, the aggregate amount of Investments of the type described in clause (q) of the definition of Restricted Investments shall not comprise more than 20% of the aggregate cash and Cash Equivalent requirement at any time.

      Section 2.19. Clause (iii) of paragraph 7A of the Note Agreement shall be and is hereby amended and restated to read as follows:

     “(iii) Particular Defaults — the Company or any Subsidiary fails to perform or observe any covenant contained in paragraphs 5D and 5F and paragraph 6A through paragraph 6V (other than paragraph 6J and paragraph 6K) of this Agreement, inclusive; or the Company shall terminate or modify any provision of the Financing Agreement (other than amendments or modifications expressly permitted by paragraph 6P(ii)) or shall fail to perform or observe any covenant contained in the Financing Agreement;

      Section 2.20. Paragraph 7A of the Note Agreement shall be and is hereby further amended by adding new clauses (xii) and (xiii) thereto to read as follows:

     “(xii) Invalidity of Transaction Documents. Any provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Company or NCBFC or any other Person contests in any manner the validity or enforceability of any provision of any Transaction Document; or the Company or NCBFC denies that it has any or further liability or obligation under any Transaction Document, or purports to revoke, terminate or rescind any provision of any Transaction Document.

     (xii) Failure of Security. Following the execution and delivery of the Security Documents by the Company and NCBFC and the filing of any related UCC-1 financing statements, the Collateral Agent shall cease to have a valid and perfected first priority security interest in any of the Collateral.”

      Section 2.21. Paragraph 10A of the Note Agreement shall be and is hereby deleted and amended and restated in its entirety to read as follows:

     ‘ Called Principal ’ shall mean, with respect to any Note, the principal of such Note that is to be prepaid pursuant to paragraph 4B, paragraph 4D or is declared to be immediately due and payable pursuant to paragraph 7, as the context requires.

     ‘ Discounted Value ’ shall mean, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Note is payable) equal to the Reinvestment Yield with respect to such Called Principal.

     ‘ Modified Discounted Value ’ shall mean, with respect to the Called Principal of any Note,