The Board has been asked to reconstruct the vote to assess the impact of the weighted voting structure. After reviewing the process for counting the votes, we believe we would have to violate the secrecy of the election in order to do this. We reaffirm the previous Board's commitment to a secret ballot and therefore we cannot honor this request.

We have concluded that the election process was handled with integrity and completely in accordance with the rules established by the Board. Every effort, from the beginning, was made to qualify eligible cooperatives and candidates and to count eligible votes, consistent with the need to follow a regular and fair process in the conduct of the election. In order to avoid any possible confusion in the future, the Board will review and finalize all election documents well in advance of the next election. Cooperatives requiring special assistance, including clarification of the instructions or translation of documents, will have ample time to receive it.

Prior to the election the Board had approved a system calling for staggered terms to be assigned to elected directors. The Board had determined that staggered terms would provide the Bank greater stability and minimize disruption occasioned by the election of large numbers of directors at the same time.

In its April, 1982 meeting, the Board of Directors reconsidered the decision to award staggered terms. Until the Bank Act can be amended, the law awards three year terms to each stockholder-elected Board member. The Board wanted more time to consider a variety of options regarding the length of terms, frequency of elections, issues related to full and fair representation of the cooperative community on the Board, and questions of proper balance of weighted votes in future elections. The attached resolution, adopted unanimously by the Board, provides for the Election Review Committee of the Board to examine the issues posed and report back to the Board by December 31, 1982. In the interim, each elected Board member will be assigned a three year term, as the Bank Act provides.

The Board considers the election of directors and the terms assigned to be of critical importance. We are satisfied with the conduct of the previous election and no further review is planned by the Board. We do hope, however, that stockholders will provide comments and suggestions on future elections so that resolution of these issues will reflect your full input.

Attached please find a copy of the Bank's original contract with Carol Greenwald, dated February 1,1980. I have also attached a copy of a deferred compensation agreement executed by and between the Bank and Ms. Greenwald, dated December 31, 1982.

While I cannot be assured that this fully complies with the Committee's request, these are the only signed agreements I discovered in the General Counsel's files.

NATIONAL CONSUMER COOPERATIVE BANK

EMPLOYMENT AGREEMENT

This Agreement is made this first day of February,

1980, between Carol S. Greenwald, residing at 50 Kirkland Street, City of Cambridge, State of Massachusetts, herein referred to as Employee, and the National Consumer Cooperative Bank, a corporation chartered by Public Law 95-351 as amended by Public Law 96-149 (12 U.S.c. $3001 et seq.) with its principal place of business located in Washington, D.C. 20220, herein referred to as Employer.

In consideration of the mutual covenants and promises of the parties hereto, Employer and Employee agree as follows:

SECTION ONE

EMPLOYMENT

Employer employs Employee on the terms and conditions stated in this Agreement to perform services as President and Chief Executive Officer of the National Consumer Cooperative Bank, and Employee agrees to perform services for Employer on the terms and conditions herein stated.

SECTION TWO

TERM OF EMPLOYMENT

The initial term of employment shall be for a

period of three years commencing February 1, 1960, and

ending January 31, 1983. The te ci

shall

continue from year to year thereafter on the same terms
and conditions as set forth in this Agreement unless
Employer or Employee on or before December 1 of any year
gives written notice to the other party to this Agreement
of intention to terminate this Agreement on January 31
next after the giving of such notice, in which case
this Agreement shall terminate in accordance with such

notice.

SECTION THREE

DUTIES OF EMPLOYEE

As President and Chief Executive Officer of the

National Consumer Cooperative Bank, Employee shall have full responsibility for the general management, conduct, and control of the business affairs and day-to-day operations of Employer under the direction of the Board of Directors of Employer, and Employee shall perform these duties to the best of her ability.

SECTION FOUR

COMPENSATION

Employer shall pay Empicyes an annual salary equal to

Executive Level IV as established under 5 U.S.c.

as it may from time to time be amended, payable bi-weekly commencing on February 1, 1980. To the extent permitted

by law, Employee shall also be eligible to participate

in any incentive award program established by the Board

of Directors of Employer for senior officers of the Employer, according to the terms of such program.

SECTION FIVE

BENEFITS

To the extent permitted by law, Employee shall be eligible to participate in any program established by the Board of Directors of Employer to benefit Employees of Employer, according to the terms of such program. Such benefit programs may include, but are not limited a retirement plan, a thrift plan, a health care or insurance plan, a life insurance plan, a disability insurance or income plan, an annual leave plan, a sick leave plan, an educational assistance plan, or any other program intended to retain or protect employees.

to,

SECTION SIX

REIMBURSEMENT FOR EXPENSES

To the extent permitted by law, Employer shall

reimburse Employee for bona fide, ordinary, and reasonable