EXHIBIT 10.20 TERM CREDIT BUSINESS PROMISSORY NOTE

Maturity Date: December 31, 2010

Date: March 25, 2005

COMMERCIAL FEDERAL CORPORATION

By:

/s/ David S. Fisher

Its:

EVP & CFO

FIRST NATIONAL BANK OF OMAHA

By:

/s/ Donald M. Shiu

Its:

Vice Prsident

COMMERCIAL FEDERAL CORPORATION

By:

/s/ David S. Fisher

Its:

EVP & CFO

FIRST NATIONAL BANK OF OMAHA

By:

/s/ Donald M. Shiu

Its:

/s/ Vice President

COMMERCIAL FEDERAL CORPORATION

By:

/s/ David S. Fisher

Its:

/s/ EVP & CFO

FIRST NATIONAL BANK OF OMAHA

By:

/s/ Donald M. Shiu

Its:

/s/ Vice President

COMMERCIAL FEDERAL CORPORATION

By:

/s/ David S. Fisher

Its:

/s/ EVP & CFO

Advance:

Any advance of credit to the Borrower from the Bank pursuant to Article III of this Agreement.

Affiliate:

As to any Person (as hereinafter defined), any “affiliate” shall mean, with respect to the Borrower, any Person that directly or indirectly controls, or is under, control with, or is controlled by, the Borrower. As used in this definition, “control” including, with its correlated meetings, “controlled by” and “under common control” shall mean possession, directly or indirectly, a power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise), provided that, in any event, any Person that owns directly or indirectly securities having 10% or more of a voting power for the election of directors or other governing body of a corporation or 10% or more in the partnership or other ownership interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.

Bank:

First National Bank of Omaha, a national banking association having its principal place of business at 1620 Dodge Street, Stop 1196, Omaha, Nebraska 68197, its successors and assigns.

Borrower:

Commercial Federal Corporation, a Nebraska corporation and federal savings and loan association holding company having its principal place of business at 13220 California Street, Omaha, Nebraska 68154, its successors and assigns.

Business Day:

Any day, other than a Saturday, Sunday or a legal holiday, on which commercial banks are not authorized or required to close in Omaha, Nebraska.

Change of Control:

(a) At any time when any of the equity securities of the Borrower shall be registered under Section 12 of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), to (i) any person, entity or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than any person which is a management employee, or any such “group” which consists entirely of management employees, of the Borrower) being or becoming the beneficial owner, directly or indirectly, of more than 25% or the voting stock of the Borrower, or (ii) a majority of the members of the Borrower’s board of directors (the “Board”) consisting of persons other than Continuing Directors (as hereinafter defined). As used herein, the term “Continuing Director” means any member of the Board on December 30, 2002 and any other member of the Board who shall be recommended or elected to succeed a Continuing Director by a majority of the Continuing Directors who are then members of the Board.

Classified Loans:

At any particular time, all loans of the Borrower and its Subsidiaries (as hereinafter defined) on a consolidated basis classified as “Loss,” “Doubtful”, or “Substandard” or in any equivalent category by any regulators of such Person (as hereinafter defined), as reported by such Person to any such regulators, pursuant to any internal review of such Person, or pursuant to any inspection and review by the Bank.

Closing Date:

December 30, 2002.

Commercial Federal:

Commercial Federal Bank, a federal savings bank, having its principal place of business at 13220 California Street, Omaha, Nebraska 68154, its successors and assigns.

Commercial Federal Change of Control:

Any time at which Borrower owns less than 100% of the issued and outstanding voting stock of Commercial Federal. For purposes of this definition, warrants for voting stock of Commercial Federal will be deemed to be issued and outstanding voting stock.

Consolidated Interest Expense:

With respect to the Borrower for any period, the sum (without duplication) of the following (in each case, eliminating all offsetting debits and credits between the Borrower and its Subsidiaries (as hereinafter defined) and all other items to be eliminated in the course of preparing consolidated financial statements of the Borrower and its Subsidiaries in accordance with GAAP (as

hereinafter defined)): (i) all interest in respect of Indebtedness (as hereinafter defined) of the Borrower and its Subsidiaries (including imputed interest on capital leases) deducted in determining consolidated net income (or loss) of the Borrower and its Subsidiaries for such period as determined in accordance with GAAP (as hereinafter defined), after eliminating all offsetting debits and credits between the Borrower and its Subsidiaries and all other items required to be eliminated in the course of preparation of consolidated financial statements of the Borrower and its Subsidiaries in accordance with GAAP, plus (ii) all debt discount and expense amortized or required to be amortized in determining the consolidated net income (or loss) of the Borrower and its Subsidiaries in (i) above.

Consolidated Net Worth:

Stockholders equity of the Borrower and its Subsidiaries on a consolidated basis, calculated in accordance with GAAP; plus losses not to exceed $15 million on securities designated as available for sale.

Credit Documents:

Credit documents shall mean, collectively, this agreement, the notes, and all other promissory notes, and other instruments, agreements, and other related documentation executed and delivered pursuant to or in connection with this Agreement, as such instruments, agreements, and other documentation may be amended or otherwise modified from time to time.

Credit Party:

Credit Party shall mean the Bank, its Primary Participants, and any affiliate of the Bank and any successor or assignee thereof.

Default:

An Event of Default or an event that with notice or lapse of time or both would become an Event of Default.

Default Rate:

The floating interest rate announced from time to time by the Bank as its “National Base Rate,” plus three and one-half percent (3.5%). The National Base Rate is set by the Bank, solely in its discretion, to reflect the rates charged by money center banks as their reference rates. Rates charged by the Bank may be at, above, or below the National Base Rate, as determined by the Bank as to each respective customer.

Earnings Available for Fixed Charges:

For any period, the sum of (i) the consolidated net income (or loss) of the Borrower for such period as determined in accordance with GAAP, after eliminating all offsetting debits and credits between the Borrower and its Subsidiaries and all other items required to be eliminated in the course of preparation of consolidated financial statements of the Borrower and its Subsidiaries in accordance with GAAP; (ii) Consolidated Interest Expense for such period; (iii) the consolidated amortization expense related to goodwill, deferred charges and other intangible assets of the Borrower for such period, as determined in accordance with GAAP; (iv) all taxes, assessments and other governmental fees, charges, claims and levies incurred by the Borrower on a

consolidated basis for such period, including, without limitation, any such amounts based on revenue, income, gross receipts, purchases, leases, licenses, sales, use, business, franchises, shares, operations, business occupation, capital surplus, earnings, distributions, dividends, properties, assets, wages, employment or services, and further including, without limitation, any penalties or interest thereon; plus (v) all operating lease expenses of the Borrower and its Subsidiaries on a consolidated basis for such period.

Environmental Claim:

Environmental Claim shall mean, with respect to any Person, any written notice, claim, demand or other written communication (collectively, a “claim”) by any Governmental Authority or other Person alleging or asserting such Person’s liability for costs, damages to natural resources or other Property, personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence or Release of any Hazardous Material at any location, or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

Environmental Laws:

Environmental Laws means any and all Federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

ERISA:

The Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder as from time to time in effect.

Event of Default:

Any of the events set forth in Section 9 of this Agreement.

Existing Credit Agreement:

Existing Credit Agreement shall mean the Credit Agreement dated as of July 1, 1999 among the Borrower and the Bank, as amended and modified by Amendment No. 1 thereto dated as of December 31, 1999, Amendment No. 2 thereto dated as of September 22, 2000, Amendment No. 3 thereto dated as December 20, 2001, and Amendment No. 4 January 22, 2002.

Existing Indebtedness:

All outstanding Indebtedness of the Borrower to the Bank pursuant to this Agreement, plus the Indebtedness shown on Exhibit I to this Agreement.

GAAP:

Generally accepted accounting principles as in effect from time to time in the United States of America.

Governmental Approval:

Governmental Approval shall mean any permit, license, variation, certification, consent, no-action letter, clearance, exemption or other approval granted by a Governmental Authority.

Governmental Authority:

Governmental Authority shall mean any nation or government, any central bank of any nation, any state, province, territory or other political subdivision thereof and any other agency, body, department, bureau, authority or other entity exercising executive, legislative, judicial, regulatory, monetary, taxing or administrative functions of or pertaining to government.

Guarantee:

Guarantee shall mean a guarantee, an endorsement, a contingent agreement to purchase or to furnish funds for the payment or maintenance of, or otherwise to be or become contingently liable under or with respect to, the Indebtedness, or obligations, net worth, working capital or earnings of any Person, or a guarantee of the payment of dividends or other distributions upon the stock or equity interests of any Person, or an agreement to purchase, sell or lease (as lessee or lessor) Property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of such debtor’s obligations or an agreement to assure a creditor against loss, and including, without limitation, causing a bank or other financial institution to issue a letter of credit or other similar instrument for the benefit of another Person, but excluding endorsements for collection or deposit in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning.

Guaranteed Obligations:

Guaranteed Obligations shall mean, collectively (but without duplication): (a) all obligations in respect of the principal of and interest on the Loans made by the Bank to, and the Notes held by each Bank of, the Borrower and (b) all other Obligations from time to time owing to any Credit Party.

Hazardous Material:

Hazardous Material shall mean any hazardous or toxic chemical, waste, byproduct, pollutant, contaminant, compound, product or substance, including, without limitation, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls and petroleum, and any other material, exposure to the manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, remediation or handling of which is prohibited, controlled or regulated by any Environmental Law.

Indebtedness:

Indebtedness shall mean, for any Person (without duplication): (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and

accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within 180 days of the date the respective goods are delivered or the respective services are rendered; (c) Indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations of such Person in respect of letters of credit, bankers acceptances, bonds, guaranties, indemnities or similar instruments issued or accepted by banks or other financial institutions for account of such Person supporting obligations that constitute Indebtedness of any Person; (e) Capital Lease Obligations of such Person; (f) Guarantees by such Person of Indebtedness of others; (g) all obligations of such Person in respect of mandatory redemption or mandatory dividend rights on equity interests but excluding dividends payable solely in additional equity interests; (h) all obligations of such Person, contingent or otherwise, for the payment of money under any noncompete, consulting or similar agreement entered into with the seller of a Target or any other similar arrangements providing for the deferred payment of the purchase price for any acquisition permitted hereby or an acquisition consummated prior to the date hereof; and (i) all obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which lease is required or is permitted to be classified and accounted for as an operating lease under U.S. GAAP but which is intended by the parties thereto for tax, bankruptcy, regulatory, commercial law, real estate law and all other purposes as a financing arrangement.

Knowledge:

With respect to any Person that is not an individual, actual or constructive knowledge by such Person’s president, chief executive officer, chief operating officer or chief financial officer of facts or circumstances giving rise to an Event of Default or Potential Event of Default.

Lien:

With respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or any obligation of such Person under any conditional sale or other title retention agreement or capital lease which would be required to be capitalized on a balance sheet in accordance with GAAP, upon or with respect to any property or asset or such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements), and any agreement to give any such Lien.

Loan Loss Reserve Adequacy Report:

The quarterly report to be provided by Commercial Federal to the Bank pursuant to Sections 5.1(c) and 7.5 hereof, substantially in the form of Exhibit II to this Agreement wherein Commercial Federal provides its internal reserve calculations used to support reserves recorded under the Borrower’s approved policies.

Loans:

Loan show mean the Term Note and the Revolving Note.

Material:

Material in relation to the business, operations, affairs, financial condition, assets or properties of the Borrower and its Subsidiaries taken as a whole.

Material Adverse Effect:

A material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Borrower and its Subsidiaries taken as a whole, or (b) on the ability of the Borrower to perform its obligations under this Agreement, the Term Notes or the Revolving Notes (as hereinafter defined), or (c) on the validity or enforceability of this Agreement, the Term Notes or the Revolving Notes.

Material Adverse Management Change:

With respect to either William A. Fitzgerald, Robert J. Hutchinson, or David S. Fisher, (i) the resignation, retirement, or voluntary or involuntary termination of employment and/or status of such Person as an officer and director of the Borrower; (ii) any announcement, notice of intent, resolution or similar advance notice with respect to the matters referenced in the foregoing clause; or (iii) the death, disability or legal incompetence of any such Person.

Non - Performing Assets:

With respect to the Borrower and its Subsidiaries on a consolidated basis, the sum of: (i) Non-Performing Loans hereinafter defined); (ii) each (as ownership interest of the Borrower or any of its Subsidiaries in any real property required to be disclosed as other real estate owned in such Person’s reports to any of its regulators; plus (iii) other assets acquired through foreclosure or other realization upon collateral or rearrangement or satisfaction of Indebtedness.

Non - Performing Loans:

With respect to the Borrower and its Subsidiaries on a consolidated basis, the sum of: (i) loans which are classified as 90 days or more past due but which are still treated as accrual loans (regardless of whether such classification is internal or as reported to or directed by such Person’s regulators); (ii) loans classified as non-accrual (regardless of whether such classification is internal or as reported to or directed by such Person’s regulators); plus (iii) loans for which the obligee has reduced the agreed interest rate, reduced the principal or interest obligation, extended the maturity, applied interest payments to reduce principal, capitalized interest, obtained or requested additional collateral or otherwise “renegotiated” the terms of the obligation based upon the actual or asserted inability of the obligor or obligors of such loans to perform their obligations pursuant to the agreements with the obligee prior to such modification or renegotiation.

Note Rate:

The floating interest rate announced from time to time by the Bank as its “National Base Rate” minus one percent (1%). The National Base Rate is set by the Bank, solely in its discretion, to reflect generally the rates charged by money center banks as their reference rates. Rates charged by the Bank may be at, above or below the National Base Rate, as determined by the Bank as to each respective customer.

Permitted: Liens

With respect to any Person, any of the following:

(a)    pledges or deposits by the Person under workmen’s compensation law, social security, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness by the Person), or leases to which the Person is a party, or deposits of cash or United States of America Government Bonds to secure surety or appeal bonds or performance bonds to which the Person is a party or which are issued for their account or Liens to secure payments of premiums for insurance purchased in the ordinary course of business;

(b)    Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, attorney’s, miner’s, and mechanics’ liens, or Liens arising out of judgments or awards against the Person with respect to which the Person at the time shall currently be prosecuting an appeal or proceedings for review in good faith and by proper procedure and with respect to which adequate reserves have been established on the books of the Person to the extent required by GAAP;

(c)    Liens for taxes, assessments or other governmental charges or levies not yet subject to penalties for nonpayment and Liens for taxes, assessments or other governmental charges or levies, the payment of which is being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established to the extent required by GAAP;

(d)    Minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, highways and railroad crossings, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or other Liens incidental to the conduct of the business of the Person or to the ownership of its property which Liens were not incurred in connection with Indebtedness of the Person, and which Liens do not individually or in the aggregate materially detract from the value of said properties or materially impair the operation of the business taken as a whole of the Person;

(e)    Liens existing on the date hereof and specified on Exhibit 4.10 hereto, and any extension, renewal or replacement of any such Lien in respect of the same property subject thereto; provided that the principal amount of Indebtedness associated with such Liens in no event shall exceed the principal amount of such Indebtedness on the date hereof (or if it is

         increased, such increase is permitted under Section 7.3 hereof) and does not materially adversely affect the title to or does not materially affect the use of the assets encumbered thereby;

(f)     Purchase money Liens arising after the date hereof and securing payment of the purchase price of fixed assets purchased or constructed after such date; provided, that at the time of such filing, Indebtedness secured by the Lien does not exceed the cost of such property; and the incurrence of Indebtedness secured by such Lien is not prohibited by any other covenant or limitation contained in this Agreement;

(g)    Other Liens incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit or in contemplation of an acquisition (except as permitted under subparagraph (f) above), and which do not in the aggregate: (i) materially adversely affect the title to, or materially affect the use of, the assets in the operation of the business of the Person, taken as a whole, or (ii) materially detract from the value of such property or assets for the purpose of the business of the Person, taken as a whole;

(h)    Any Lien: (i) existing on any property of any corporation at the time it becomes a Subsidiary of the Person, or (ii) existing prior to the time of acquisition upon property acquired by the Person or any Subsidiary of it through purchase, merger or consolidation or otherwise, whether or not the obligation secured thereby is assumed by the Person or such Subsidiary, provided that (A) any Lien permitted by this clause (h) shall not encumber any other property (except the proceeds of such property) of the Person or any Subsidiary of it, and (B) the obligation secured by the Liens on the property of the Person permitted by this clause (h) shall not exceed 100% of the fair market value of such property;

(i)     Any Liens arising in the ordinary course of business of Commercial Federal’s banking business which constitute Liens securing a loan from a Federal Home Loan Bank, Liens securing deposits of governmental entities, and Liens in connection with securities repurchase agreements; and

(j)     Other Liens, provided, that the aggregate amount of Indebtedness secured by such other Liens shall not at any time exceed an amount equal to five percent (5%) of the sum of the stockholder’s equity of the Person calculated in accordance with GAAP, plus any non-cash charges occurring after the date hereof relating to changes in accounting policies, minus the sum (without duplication) of (i) intangible assets as set forth in the

financial statements of the Person, and (ii) Redeemable Stock.

Person:

Any individual, partnership, corporation, trust, unincorporated organization, limited liability company, or limited liability partnership.

Plan:

Any Plan as defined in Section 3 of ERISA.

Potential Event of Default:

Any event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default.

Primary Participants:

La Salle National Bank, a national banking association located in Chicago, Illinois; U.S. Bank National Association, a national banking association located in Milwaukee, Wisconsin, and M & I Marshall and Ilsley Bank, a national banking association located in Milwaukee, Wisconsin.

Pro Forma Fixed Charges:

With respect to the Borrower and its Subsidiaries on a consolidated basis for any period, the sum of: (i) Consolidated Interest Expense for such period, plus (ii) operating lease expenses of the Borrower and its Subsidiaries on a consolidated basis for such period; plus (iii) the Term Note principal payments, but excluding the Term Note principal payment due December 31, 2007.

Quarterly Compliance Certificate:

The report prepared by the Borrower’s chief financial officer on behalf of the Borrower pursuant to Section 5.1 hereof, substantially in the form of Exhibit 5.1 hereto.

Redeemable Stock:

Any equity security which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable before the Term Note Maturity Date (as hereinafter defined)), or upon the happening of any event, matures or is mandatorily redeemable or is redeemable at the option of the holder thereof, in whole or in part, prior to the Term Note Maturity Date.

Restricted Payments:

As to any Person, any dividends (includ