COMMERCIAL FEDERAL CORPORATION
PERPETUAL MIDWEST FINANCIAL, INC.
1993 STOCK OPTION AND INCENTIVE PLAN
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1998 Amendment to Stock Option Agreement
_____________________________________
WHEREAS, Commercial Federal Corporation ("CFC") and
Commercial Federal Bank, a Federal Savings Bank (the "Bank")
have entered into a reorganization and merger agreement (the
"Merger Agreement") with Perpetual Midwest Financial, Inc.
("Perpetual") and Perpetual Savings Bank, FSB on December 15,
1997, whereby Perpetual will merge with and into CFC and
Perpetual Savings Bank, FSB will merge with and into the Bank;
WHEREAS, Xxxxxxxxx maintains the Perpetual Midwest
Financial, Inc. 1993 Stock Option and Incentive Plan (the
"Plan"), and CFC intends to assume the Plan and all obligations
thereunder following the closing of the merger;
WHEREAS, Section 1.8(a) of the Merger Agreement provides
that each option outstanding under the Plan shall continue
outstanding as an option to purchase shares of CFC's common
stock ("Common Stock") and under the same terms and conditions
as were applicable immediately prior to the closing of the
merger (the "Closing"), except that the exercise price of each
outstanding stock option (and associated number of shares of
Common Stock covered by the option) shall be proportionately
adjusted in accordance with the Exchange Ratio set forth in
Section 1.3 of the Merger Agreement; and
WHEREAS, Perpetual previously entered into a Stock Option
Agreement dated ________________ ___, 19__ (the "Option Agree-
ment") with (the "Optionee"), and the Optionee received the
following grants of incentive stock options ("ISOs") and/or
non-incentive stock options ("Non-ISOs"):
Shares of
Perpetual's
ISO or Common Stock
Grant Date Non-ISO Subject to the Option Exercise Price
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Perpetual Midwest Financial, Inc. 1993 Stock Option and
Incentive Plan
1998 Amendment to Stock Option Agreement
Page 2
NOW, THEREFORE, BE IT RESOLVED that the Optionee shall
receive shares of Common Stock upon exercise of the stock
options granted to him or her under the Plan; and be it
RESOLVED FURTHER, that the provisions of the Option
Agreement that specify the number of shares of common stock
covered by the option and the option price for each share shall
be amended pursuant to the terms of the Merger Agreement to
provide as follows:
Shares of CFC's
ISO or Common Stock Adjusted
Grant Date Non-ISO Subject to the Option Exercise Price
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Nothing contained herein shall be held to alter, vary or
affect any of the terms, provisions, or conditions of the Plan
or the Option Agreement other than as stated above.
COMMERCIAL FEDERAL CORPORATION
By _____________________________
Its _____________________________
___________________
Date Attest: ___________________(Seal)
