NATIONAL COOPERATIVE BANK
                                                
                  CHIEF EXECUTIVE OFFICER
                                                
                   ANNUAL INCENTIVE PLAN
                                                
                                                
                            SUMMARY


OBJECTIVE


The objective of the Plan is to provide focus for the Chief
Executive Officer (CEO) through limiting applicable performance
measures, while maintaining consistency with the Executive
Incentive Plan applicable to other senior officers of the Bank;
and, to provide a basis for the CEO to earn an award of up to 50%
of base salary.

STRUCTURE

Four performance measures serve as a basis for earning the target
award of 35% of salary.  (See attachment "A").  A partial award
can be earned for achievement of at least 85% of a goal.  The
portion of the target award for a goal earned is linear from 85%
to 100% of the goal measure. 
(See attachment "B").

In addition, an "Add-on" award may be earned by exceeding the net
income goal.  The maximum additional award is 15% of salary.  For
each 1% that the net income exceeds goal, 1% of salary is added
to the award earned for achievement of the other goals, up to
maximum total award of 50% of salary.

CALCULATION

Annually, following the end of the year, the Auditor of the Bank
shall report the level of actual performance under each
performance goal to the Executive Committee of the Board of
Directors.

The Executive Committee will calculate the award earned and
authorize, as reflected in its minutes, the distribution of the
earned award.

INTERPRETATION

Any needs to interpret the plan shall be made by the Executive
Committee and recorded in its minutes.  Any decisions made by the
Committee shall be binding on the Bank and the CEO.


DEFERRAL

Prior to the beginning of an annual performance period (or within
60 days of the initial approval of the Plan by the Board of
Directors), the CEO may file an election with the Executive
Committee to defer all or a stated percent of any award which may
be earned to a future date or event (such as retirement or
termination) as specified in the election by the CEO.  Any such
election shall be irrevocable and any deferred account balance
shall be an unsecured promise to pay by the Bank and shall not be
evidenced by a note.  Any deferred amount shall be credited
annually with interest at a rate determined by the Executive
Committee, provided that such rate is no less that the lowest
rate the Bank would charge on a loan to its most credit worth
borrowers. The CEO shall at times be fully vested in any deferred
account balance.

TERM OF THE PLAN

The Plan shall continue in effect until amended or terminated by
the Board of Directors. Annually, the Executive Committee shall
set the performance measures and weights of such measures for the
forthcoming year; and, communicate the performance basis for the
Plan to the CEO and the Board.