exv10w54



 






Ex. 10.54




AGREEMENT TO PROVIDE SUPPLEMENTAL RETIREMENT BENEFITS



THIS AGREEMENT, effective as of the 30th day of December, 2003, by and between NATIONAL COOPERATIVE
BANK a corporation organized under the laws of the United States (hereinafter referred to as the
“Employer”), and STEVEN A. BROOKNER of Bethesda, Maryland (hereinafter referred to as the
“Employee”).




WITNESSETH THAT:



WHEREAS, the Employee is employed by the Employer as Chief Executive Officer of NCB FSB, a wholly
owned subsidiary of Employer; and



WHEREAS, the Employer is desirous of retaining the services of Employee and to that end to fund
both the purchase of life insurance on his life to be payable to a beneficiary or beneficiaries of
his choice and the provision of supplemental retirement benefits; and



WHEREAS, the Parties have agreed that a variable life insurance contract will effectively and
efficiently provide both of those benefits; and



WHEREAS, the Employee has applied for, and is the owner of the insurance policy or policies listed
in the attached schedule hereto, hereinafter referred to as the “Policy” and the issuer(s) of which
are hereinafter referred to as the “Insurer”; and



WHEREAS, the Employer and the Employee agree to make the Policy subject to this Agreement.



NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein contained, the
Parties hereby agree as follows:





	1.  	The Parties hereto agree that the Policy shall be subject to the terms and conditions of this
Agreement. The Employee shall be the sole and absolute owner of the Policy and may exercise
all ownership rights granted to the owner thereof by the terms of the Policy.






	2.  	Subject to paragraph 3, the Annual Payment Amount shown on Schedule A will be paid to the
Employee until such date as the Policy has been approved and issued to the Employee, and
thereafter to the Insurer by the Employer during the Employee’s employment annually on or
about December 30th of each year to be applied as a premium under the Policy. Any such
premium paid by the Employer to the Insurer shall be paid by the Employer as agent for the
Employee and shall be charged to the Employee as cash compensation, and for all purposes shall
be deemed cash compensation and shall not entitle Employer to any interest in the Policy.






	3.  	At the written election of the Employee once the Policy has been issued, the Employer shall
pay not less than seventy percent (70%) of the amount on Schedule A to the Insurer 




 









 









	     	(or provide the Employee with a check payable to the Insurer to be used
        to pay for such premium payment) and shall pay the balance of such amount
        to the Employee as cash compensation in order to provide Employee with
        funds to pay any income tax due on the cash compensation charged to the
        Employee pursuant to the Agreement. 


  

	4.  	If the Employee ceases to be employed by the Employer for whatever reason, the Employer’s
obligation to pay the amounts provided herein shall immediately cease as to all or any portion
of any amount payable on or after the date of termination of the Employee’s employment. The
Employee shall have the right to continue to keep the Policy in force either individually or
through a subsequent Employer.






	5.  	a. The Insurance arrangement contemplated herein is an exempt welfare plan under regulations
promulgated under Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”).






b. For purposes of ERISA, the Employer will be the “named fiduciary” and “plan
administrator” of the life insurance arrangement contemplated herein, and this Agreement is
hereby designated as the written plan instrument.




c. The Employee or any beneficiary of his may file a request for benefits with the plan
administrator. If a claim request is wholly or partially denied, the plan administrator
will furnish to the claimant a notice of its decision within ninety (90) days in writing,
unless the plan administrator determines that special circumstances require an extension of
time for processing the claim. If the plan administrator determines that an extension of
time for processing is required, written notice of the extension shall be furnished to the
claimant prior to the termination of the initial 90-day period. In no event shall such
extension exceed a period of 90 days from the end of the initial 90-day period. The
extension notice shall indicate the special circumstances requiring an extension of time,
and the date by which the plan administrator expects to render its determination. The
denial of a claim will be in writing or electronic form and will set forth, in a manner to
be understood by the claimant, the following information:




(i) the specific reason or reasons for the denial;




(ii) specific reference to pertinent plan provisions upon which the denial is based;




(iii) a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation as to why such material or
information is necessary; and




(iv) an explanation of the plan’s claim-review procedure describing the steps to be
taken by a claimant who wishes to submit his claim for review.




	   d.  	A claimant or his authorized representative may, with respect to any wholly or
partially denied claim:





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(i) request a review upon written application filed within sixty (60) days after
receipt by the claimant of written notice of the denial of his claim;




(ii) obtain or otherwise review copies of documents, at no charge, that are relevant
to the denied claim; and



  
(iii) submit issues,
    documents, and comments in writing.



	     	Any request or submission will be in writing and will be directed to
        the plan administrator. The plan administrator will have the sole responsibility
        for the review of any denied claim and will take all appropriate steps
        in light of its findings. The plan administrator will render a decision
        upon review of a denied claim within sixty (60) days after receipt
        of a request for review. If special circumstances warrant additional time,
        the decision will be rendered as soon as possible, but not later than
        one hundred twenty (120) days after receipt of a request for review.
        Written notice of any such extension, the reasons for the extension, and
        the date by which the plan administrator expects to render the decision,
        will be furnished to the claimant prior to the commencement of the extension.
        The decision on review will be in writing or electronic form, and will
        set forth, in a manner calculated to be understood by the claimant, the
        specific reasons for the decision, specific references to the pertinent
        provisions of the plan on which the decision in based, a statement that
        the claimant is entitled to receive, upon request and at no charge, reasonable
        access to and copies of all documents relevant to the claim, and a statement
        of the claimant’s right to bring an action under Section 502(a) of
        ERISA. 


  

  
	6.  	This Agreement shall be binding upon and inure to the benefit of the Employer and its
successors and assignees and the Employee and his permitted successors or assignees, and his
heirs, executors, administrators and beneficiaries.






	7.  	Except as may be preempted by ERISA, this Agreement, and the rights of the Parties hereunder,
shall be governed by and construed in accordance with the laws of Washington, D.C.






	8.  	This Agreement shall not be terminated, altered or amended by either Party without the
express written consent of the other Party.





IN WITNESS WHEREOF, the Employer has caused this Agreement to be executed by its officer



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thereunto duly authorized and the Employee has hereunto set his hand and seal, all as of the day
and year first above written.



	 	 	 
	 
	 	NATIONAL COOPERATIVE BANK

           

	___________________________________
	 	By:________________________________
	Witness
	 	                             Charles
          E. Snyder
	 
	 	

            Title: President and CEO

           

          
	___________________________________
	 	___________________________________
	Witness
	 	Steven A. Brookner






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SCHEDULE A




    	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Annual	 	Annual
	Insurer	 	Policy No.		Face Amount		Payment Amount		Payment Date
	Nationwide
            Life

            Insurance Company 
	 	N101610170 
	 	 	$ 3,076,000.00
	 	 	 	$ 98,000.00
	 	 	December 30








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