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Dated As of December31, 2007tonote Purchase Agreement

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Exhibit 10.59 National Consumer Cooperative Bank Second Amendment
Dated as of December 31, 2007toNote Purchase Agreement
Dated as of January 8, 2003


Second Amendment to Note Purchase Agreement This Second Amendment dated as of December 31, 2007 (the or this " Second Amendment" ) to the Note Purchase Agreement dated as of January 8, 2003 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. a7a73001-3051 (the " Company" ), and each of the institutions which is a signatory to this Second Amendment (collectively, the " Noteholders" ). Recitals: A. The Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of January 8, 2003 which was amended by the First Amendment to Note Purchase Agreement dated as of December 15, 2003 (as amended and in effect on the date hereof, the " Note Agreement" ). B. The Company and the Noteholders now desire to amend the Note Agreement in the respects, but only in the respects, hereinafter set forth. C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Agreement unless herein defined or the context shall otherwise require. D. All requirements of law have been fully complied with and all other acts and things necessary to make this Second 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 Second Amendment set forth in Section 3.1 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. Section 1.1. Section 9.9 of the Note Agreement shall be and is hereby amended in its entirety to read as follows: " Section 9.9. Incorporation of Affirmative and Negative Covenants .(a) During all such times as the Bank Loan Agreement or the Prudential Agreements shall remain in force, (i) the Company and the Restricted Subsidiaries shall comply and remain at all times in compliance with the provisions of Article 6 and Article 7 of the Bank Loan Agreement and with Sections 5 and 6 of the Prudential Agreements and with any Financial Covenant set forth in any other provision of such agreements and (ii) all of the provisions of Article 6 and Article 7 of the Bank Loan Agreement and Sections 5 and 6 of the Prudential Agreements and any other Financial Covenants set forth therein, together with all relevant definitions pertaining thereto, shall hereby be incorporated herein by reference, mutatis mutandis . The Company shall give all holders of Notes written notice of any amendment, modification or waiver of Article 6, Article 7 or any Financial Covenant of the Bank Loan Agreement or of Section 5, Section 6 or any Financial Covenant of the Prudential Agreements, attaching an executed copy of the amendment, modification or waiver to such written notice, within five (5) Business Days of such amendment, modification or waiver.


(b) No Financial Covenant incorporated herein by virtue of Section 9.9(a) hereof shall supersede, replace, amend, supplement or modify any other provision of this Agreement, including any covenant contained herein which addresses a subject matter similar to that of such incorporated Financial Covenant." Section 1.2. Section 9.11 of the Note Agreement shall be and is hereby amended in its entirety to read as follows: " Paid in Capital . The Company will limit its Investments in the form of " Paid-in-Capital" (as determined in accordance with GAAP) in NCB Financial Corporation to an aggregate amount not greater than thirty five percent (35%) of Consolidated Adjusted Net Worth at the time of such investment." Section 1.3. Section 10.3 of the Note Agreement shall be and is hereby amended in its entirety to read as follows:" The Company shall not, at any time, permit the Fixed Charges Coverage Ratio to be less than 1.10 to 1, provided, however, that, for each of the quarterly periods ending December 31, 2007, March 31, 2008, June 30, 2008, September 30, 2008 and December 31, 2008, the Company shall not, at any time, permit the Fixed Charge Coverage Ratio to be less than 1 to 1." Section 1.4 . Subparagraph (vii) of Section 10.4(a) of the Note Agreement shall be and is hereby amended in its entirety to read as follows: " (vii) Debt of NCB, FSB (formerly known as NCB Savings Bank, FSB) that (A) consists of demand and time deposits and (B) consists of advances from the Federal Home Loan Bank of Cincinnati (" FHLBC" ) secured pursuant to that certain Blanket Security Agreement, dated as of June 30, 2006 (superseding and replacing the agreement dated November 30, 2000) between NCB, FSB and FHLBC, as the same may be amended or restated from time to time." Section 1.5. The definition of " Consolidated Adjusted Net Income" shall be and is hereby amended by deleting the word " and" at the end of Subparagraph (j) thereof, replacing period with a semicolon at the end of Subparagraph (k) thereof and adding the following after Subparagraph (k):

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" (l) solely for the fiscal quarter of the Company ended June 30, 2007: losses, charges and expenses incurred pursuant to relocation programs in the aggregate amount of $1,288,000;(m) solely for the fiscal quarter of the Company ended September 30, 2007: net losses, charges and expenses incurred on loan sales during such quarter in the amount of $5,328,000; losses, charges and expenses incurred due to the application of Financial Accounting Standards Board Statement 133 in the amount of $1,077,000; losses, charges and expenses incurred due to the adjustment of loan values to reflect the lower of cost or Fair Market Value in the amount of $2,251,000; losses, charges and expenses incurred pursuant to separation programs in the aggregate amount of $840,000; and transaction costs and expenses incurred in connection with amending the Revolving Credit Agreement dated May 1, 2006 by and among the Company, SunTrust (as Agent) and the other banks party thereto (as may be amended from time to time, the " Revolving Credit Agreement" ) in the aggregate amount of $220,000; and(n) solely for the fiscal quarter of the Company ending De
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