Page ---- ARTICLE I CERTAIN DEFINITIONS Section 1.1 Definitions..........................................2 ARTICLE II THE STOCK PURCHASE Section 2.1 General.............................................10 Section 2.2...Stock Purchase Agreement • April 15th, 1998 • Commercial Federal Corp • Savings institution, federally chartered • New York
a) Except as provided in section 5 below, an Option or Right granted under the Plan shall be exercisable during the lifetime of the Grantee only by such grantee, except as provided in paragraphs (c) and (d) of this Section 3, no such Option or Right...Option Agreement • May 29th, 1998 • Commercial Federal Corp • Savings institution, federally chartered
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 13, 2005Agreement and Plan of Merger • June 17th, 2005 • Commercial Federal Corp • Savings institution, federally chartered • California
Adjustment Shares 14(a)(ii) Affiliate 1(a) Agreement Introduction Associate 1(a) Beneficially Own 1(b) Beneficial Owner 1(b) Business Day 1(c) Cash Tender Offer Proposal 1(d) Close of Business 1(e) Closing Price 1(f) Common Share 1(g) Common Share...Rights Agreement • November 16th, 1998 • Commercial Federal Corp • Savings institution, federally chartered • New York
COMMERCIAL FEDERAL CORPORATION AS ISSUER TO HARRIS TRUST AND SAVINGS BANK --------------- AS TRUSTEE INDENTURECommercial Federal Corp • March 20th, 1996 • Savings institution, federally chartered • Nebraska
EXHIBIT 1 $50,000,000 Aggregate Principal Amount COMMERCIAL FEDERAL CORPORATION % Subordinated Extendible Notes due 2006 PURCHASE AGREEMENT __________________Commercial Federal Corp • November 15th, 1996 • Savings institution, federally chartered • Minnesota
EXHIBIT 1 $50,000,000 Aggregate Principal Amount COMMERCIAL FEDERAL CORPORATION % Subordinated Notes due 2006 PURCHASE AGREEMENT __________________Commercial Federal Corp • March 20th, 1996 • Savings institution, federally chartered • Minnesota
GUARANTEE AGREEMENT COMMERCIAL FEDERAL CORPORATION Dated as of September 25, 2003Guarantee Agreement • November 5th, 2003 • Commercial Federal Corp • Savings institution, federally chartered • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of September 25, 2003, is executed and delivered by Commercial Federal Corporation, a savings and loan holding company incorporated in Nebraska (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Commercial Federal Capital Trust I, a Delaware statutory trust (the “Issuer”).
STOCK OPTION AGREEMENT FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE COMMERCIAL FEDERAL CORPORATION 1996 STOCK OPTION AND INCENTIVE PLANStock Option Agreement • January 30th, 1997 • Commercial Federal Corp • Savings institution, federally chartered
EXHIBIT 10.10 Employment Agreement with James A. Laphen dated June 1, 1997 EMPLOYMENT AGREEMENT --------------------Employment Agreement • September 29th, 1997 • Commercial Federal Corp • Savings institution, federally chartered • Nebraska
EXHIBIT 10.19Severance Agreement • August 14th, 2001 • Commercial Federal Corp • Savings institution, federally chartered • Nebraska
COMMERCIAL FEDERAL CORPORATION Date of Grant 2002 STOCK OPTION AND INCENTIVE PLAN COMMITTEE By:_____________________________________ Authorized Member of the CommitteeCommercial Federal Corp • June 28th, 2002 • Savings institution, federally chartered
STOCK OPTION AGREEMENT ---------------------- FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422 OF THE INTERNAL REVENUE CODE PURSUANT TO THE MID CONTINENT BANCSHARES, INC. 1994 STOCK OPTION PLANStock Option Agreement • February 27th, 1998 • Commercial Federal Corp • Savings institution, federally chartered
Commercial Federal Corporation as Issuer to Harris Trust and Savings Bank as Trustee INDENTURECommercial Federal Corp • November 15th, 1996 • Savings institution, federally chartered • Nebraska
EXHIBIT 2Reorganization and Merger Agreement • August 19th, 1998 • Commercial Federal Corp • Savings institution, federally chartered • Nebraska
EXHIBIT 2.2 THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT ("Option Agreement") dated March 9,...Option Agreement • March 20th, 1998 • Commercial Federal Corp • Savings institution, federally chartered • Nebraska
BETWEENTerm and Revolving Credit Agreement • March 31st, 2003 • Commercial Federal Corp • Savings institution, federally chartered • Nebraska
COMMERCIAL FEDERAL CORPORATION 1996 STOCK OPTION AND INCENTIVE PLAN COMMITTEECommercial Federal Corp • January 30th, 1997 • Savings institution, federally chartered
EXHIBIT 10.22Separation, Waiver and Release Agreement • April 1st, 2002 • Commercial Federal Corp • Savings institution, federally chartered
CHANGE OF CONTROL EXECUTIVE SEVERANCE AGREEMENTChange of Control Executive Severance Agreement • March 5th, 2004 • Commercial Federal Corp • Savings institution, federally chartered • Nebraska
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”).
COMMERCIAL FEDERAL CORPORATION 2002 STOCK OPTION AND INCENTIVE PLAN COMMITTEEOption and Incentive Plan • June 28th, 2002 • Commercial Federal Corp • Savings institution, federally chartered
Exhibit 10.17Employment Agreement • September 28th, 1999 • Commercial Federal Corp • Savings institution, federally chartered • Nebraska
CHANGE OF CONTROL EXECUTIVE SEVERANCE AGREEMENTChange of Control Executive Severance Agreement • November 9th, 2005 • Commercial Federal Corp • Savings institution, federally chartered • Nebraska
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 William A. Fitzgerald (the “Executive”).
COMMERCIAL FEDERAL CORPORATION PERPETUAL MIDWEST FINANCIAL, INC. 1993 STOCK OPTION AND INCENTIVE PLAN _____________________________________ 1998 Amendment to Stock Option Agreement _____________________________________ WHEREAS, Commercial Federal...Commercial Federal Corp • May 29th, 1998 • Savings institution, federally chartered
SERVICING RIGHTS PURCHASE AND SALE AGREEMENT between WELLS FARGO BANK, N.A. Purchaser and COMMERCIAL FEDERAL BANK Seller Dated as of March 31, 2005Purchase and Sale Agreement • May 6th, 2005 • Commercial Federal Corp • Savings institution, federally chartered • New York
THIS SERVICING RIGHTS PURCHASE AND SALE AGREEMENT, dated as of the 31st day of March, 2005 (the “Agreement”), is hereby mutually agreed upon and entered into by and between Wells Fargo Bank, N.A., a national banking association (“Purchaser”) and Commercial Federal Bank, a federal savings bank (“Seller”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2005 • Commercial Federal Corp • Savings institution, federally chartered • Nebraska
THIS AGREEMENT (“Agreement”) is entered into as of the 29th day of November, 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”) – collectively referred to herein as the “Employer” – and FREDERICK R. KULIKOWSKI (“Kulikowski”).
FOR SETTLEMENT PURPOSES ONLY Privileged and Confidential ---------------------------- Draft: Oct. 29, 1999 --------------------------- THIS AGREEMENT (the "Agreement") dated as of October 29, 1999, is by and among Commercial Federal Corporation...For Settlement Purposes • November 2nd, 1999 • Commercial Federal Corp • Savings institution, federally chartered • Nebraska
SEPARATION, WAIVER AND RELEASE AGREEMENTSeparation, Waiver and Release Agreement • August 4th, 2004 • Commercial Federal Corp • Savings institution, federally chartered • Nebraska
EXHIBIT 10.21 Offer of Employment Agreement with Robert J. Hutchinson dated April 18, 2001Commercial Federal Corp • August 14th, 2001 • Savings institution, federally chartered
EXHIBIT 10.16Change of Control Executive Severance Agreement • September 28th, 2000 • Commercial Federal Corp • Savings institution, federally chartered • Nebraska
INTERIM SERVICING AGREEMENT between WELLS FARGO BANK, N.A. as Servicer and COMMERCIAL FEDERAL BANK as Interim Servicer dated as of March 31, 2005Interim Servicing Agreement • May 6th, 2005 • Commercial Federal Corp • Savings institution, federally chartered • New York
THIS INTERIM SERVICING AGREEMENT (this “Agreement”), dated as of the 31st day of March, 2005, is made by and between Wells Fargo Bank, N.A., a national banking association (“Servicer”) and Commercial Federal Bank, a federal savings bank (“Interim Servicer”).
EXHIBIT 10.19 RETIREMENT, WAIVER AND RELEASE AGREEMENT WITH GARY D. WHITE DATED AUGUST 24, 2000 RETIREMENT, WAIVER AND RELEASE AGREEMENT THIS RETIREMENT, WAIVER AND RELEASE AGREEMENT ("Agreement") is made by and between Gary D. White ("White") and...Retirement, Waiver and Release Agreement • September 28th, 2000 • Commercial Federal Corp • Savings institution, federally chartered
COMMERCIAL FEDERAL CORPORATION MID CONTINENT BANCSHARES, INC. 1994 STOCK OPTION PLAN 1998 Amendment to Stock Option Agreement ________________________________________ WHEREAS, Commercial Federal Corporation ("CFC") and Commercial Federal Bank, a...Commercial Federal Corp • February 27th, 1998 • Savings institution, federally chartered
