COMMERCIAL FEDERAL CORPORATION
MID CONTINENT BANCSHARES, INC.
1994 STOCK OPTION 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 merger agreement (the "Merger Agreement")
with Mid Continent Bancshares, Inc. ("MCB") and Mid-Continent
Federal Savings Bank on September 2, 1997, whereby MCB will
merge with and into CFC and Mid-Continent Federal Savings Bank
will merge with and into the Bank;
WHEREAS, MCB maintains the Mid Continent Bancshares, Inc.
1994 Stock Option Plan (the "Plan"), and CFC intends to assume
the Plan and all obligations thereunder following the closing of
the merger; and
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, except that (i) the number of shares of Common Stock
covered by each outstanding option, and the exercise price of
each such stock option, shall be proportionately adjusted in
accordance with the Exchange Ratio set forth in Section 1.3 of
the Merger Agreement, and (ii) the options shall become fully
vested on the closing date of the merger, per Section 4.16(b) of
the Merger Agreement;
WHEREAS, MCB previously entered into a Stock Option
Agreement dated ________________ ___, 19__ (the "Option
Agreement") 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 MCB's
ISO or Common Stock Exercise
Grant Date Non-ISO Subject to the Option Price
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Mid Continent Bancshares, Inc. 1994 Stock Option 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 MCB's Adjusted
ISO or Common Stock Exercise
Grant Date Non-ISO Subject to the Option 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)
