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                                  EXHIBIT 10.19

                      Change in Control Executive Severance

                      Agreement with Peter J. Purcell dated

                                  June 1, 2001

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                 CHANGE OF CONTROL EXECUTIVE SEVERANCE AGREEMENT
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         THIS CHANGE OF CONTROL EXECUTIVE SEVERANCE AGREEMENT ("Agreement") is
entered into as of the 1st day of June 2001, 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 PETER J. PURCELL (the
                                                ----------------
"Executive").

                                R E C I T A L S:

     A. The Executive is a key member of the management of the Employer. It is
in the best interests of the Corporation, its shareholders, and the Bank to
provide an inducement to the Executive to remain in the service of the Employer
in the event of any proposed or anticipated Change of Control of the Employer as
defined herein, as well as to facilitate an orderly transition in the event of a
Change of Control.

     B. The Employer wishes to provide economic security for the Executive in
the event of a Change of Control.

     C. The following provisions have been approved by the Boards of Directors
of the Corporation and the Bank (the "Boards"), and apply in the event of a
Change of Control:

     1. Duration. This Agreement will remain in force until such time as the
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Employer terminates this Agreement, or the Executive terminates his or her
employment, or the Employer terminates the employment of the Executive prior to
a Change of Control. The Employer may amend or terminate this Agreement at any
time prior to a Change of Control Event, as defined herein. However, if this
Agreement is terminated in anticipation of a Change of Control Event, such
termination shall be a "Constructive Involuntary Termination" as defined herein.

     2. Change of Control. A Change of Control shall be deemed to have occurred
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in each of the following events, referred to herein as a
"Change of Control Event":

          a. At any time a majority of the directors of the Corporation or the
     Bank are not the persons for whom election proxies have been solicited by
     the Boards, or persons then serving as directors appointed by the Boards,
     except where such appointments are necessitated by the removal of
     directors.

          b. At any time forty nine percent (49%) or more of the outstanding
     stock of the Corporation or the Bank is acquired or beneficially owned (as
     defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
     amended, or any successor thereto) by any person or entity (excluding the
     Corporation, the Bank, or the Executive) or any combination of persons or
     entities acting in concert.

          c. At any time the shareholders of the Corporation or the Bank approve
     an agreement to merge or consolidate the Corporation or the Bank with or
     into another corporation, or to sell or otherwise dispose of all, or
     substantially all of the assets of the Corporation or the Bank.


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     3. Constructive Involuntary Termination. A Constructive Involuntary
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Termination is deemed to have occurred if, in anticipation of a Change of
Control Event, or after such an event has occurred, any of the following occurs:

          a. This Agreement or the Executive's employment is terminated by
     Employer in anticipation of a Change of Control, or by the successor
     corporation after a Change of Control.

          b. The Executive's compensation level is reduced, the Executive is
     given diminished responsibilities, or the Executive is given a lower job
     title.

          c. The level of the Executive's participation in incentive
     compensation is reduced or eliminated.

          d. The Executive's benefit coverage or perquisites are reduced or
     eliminated, except to the extent such reduction or elimination applies to
     all other employees.

          e. The Executive's office location is changed to a location greater
     than fifty (50) miles from the location of the Executive's office at the
     time of the Change of Control Event.

     4. Termination for Cause. The benefits provided herein shall not be due in
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the event the Executive's employment is terminated for cause. With respect to
the Corporation, the term "cause" shall mean, and be limited to any act of
personal dishonesty, willful misconduct, or willful violation of law, which act
results in substantial loss to the Employer or its reputation. With respect to
the Bank, termination for cause shall mean termination because of the
Executive's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order, or material
breach of any provision of this Agreement.

     5. Voluntary Termination. The benefits provided herein shall not be due in
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the event of a voluntary termination. A voluntary termination will have occurred
if the Executive resigns from the successor corporation after a Change of
Control under conditions other than as specified in Section 3.

     6. Regulatory Provisions Applicable Only to the Bank.
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          a. If the Executive is suspended and/or temporarily prohibited from
     participating in the conduct of the Bank's affairs by a notice served under
     Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12
     U.S.C.(S)(S) 1818(e)(3) and (g)(1)), the Bank's obligations under this
     Agreement shall be suspended as of the date of service unless stayed by
     appropriate proceedings. If the charges in the notice are dismissed, the
     Bank may in its discretion (i) pay the Executive all or part of the
     compensation withheld while its contract obligations were suspended; and
     (ii) reinstate (in whole or in part) any of its obligations which were
     suspended.

          b. If the Executive is removed and/or permanently prohibited from
     participating in the conduct of the Bank's affairs by an order issued under
     Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12
     U.S.C.(S)(S) 1818(e)(4) or (g)(1)), all obligations of the Bank under this
     Agreement shall terminate as of the effective date of the order, but vested
     rights of the contracting parties shall not be affected.

          c. If the Bank is in default (as defined in Section 3(x)(1) of the
     Federal Deposit Insurance Act), all obligations of the Bank under this
     Agreement shall terminate as of the date of default, but this paragraph
     shall not affect any vested rights of the contracting parties.

          d. All obligations of the Bank under this Agreement shall be
     terminated, except to the extent determined that continuation of this
     Agreement is necessary for the continued operation of the Bank:

               i. At the time the Federal Deposit Insurance Corporation ("FDIC")
          or the Resolution Trust Corporation ("RTC") enters into an agreement
          to provide assistance to or on behalf of the Bank under the authority
          contained in Section 13(c) of the Federal Deposit Insurance Act; or

               ii. At the time the FDIC or the RTC approves a supervisory merger
          to resolve problems related to operation of the Bank or when the Bank
          is determined by the Director to be in an unsafe or unsound condition.

          Any rights of the parties that have already vested, however, shall not
          be affected by such action.

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     7. Severance Award. If, in anticipation of a Change of Control, or after a
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Change of Control Event has occurred, the Executive's employment is terminated
without cause, or a Constructive Involuntary Termination occurs, the following
provisions apply:

          a. The Executive will continue to receive, in equal monthly payments,
     the base salary and all commissions and bonuses (including short- and
     long-term incentive programs and stock options granted pursuant to the
     Corporation's executive incentive plan) in effect at the time of the
     involuntary termination for a period of 35.88 months from the date of
     termination. For purposes of this paragraph, commissions and bonuses shall
     be determined by computing the average monthly commission and/or bonus
     earned by the Executive for the twenty four (24) months immediately
     preceding the month in which such termination of employment occurs. The
     amount so determined shall be paid to the Executive each month together
     with such base salary, during such 35.88 month period. It is not the intent
     of the parties to this Agreement that payment hereunder will constitute a
     "parachute payment" as defined in Section 280G of the Internal Revenue Code
     of 1986 (the "Code"). Any payments made by the Bank to the Executive
     pursuant to this Agreement, or otherwise, are subject to and conditioned
     upon their compliance with 12 U.S.C. (S)(S) 1828 (K) any regulation
     promulgated thereunder. All benefits and payments shall be reduced, if
     necessary, to the largest aggregate amount that will result in no portion
     thereof being subject to federal excise tax or being nondeductible to the
     Employer for federal income tax purposes. The Executive will determine
     which payments or benefits are to be reduced, if necessary to conform to
     this provision.

          b. During the period of months for which the Executive receives
     compensation under the preceding paragraph, the Executive will also
     continue to participate in any health, disability, and life insurance plan
     to the same extent as if the Executive were an employee of the Employer or
     any successor corporation. In the event that the Executive's participation
     in any of these plans is prohibited, the Employer or successor corporation,
     at its sole expense, shall provide the Executive with benefits
     substantially similar to those which the Executive is entitled to receive
     under any such plan. The Executive shall remain responsible for that
     portion of the costs of such plans for which the Executive was responsible
     prior to termination.

          c. The Executive will also continue to participate until the end of
     such period in any perquisite program (auto, country club, dining club,
     physical, tax planning, etc.) of the Employer or any successor corporation,
     to the same extent as if the Executive were an employee of the successor
     corporation. In the event the providing of any such program is not
     possible, the Employer shall arrange, at its sole cost, to provide an
     equivalent benefit. The Employer may elect to substitute a cash payment
     equivalent to the projected value of any perquisite over the transition
     period.

          d. In the event the Executive obtains employment during the period
     salary, commissions, and bonuses are payable under Section 7(a), any
     amounts received by the Executive as a result of such employment shall be
     offset against and shall serve to reduce the amount payable by the
     Employer. In addition, any benefits the Executive receives which are
     similar to those described in Paragraphs 7(b) and (c) shall relieve the
     Employer from any obligation to provide such benefits to the Executive. The
     Executive shall provide to the Employer all federal and state tax returns
     filed for any period in which any amounts are paid pursuant to this
     Agreement, within fifteen (15) days after such returns are filed, and shall
     provide such other information the Employer may reasonably require to
     assure compliance with this paragraph.

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     8. Legal Fees and Expenses. To the extent not prohibited by law, the
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Employer shall also pay to the Executive one-half (1/2) of all legal fees and
expenses reasonably incurred by the Executive as a result of an involuntary
termination, including, but not limited to, fees and expenses incurred in
seeking to enforce any right or benefit provided by this Agreement.

     9. Successors and Assigns. This Agreement shall be binding upon and inure
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to the benefit of the successors of the Corporation and the Bank.

     The Executive shall have no right to assign, pledge, or otherwise dispose
of or transfer any interest in this Agreement, whether directly or indirectly,
or in whole or in part.

     10. Joint and Several Liability. It is the intent of the parties hereto
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that the liability of the Corporation and the Bank hereunder be joint and
several. If either such party shall be prohibited for any reason from fulfilling
the terms hereof, the other such party shall nevertheless be and remain fully
liable.

     11. Severability. In the event that any portion of this Agreement is held
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to be invalid or unenforceable for any reason, it is hereby agreed that
invalidity or unenforceability shall not affect the other portions of this
Agreement and that the remaining covenants, terms, and conditions shall remain
in full force and effect and any court of competent jurisdiction may so modify
the objectionable provisions as to make it valid and enforceable.

     12. Governing Law. This Agreement shall be construed in accordance with the
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laws of the State of Nebraska, and supersedes any existing Change of Control
agreement between the parties hereto.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.


                         COMMERCIAL FEDERAL CORPORATION

                         By  /s/ William A. Fitzgerald
                             ---------------------------------------
                             William A. Fitzgerald, Chairman & CEO



                         COMMERCIAL FEDERAL BANK, A
                         FEDERAL SAVINGS BANK

                         By  /s/ William A. Fitzgerald
                             ---------------------------------------
                             William A. Fitzgerald, Chairman & CEO