CHANGE OF CONTROL EXECUTIVE SEVERANCE AGREEMENT

THIS CHANGE OF CONTROL EXECUTIVE SEVERANCE AGREEMENT (?Agreement?) is entered into as of the 19th day of January, 2004, by and between COMMERCIAL FEDERAL CORPORATION, a Nebraska corporation (the ?Corporation?), and its wholly-owned subsidiary, COMMERCIAL FEDERAL BANK, A FEDERAL SAVINGS BANK (the ?Bank?), referred to collectively as the ?Employer,? and <<NAME>> (the ?Executive?).

A. The Executive is a key member of the management of the Employer. It is in the best interests of the Corporation, its shareholders, and the Bank to provide an inducement to the Executive to remain in the service of the Employer in the event of any proposed or anticipated Change of Control of the Employer as defined herein, as well as to facilitate an orderly transition in the event of a Change of Control.

B. The Employer wishes to provide economic security for the Executive in the event of a Change of Control.

C. The following provisions have been approved by the Boards of Directors of the Corporation and the Bank (the ?Boards?), and the following Sections shall apply in the event of a Change of Control:

1. Duration. Subject to Sections 7(e) and 8, this Agreement will remain in force until such time as the Executive terminates his or her employment or the Employer, prior to a Change of Control, either terminates the employment of the Executive or reduces Executive?s job title below the level of <<TITLE>>.

2. Change of Control. A Change of Control shall be deemed to have occurred upon the occurrence of the first of any of the following events, referred to herein as a ?Change of Control Event?:

a. The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?)) (a ?Person?) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 49% or more of either (A) the then-outstanding shares of common stock of the Corporation (the ?Outstanding Corporation Common Stock?) or (B) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the ?Outstanding Corporation Voting Securities?); provided, however, that, for purposes of this Section 2(a), the following acquisitions shall not constitute a Change of Control Event: (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any of its affiliated companies or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections 2(c)(i), 2(c)(ii) and 2(c)(iii).

b. Individuals who, as of the date hereof, constitute the Board of the Corporation (the ?Incumbent Board?) cease for any reason to constitute at least a majority of the Board of the Corporation; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation?s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board

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