COMMERCIAL FEDERAL BANK MANAGEMENT INCENTIVE PLAN

(a)

The purpose of this Management Incentive Plan (“the Plan”) is to advance the interests of Commercial Federal Corporation and its subsidiaries (the Bank) by strengthening the ability of the Bank to attract and retain valued key executive employees and managers upon whose judgment, initiative, and efforts the successful conduct and development of the Bank and their subsidiaries depend.

(a)

The Plan shall be administered by the Compensation and Stock Option Committee of the Board of Directors (“the Committee”) under the delegated authorities to that Committee from the Board of Directors. The Committee shall expressly administer the Plan with regard to the Chief Executive Officer, the Chief Operating Officer. and the Chief Financial Officer of the Bank. Administration of the Plan as it relates to all other employees shall be administered by a committee composed of the Bank’s Chief Executive Officer, Chief Operating Officer, and the Chief Financial Officer (“the Plan Administrators”).

(b)

For any fiscal year, the Committee may determine in its sole discretion, the Bank’s net income after taxes and/or the Annual Performance Goal achievement for purposes of this Plan without regard to any extraordinary charges which may affect significantly the calculation of net income after taxes under generally accepted accounting principles.

(c)

The Plan is a one-year annual incentive plan. Participation by employees and the amount of bonuses received will vary from year to year. The Plan may be amended or altered from time to time until suspended or terminated by the Board of Directors.

(a)

The maximum amount available for payment and award of incentive compensation under the Plan in any fiscal year of the Bank shall not exceed 6% of the net income of the Bank after the payment of taxes if the Bank achieves 100% of the corporate plan objectives (Annual Performance Goal) established by the Board of Directors for the fiscal year.

(b)

In the event the Bank achieves less than 100% of the Annual Performance Goal but achieves at least 85% of the Annual Performance Goal for the fiscal year, 3% of net income of the Bank after the payment of taxes shall be available for the payment and award of incentive compensation under this Plan. If the Bank’s performance exceeds 85% of the Annual Performance Goal but is less than 100% the amount available for the payment and award of incentive compensation shall increase by 2 tenths of one percent for each whole percentage point by which the Bank achieves more than 85% of the Annual Performance Goal up to the limit of 6% of net income after the payment of taxes for the fiscal year.

(c)

If the Bank achieves less than 85% of the Annual Performance Goal, no amount shall be available for the payment and award of incentive compensation for that fiscal year under this Plan.

(d)

The amount available for incentive compensation shall be allocated to groups of participants. Tier I participants (as defined in paragraph 4(b)) shall be allocated in an amount not to exceed 75% of the total incentive amount as determined under the preceding paragraphs. Tier II participants (as defined in paragraph 4(d)) shall be allocated in an amount not to exceed 25% of the amount determined for the Annual Incentive Award under the preceding paragraphs plus any amount of Tier I award compensation not allocated under the Plan for the fiscal year.

(a)

Participants in the Plan shall be classified in two groups, Tier I and Tier II.

(b)

Tier I participants shall include the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, all Executive Vice Presidents, all Senior Vice Presidents, and First Vice Presidents as designated by the Plan Administrators.

(c)

Tier II participants shall include key managers as designated by the Plan Administrators.

(d)

To be eligible to receive an incentive compensation award in any given fiscal year, the participant must be employed before July 1 of that fiscal year. Further if the participant is employed after January 1, the annual incentive award for which the participant is eligible shall be pro-rated based on the number of days of employment during the year.

(e)

In order to be eligible to earn and receive an annual incentive award under this Plan, the Participant must be employed on the day awards are paid and the participants’ performance must be determined to be satisfactory or better as determined by the participants Performance Management Process goals for the fiscal year and the Chief Executive Officers (or their designees) discretionary evaluation of performance issues.

(a)

The maximum incentive opportunity under this Plan for the Chief Executive Officer, Chief Operating Officer, and the Chief Financial Officer shall be determined by the Committee in consideration of the Bank’s performance objectives and marketplace practices for like positions in the financial service industry, and in no event shall the maximum opportunity (expressed as a percentage of the individual participant’s base salary) exceed the parameters defined below.

(b)

The maximum incentive opportunity for senior office