<PAGE>
 
                                                                   Exhibit 4.2


                                RIGHTS AGREEMENT


                          dated as of December 19, 1988


                                 by and between


                         COMMERCIAL FEDERAL CORPORATION




                                       and




                       MANUFACTURERS HANOVER TRUST COMPANY

                                 as Rights Agent
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

  Section                                                              Page
  -------                                                              ----

     1     Certain Definitions.........................................  1
     2     Appointment of Rights Agent.................................  9
     3     Issuance of Right Certificates.............................. 10
     4     Form of Right Certificates.................................. 11
     5     Countersignature and Registration........................... 12
     6     Transfer, Split Up, Combination and Exchange of Right
           Certificates; Mutilated, Destroyed, Lost or Stolen
           Right Certificates.......................................... 12
     7     Exercise of Primary Rights.................................. 13
     8     Exercise of Secondary Rights................................ 14
     9     Mechanics of Exercise....................................... 15
     10    Cancellation and Destruction of Right Certificates.......... 16
     11    Reservation and Availability of Capital Shares.............. 17
     12    Securities Record Date...................................... 17
     13    Adjustment of Number of Shares Issuable Upon Exercise
           of Primary Rights........................................... 18
     14    Adjustment of Secondary Right Exercise Price, Number
           of Shares Issuable Upon Exercise of Secondary Rights
           or Number of Secondary Rights............................... 19
     15    Certificate of Adjusted Secondary Right Exercise Price
           or Number of Shares Issuable Upon Exercise of Primary
           Rights or Secondary Rights.................................. 25
     16    Consolidation, Merger, or Sale or Transfer of Assets
           or Earning Power............................................ 26
     17    Fractional Rights and Fractional Shares..................... 28
     18    Rights of Action............................................ 29
     19    Agreement of Right Holders.................................. 29
     20    Right Holder and Right Certificate Holder Not Deemed
           a Stockholder............................................... 30
     21    Concerning the Rights Agent................................. 30
     22    Merger or Consolidation or Change of Name of Rights
           Agent....................................................... 30
     23    Duties of Rights Agent...................................... 31
     24    Change of Rights Agent...................................... 33
     25    Issuance of New Secondary Right Certificates................ 34
     26    Redemption of Rights........................................ 34
     27    Certain Cash Tender Offers.................................. 35
     28    Notice of Certain Events.................................... 37
     29    Notices..................................................... 37
     30    Supplements and Amendments.................................. 38
     31    Certain Covenants........................................... 39
     32    Successors.................................................. 39
     33    Benefits of this Agreement.................................. 39
     34    Severability................................................ 39
     35    Governing Law............................................... 40
     36    Counterparts................................................ 40
     37    Descriptive Headings........................................ 40
<PAGE>
 
                                TABLE OF EXHIBITS
                                -----------------

Exhibit A -- Form of Certificate of Designations

Exhibit B -- Form of Primary Right Certificate

Exhibit C -- Form of Secondary Right Certificate

Exhibit D -- Form of Summary of the Rights
<PAGE>
 
                             TABLE OF DEFINED TERMS
                             ----------------------

Term Defined                                              Page      Section
------------                                              ----      -------

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 Equivalent                                             14(a)(iii)
Company (Commercial Federal Corporation)                           Introduction
Company (following a Section 16(a) Event)                           16(a)(iii)
Current Market Price                                                1(h)
Disclosure Statement                                                1(i)
Distribution Date                                                   3(a)
Exchange Act                                                        1(k)
Exercise Price                                                      1(l)
Expiration Date                                                     1(m)
Fair Offer                                                          27(b)
Fairness Opinion                                                    27(a)
Independent Director                                                1(o)
NASDAQ                                                              1(f)
Person                                                              1(p)
Preferred Share                                                     1(q)
Preferred Share Equivalent                                          14(b)
Primary Right                                                       Recital
Primary Right Distribution Date                                     3(a)
Primary Right Exercise Price                                        7(c)
Primary Right Expiration Date                                       1(t)
Primary Right Redemption Date                                       1(u)
Primary Right Redemption Price                                      26(a)
Proposal Date                                                       27(a)
Prospective Offeror                                                 1(d)
Record Date                                                         Recital
Redemption Date                                                     1(x)
Redemption Price                                                    26(a)
Resolution                                                          27(a)
Right                                                              Introduction
Rights Agent                                                       Introduction
Secondary Right                                                     Recital
Secondary Right Distribution Date                                   3(a)
Secondary Right Exercise Price                                      8(c)
Secondary Right Expiration Date                                     1(bb)
Secondary Right Redemption Date                                     1(cc)
Secondary Right Redemption Price                                    26(a)
Section 14(a)(ii) Event                                             14(a)(ii)
<PAGE>
 
                             TABLE OF DEFINED TERMS
                             ----------------------

Term Defined                                              Page      Section
------------                                              ----      -------

Section 16(a) Event                                                  16(a)
Securities Act                                                       1(gg)
Special Meeting                                                      27(a)
Subsidiary                                                           1(hh)
Surviving Person                                                     16(a)
Trading Day                                                          1(ii)
Undertaking                                                          1(jj)
Voting Share                                                         1(kk)
15% Acquisition Date                                                 1(ll)
15% Person                                                           1(mm)
25% Acquisition Date                                                 1(nn)
25% Person                                                           1(oo)
<PAGE>
 
                                RIGHTS AGREEMENT



  This Rights Agreement ("Agreement") is made and entered into as of the 19th
day of December, 1988 by and between Commercial Federal Corporation, a Nebraska
corporation (the "Company"), and Manufacturers Hanover Trust Company, a New York
corporation (the "Rights Agent").

  WHEREAS, the Board of Directors of the Company has authorized and declared a
dividend of stock purchase rights (the "Rights") consisting of one common stock
purchase right (a "Primary Right") and one preferred stock purchase right (a
"Secondary Right") in respect of each Common Share (as hereinafter defined) of
the Company outstanding on December 30, 1988 (the "Record Date");

  WHEREAS, the Board of Directors of the Company has further authorized and
directed the issuance of (A) one Primary Right with respect to each Common Share
that shall be issued by the Company at any time after the Record Date and prior
to the earliest of the Primary Right Expiration Date (as such terms are
hereinafter defined), and (B) one Secondary Right with respect to each Common
Share that shall be issued by the Company at any time after the Record Date and
prior to the earliest of the Secondary Right Distribution Date, the Secondary
Right Redemption Date or the Secondary Right Expiration Date (as such terms are
hereinafter defined); and

  WHEREAS, in connection with the matters referred to herein, the Company
desires to appoint the Rights Agent to act on behalf of the Company for the
benefit of the holders of Rights, and the Rights Agent is willing so to act;

  NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
agreements set forth herein, and for the benefit of the holders of Primary
Rights and the holders of Secondary Rights, the parties hereto hereby agree as
follows:

  Section 1.  Certain Definitions.  For purposes of this Agreement, the
              -------------------                                      
following terms have the meaning indicated:

      (a)  "Affiliate" and "Associate" shall have the respective meanings
  ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act, as in
  effect on the date hereof.

      (b)  A Person shall be deemed the "Beneficial Owner" of and shall be
  deemed to "Beneficially Own":

           (i)  any securities which such Person or any of such Person's
      Affiliates or Associates beneficially owns, directly or indirectly, for
      purposes of Section 13(d) of the Exchange Act or Rule 13d-3 promulgated
      thereunder (or any comparable or successor law or regulation), in each
      case as in effect on the date hereof;

           (ii)  any securities which such Person or any of such Person's
      Affiliates or Associates has the right to acquire (whether such right is
      exercisable immediately, or only after the passage of time,

                                      -1-
<PAGE>
 
      compliance with regulatory requirements, the fulfillment of a condition,
      or otherwise) pursuant to any agreement, arrangement or understanding, or
      upon the exercise of conversion rights, exchange rights, rights (other
      than the Rights), warrants or options, or otherwise, provided that a
      Person shall not under this clause (b)(ii) be deemed the Beneficial Owner
      of, or to Beneficially Own, securities tendered pursuant to a tender offer
      or exchange offer made by or on behalf of such Person or any of such
      Person's Affiliates or Associates until such tendered securities are
      accepted for purchase or exchange;

           (iii)  any securities which such Person or any such Person's
      Affiliates or Associates has the right to vote, alone or in concert with
      others, pursuant to any agreement, arrangement or understanding, provided
      that a Person shall not under this clause (b)(iii) be deemed the
      Beneficial Owner of, or to Beneficially Own, any security if the
      agreement, arrangement or understanding to vote such security (A) arises
      solely from a revocable proxy given to such Person or any of such Person's
      Affiliates or Associates in response to a public proxy solicitation made
      pursuant to and in accordance with the applicable rules and regulations of
      the Exchange Act, and (B) is not also then reportable on Schedule 13D
      under the Exchange Act (or any comparable or successor report);

           (iv)  any securities which are owned, directly or indirectly, by any
      other Person with which such Person or any of such Person's Affiliates or
      Associates has any agreement, arrangement or understanding for the purpose
      of acquiring, holding, voting (other than voting pursuant to a revocable
      proxy as described in the proviso to Section 1(b)(iii) hereof) or
      disposing of any securities of the Company; and

           (v)  on any day on or after a Distribution Date, all Rights that
      prior to such date were represented by certificates for Common Share that
      such Person owns on such day.

      (c)  "Business Day" shall mean any day other than a Saturday, a Sunday or
  a day on which banking institutions in the States of New York or Nebraska are
  authorized or obligated by law or executive order to close.

      (d)  "Cash Tender Offer Proposal" shall mean a written proposal delivered
  to the Company by any Person (a "Prospective Offeror"), which proposal:

           (i)  is for a tender offer for any and all of the outstanding Voting
      Shares held by any Person other than such Prospective Offeror or its
      Affiliates or Associates for cash at the same price;

           (ii)  states that such Prospective Offeror has obtained firm written
      financing commitments from recognized institutional financing sources,
      and/or has on hand cash or cash equivalents, for the full amount of all
      financing necessary to consummate the acquisition of Voting Shares
      described in such Cash Tender Offer Proposal and is accompanied by
      reasonable evidence of the foregoing; and

                                      -2-
<PAGE>
 
           (iii)  contains the written agreement of the Prospective Offeror to
      pay (or share with any other Prospective Offeror) the Company's costs of
      any Special Meeting (as such term if defined in Section 27 hereof), other
      than the Company's costs of preparing and mailing proxy material for its
      own solicitation.

      (e) "Close of Business" on any given date shall mean 5:00 p.m., Omaha
  time, on such date; provided, however, that if such date is not a Business
  Day, it shall mean 5:00 p.m., Omaha time, on the next succeeding Business Day.

      (f)  "Closing Price" of a stock or other security on any day shall be the
  last sale price, regular way, per share of such stock or unit of such other
  security on such day or, in case no such sale takes place on such day, the
  average of the closing bid and asked price, regular way, in either case as
  reported in the principal consolidated transaction reporting system with
  respect to securities listed or admitted to trading on the New York Stock
  Exchange or, if such stock or other security is not listed or admitted to
  trading on the New York Stock Exchange, as reported in the principal
  consolidated transaction reporting system with respect to securities listed on
  the principal national securities exchange on which such stock or other
  security is listed or admitted to trading or, if such stock or other security
  is not listed or admitted to trading on any national securities exchange, the
  last quoted price or, if not so quoted, the average of the high bid and low
  asked prices in the over-the-counter market, as reported by the National
  Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ")
  or such other system then in use or, if on any such date such stock or other
  security is not quoted by any such organization, the average of the closing
  bid and asked prices as furnished by a professional market maker making a
  market in such stock or other security selected by the Board of Directors of
  the Company.

      (g)  "Common Share" shall mean one share of Common Stock, par value $0.01
  per share, of the Company, unless used with reference to a Person other than
  the Company, in which case it shall mean one share of the class of common
  stock of such Person having the greatest voting power per share or, if such
  Person is a Subsidiary of another Person, one Common Share of the Person which
  ultimately controls such first-mentioned Person.

      (h)  "Current Market Price" per share of a stock or unit of any other
  security on any date shall mean the average of the daily Closing Prices of
  such stock or other security for the 30 consecutive Trading Days through and
  including the Trading Day immediately preceding the date in question;
  provided, however, that if the Company shall determine that any event shall
  have caused the Closing Price on any Trading Day during such 30-day period not
  to be fully comparable with the Closing Price on the date in question (or, if
  no Closing Price is available on the date in question, on the Trading Day
  immediately preceding the date in question), then each such noncomparable
  Closing Price so used shall be appropriately adjusted in order to make the
  Closing Price on each Trading Day during the period used for the determination
  of the Current Market Price fully comparable with the Closing Price on such
  date in question (or, if applicable, the immediately preceding Trading Day);
  and provided further, however, that if

                                      -3-
<PAGE>
 
  such stock or other security is not publicly held or so listed or traded,
  "Current Market Price" per share of such stock or unit of such other security
  shall mean the fair value per share of such stock or unit of such other
  security as determined in good faith by the Board of Directors of the Company
  based upon such appraisals or valuation reports of such independent experts as
  the Board of Directors shall in good faith determine appropriate, which
  determination shall be described in a statement filed by the Company with the
  Rights Agent.

      (i)  "Disclosure Statement" shall mean a written statement of any Person,
  in form reasonably satisfactory to the Company, containing, in reasonable
  detail, a statement of such Person's plans and intentions concerning the
  Company and its securities, including, without limitation, the following
  information:

           (i)  the total number of Voting Shares of which such Person intends
      to acquire the Beneficial Ownership during the three-year period
      commencing on the date thereof;

           (ii)  the maximum aggregate value of the consideration to be paid for
      such acquisition of Voting Shares;

           (iii)  a description of the method or methods by which such
      acquisition of Voting Shares will be effected;

           (iv)  the source or sources of financing for such acquisition of
      Voting Shares, which must be cash or cash equivalents on hand (accompanied
      by reasonable evidence thereof) or third-party financing pursuant to firm
      written financing commitments from recognized financing sources (with a
      copy of such commitments attached);

           (v)  the name and address of any Person to be nominated during such
      three-year period by or on behalf of such Person as a director of the
      Company, plus such information regarding such person as would be required
      to be included in any proxy solicitation for the election of such person
      in accordance with Regulation 14A under the Exchange Act; and

           (vi)  a description of each proposal or other action to be submitted
      to the stockholders, or the Board of Directors or the management of the
      Company, during such three-year period.

If such Person's plans or intentions are contingent,  or may vary depending upon
the existence of facts or events beyond such Person's control, the Disclosure
Statement shall set forth, in reasonable detail, the nature of such
contingencies and the manner in which such facts or events may influence such
Person's plans or intentions.   A listing of alternative courses of action which
may be pursued shall not constitute an adequate disclosure for the purposes of a
Disclosure Statement unless the circumstances in which each such alternative
would be relevant may reasonably be discerned from the disclosures provided.

                                      -4-
<PAGE>
 
      (j)  "Distribution Date" shall have the meaning ascribed to it in Section
  3 hereof.

      (k)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
  amended.

      (l)  "Exercise Price" shall mean the price to be paid by the holder of a
  Primary Right or a Secondary Right upon the exercise thereof, which price is
  set forth in Section 7(c) hereof with respect to Primary Rights and Section
  8(c) with respect to Secondary Rights.

      (m)  "Expiration Date" shall mean the Primary Right Expiration Date and
  the Secondary Right Expiration Date.

      (n)  "Fair Offer" shall have the meaning ascribed to it in Section 27(b)
  hereof.

      (o)  "Independent Director" shall mean a director of the Company who is
  not (i) an officer or employee of the Company or its Subsidiaries, or a
  relative of such officer or employee, or (ii) a 15% Person, a 25% Person, an
  Affiliate or Associate of such 15% Person or 25% Person, an officer, director
  or employee of any of the foregoing, or a relative or nominee of any of the
  foregoing. For purposes of this subsection (o), a director shall be deemed to
  be a "nominee" of a Person referred to in clause (ii) above if such director
  was elected to the Board of Directors of the Company by a vote of stockholders
  in which such director failed to receive the affirmative majority of the votes
  cast by Persons other than such Person, or if such director was appointed by
  the directors to fill a vacancy on the Board of Directors without the approval
  of a majority of the Independent Directors then in office.

      (p)  "Person" shall mean any individual, firm, partnership, corporation,
  association, group (as such term is used in Rule 13d-5 promulgated under the
  Exchange Act) or other entity, and shall include any successor (by merger or
  otherwise) of such entity.

      (q)  "Preferred Share" shall mean one share of Series A Junior
  Participating Cumulative Preferred Stock, $0.01 par value per share, of the
  Company, which shall have the rights and preferences set forth in the form of
  Certificate of Designations attached hereto as Exhibit A.

      (r)  "Primary Right Distribution Date" shall have the meaning ascribed to
  it in Section 3(a) hereof.

      (s) "Primary Right Exercise Price" shall have the meaning ascribed to it
  in Section 7(c) hereof.

      (t)  "Primary Right Expiration Date" shall mean the earlier of (i)
  December 19, 1998 or (ii) 60 days after the date upon which the Primary Rights
  first become exercisable.

      (u)  "Primary Right Redemption Date" shall mean the date upon which the
  Primary Rights are redeemed pursuant to Section 26 or 27 hereof.

                                      -5-
<PAGE>
 
      (v)  "Primary Right Redemption Price" shall have the meaning ascribed to
  it in Section 26(a) hereof.

      (w)  "Record Date" shall have the meaning ascribed to it in the recitals
  hereto.

      (x)  "Redemption Date" shall mean the date upon which the Primary rights
  and/or Secondary Rights are redeemed pursuant to Section 26 or 27 hereof.

      (y)  "Redemption Price" shall have the meaning ascribed to it in Section
  26(a) hereof.

      (z)  "Secondary Right Distribution Date" shall have the meaning ascribed
  to it in Section 3(a) hereof.

      (aa)  "Secondary Right Exercise Price" shall have the meaning ascribed to
  it in Section 8(c) hereof.

      (bb)  "Secondary Right Expiration Date" shall mean December 19, 1998.

      (cc)  "Secondary Right Redemption Date" shall mean the date upon which the
  Secondary Rights are redeemed pursuant to Section 26 or 27 hereof.

      (dd)  "Secondary Right Redemption Price" shall have the meaning ascribed
  to it in Section 26(a) hereof.

      (ee)  "Section 14(a)(ii) Event" shall have the meaning ascribed to it in
  Section 14(a)(ii) hereof.

      (ff)  "Section 16(a) Event" shall have the meaning ascribed to it in
  Section 16(a) hereof.

      (gg)  "Securities Act" shall mean the Securities Act of 1933, as amended.

      (hh)  "Subsidiary" of any Person shall mean any corporation or other
  entity of which equity securities or equity interests representing a majority
  of the voting power are owned, directly or indirectly, or which is effectively
  controlled, by such Person.

      (ii)  "Trading Day" shall mean, as to any stock or other security, a day
  on which the principal national securities exchange or NASDAQ on which such
  stock or other security is listed, quoted or admitted to trading is open for
  the transaction of business or, if such stock or other security is not listed,
  quoted or admitted to trading on any national securities exchange or NASDAQ, a
  Business Day.

      (jj)  "Undertaking" shall mean a binding and enforceable written
  undertaking to the Company of any Person, in form reasonably satisfactory to
  the Company, containing the following provisions and covenants:

                                      -6-
<PAGE>
 
      (i)  not to take any action to increase the number of Voting Shares
  Beneficially Owned by such Person to 25% or more of the total Voting Shares of
  the Company outstanding, except pursuant to a Fair Offer as described in
  Section 27 hereof or in a transaction approved by a majority, but not less
  than five, of the Independent Directors;

      (ii)  for a period of three years, not to take any action, including such
  action as would increase the number of Voting Shares Beneficially Owned by
  such Person, which would cause any statement made in the Disclosure Statement
  of such Person to become untrue, cause there to be a material omission
  therein, or otherwise be inconsistent with the information therein, provided
  that such Person may subsequently execute and deliver to the Company a
  supplemental Disclosure Statement which amends the information provided
  pursuant to Section 1(i)(ii) and/or (iii) of this Agreement, in which case
  (aa) such Person shall not, during the period commencing on the date of
  delivery of such supplemental Disclosure Statement and ending on the twentieth
  Business Day thereafter, take any action which would increase the number of
  Voting Shares that are Beneficially Owned by such Person, and (bb) such
  Undertaking shall apply to such supplemental Disclosure Statement to the same
  extent that it applies to the original Disclosure Statement;

      (iii) for a period of three years, not to nominate or take any action to
  elect or cause to be elected or appointed to the Board of Directors of the
  Company more than one person who is not first approved by a majority, but not
  less than five, of the Independent Directors;

      (iv) for a period of three years, not to propose, encourage or participate
  in any transaction involving the Company and such Person or any of such
  Person's Affiliates or Associates which, if such Person or such Affiliate or
  Associate were a 25% Person at such time, would constitute a Section 14(a)(ii)
  Event or a Section 16(a) Event, unless such transaction is approved in advance
  by a majority, but not less than five, of the Independent Directors and, if
  stockholder approval or ratification is required for the consummation of such
  transaction, by the holders of a majority of the Voting Shares that are not
  Beneficially Owned by such Person or such Affiliate or Associate, as the case
  may be;

      (v) for a period of three years, not to sell or otherwise transfer in any
  manner, directly or indirectly, any Voting Shares or interest therein, or
  enter into any agreement or undertaking with respect to the foregoing, except:

           (1) sales of Voting Shares in a firm commitment underwritten public
      offering registered under the Securities Act, so long as best efforts are
      used, and the managing underwriter is instructed to use its best efforts,
      to achieve a broad public distribution of the Voting Shares, with the
      intention that no Person, together with its Affiliates or Associates, will
      Beneficially Own in excess of 1% of a class of Voting Shares then
      outstanding; 

                                      -7-
<PAGE>
 
           (2) sales of Voting Shares in any "brokers' transactions" (within in
      the meaning of Rule 144 under the Securities Act) which do not exceed an
      aggregate of 1% of a class of Voting Shares then outstanding in any
      consecutive three-month period;

           (3) sales of Voting Shares in any tender offer or exchange offer
      either (A) by the Company or its Affiliates or (B) so long as not opposed
      by a majority of the Independent Directors of the Company, by any third
      party;

           (4) conversions; exchange or exercise of Voting Shares in accordance
      with their terms;

           (5) sales or transfers of Voting Shares in a merger or consolidation
      of the Company, or pursuant to a plan of liquidation of the Company; and

      (vi)  that in the event of a breach of any provision of the Undertaking,
  the Company shall be entitled (in addition to any other remedy which may be
  available to it) to injunctive relief.

      (kk)  "Voting Share" shall mean (i) a Common Share of the Company and (ii)
  any other share of capital stock of the Company entitled to vote generally in
  the election of directors or entitled to vote together with the Common Shares
  in respect to any merger, consolidation, sale of all or substantially all of
  the Company's assets, liquidation, dissolution or winding up.

      (ll)  "15% Acquisition Date" shall mean the first date, after the date
  hereof, on which there is a public announcement (which, for purposes of this
  definition, shall include, without limitation, a report filed pursuant to
  Section 13(d) of the Exchange Act) by the Company or a 15% Person that a
  Person has become a 15% Person.

      (mm)  "15% Person" shall mean any Person which, together with all
  Affiliates and Associates of such Person, Beneficially Owns 15% or more of the
  Voting Shares of the Company then outstanding; provided, however, that the
  term, "15% Person," shall not include: (i) the Company, any wholly-owned
  Subsidiary of the Company, any employee benefit plan of the Company or of a
  Subsidiary of the Company or any Person holding Voting Shares for or pursuant
  to the terms of any such employee benefit plan; (ii) any Person if, at least
  20 Business Days prior to the date upon which such Person would otherwise
  become a 15% Person, such Person delivered to the Company a fully completed
  and executed Disclosure Statement and a fully completed and executed
  Undertaking; (iii) any Person which would not otherwise by a 15% Person but
  for the acquisition of Voting Shares pursuant to a Fair Offer; (iv) Equitable
  of Iowa Companies (unless Equitable of Iowa Companies' ownership position in
  the Company subsequent to the date hereof is reduced to less than 15% of the
  Voting Shares through sale of the Voting Shares (and not as a result of
  dilution caused by issuance of additional Voting Shares by the Company) in
  which event Equitable of Iowa Companies shall thereafter be eligible to be
  included as a "15% Person"); and (v) PasoTex Corporation (provided that
  PasoTex

                                      -8-
<PAGE>
 
  Corporation's 15% or more ownership position results solely from the
  acquisition of Voting Shares pursuant to the terms of an Exchange Agreement,
  dated as of April 27, 1987, by and between the Company and PasoTex
  Corporation). In calculating the percentage of the outstanding Voting Shares
  that are Beneficially Owned by a Person for purposes of this subsection (mm),
  Voting Shares which are Beneficially Owned by such Person shall be deemed
  outstanding, and Voting Shares which are not Beneficially Owned by such Person
  and which are subject to issuance upon the exercise or conversion of
  outstanding conversion rights, rights (other than Primary Rights or Secondary
  Rights), warrants or options shall not be deemed outstanding. Any
  determination made by the Independent Directors as to whether any Person is or
  is not a 15% Person shall be conclusive and binding upon the Rights Agent and
  all holder of Rights.

      (nn)  "25% Acquisition Date" shall mean the first date of public
  announcement (which, for purposes of this definition, shall include, without
  limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by
  the Company or a 25% Person that a Person has become a 25% Person.

      (oo)  "25% Person" shall mean any Person which, together with all
  Affiliates and Associates of such Person, Beneficially Owns 25% or more of the
  Voting Shares of the Company then outstanding; provided, however, that the
  term, "25% Person," shall not include: (i) the Company, any wholly-owned
  Subsidiary of the Company, any employee benefit plan of the Company or of a
  Subsidiary of the Company, or any Person holding Voting Shares for or pursuant
  to the terms of any such employee benefit plan; (ii) any Person which would
  not otherwise be a 25% Person but for the acquisition of Voting Shares
  pursuant to a Fair Offer; and (iii) any Person which is not also a 15% Person
  and which, together with all Affiliates and Associates of such Person,
  Beneficially Owns less than 25% of the Voting Shares of the Company then
  outstanding. In calculating the percentage of the outstanding Voting Shares
  that are Beneficially Owned by a Person for purposes of this subsection (oo),
  Voting Shares which are Beneficially Owned by such Person shall be deemed
  outstanding, and Voting Shares which are not Beneficially Owned by such Person
  and which are subject to issuance upon the exercise or conversion of
  outstanding conversion rights, rights (other than Primary Rights or Secondary
  Rights), warrants or options shall not be deemed outstanding. Any
  determination made by the Independent Directors as to whether any Person is or
  is not a 25% Person shall be conclusive and binding upon the Rights Agent, all
  holders of Primary Rights and all holders of Secondary Rights.

  Section 2.  Appointment of Rights Agent.  The Company hereby appoints the
              ---------------------------                                  
Rights Agent to act as agent for the Company, in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment.  The
Company may from time to time appoint such co-Rights Agents as it may deem
necessary or desirable.  The Company shall provide 15 days prior notice to the
Rights Agent before appointing a Co-Rights Agent and, anything to the contrary
contained herein notwithstanding, the Rights Agent may resign during that 15 day
period, effective immediately.

                                      -9-
<PAGE>
 
Section 3.  Issuance of Right Certificates.
            ------------------------------ 

      (a)  The "Distribution Date" of the Primary Rights (the "Primary Rights
Distribution Date") shall be the date after the date hereof, which is a 10
Business Days (which may be extended by the Independent Directors as set forth
below) after the 15% Acquisition Date, except as described below.  At any time
prior to the Distribution Date of the Primary Rights, a majority of the
Independent Directors may, at their option, determine that the Distribution Date
of the Primary Rights will not be in effect in accordance with this Section 3(a)
hereof if a person became a 15% Person as a result of purchasing Voting Shares
directly from the Company pursuant to a written agreement with the Company.  The
"Distribution Date" of the Secondary Rights (the "Secondary Rights Distribution
Date") shall be the first Business Day after the (i) 25% Acquisition Date or,
(ii) the date of the commencement of (other than by the Company, any wholly-
owned Subsidiary of the Company, any employee benefit plan of the Company or of
any Subsidiary of the Company, or any Person holding Common Shares for or
pursuant to the terms of any such employee benefit plan) a tender offer (other
than a Fair Offer) or exchange offer, the consummation of which would result in
the Beneficial Ownership by a Person, together with its Affiliates and
Associates, of 25% or more of the outstanding Common Shares.

      (b)  Until a Distribution Date, (i) the Rights shall be represented by
certificates for Common Shares (all of which certificates for Common Shares
shall be deemed to be Rights Certificates), and not be separate Rights
Certificates, (ii) the record holder the Common Shares represented by each of
such certificates shall be the record holder of the Rights represented thereby
and (iii) the Rights shall be transferable only in connection with the transfer
of Common Shares.  Until the earliest of a Distribution Date, a Redemption Date
or an Expiration Date, the surrender for transfer of such certificates for
Common Shares shall also constitute the surrender for transfer of the Rights
represented thereby.

      (c)  As soon as practicable after a Distribution Date, and after
notification by the Company, the Rights Agent shall send by first-class,
insured, postage-prepaid mail to each record holder of Common Shares, as of the
Close of Business on such Distribution Date, at the address of such holder shown
on the records of the Company, a Primary Right Certificate substantially in the
Form of Exhibit B hereto or a Secondary Right Certificate substantially in the
form of Exhibit C hereto, as the case may be, representing one Primary Right or
one Secondary Right for each Common Shares so held. Notwithstanding the
foregoing, the Rights Agent shall not send Right Certificates representing
Primary Rights to any 15% Person or 25% Person or its Affiliates or Associates
which Person or Persons are identified by the Company as such or to any other
Person if the Common Shares held by such Person are Beneficially Owned by a 15%
Person or 25% Person or its Affiliates or Associates which person or persons are
identified by the Company as such. As of a Distribution Date, the Rights
distributed shall be represented solely by such Right Certificates and may only
be transferred to by the transfer of such Right Certificates, and the holders of
such Right Certificates as listed in the records of the Company or any transfer
agent or registrar for such Rights shall be the record

                                      -10-
<PAGE>
 
holders of such Rights.  Any determination made by the Company's Board of
Directors as to whether any Common Shares are or were Beneficially Owned at any
time by a 15% Person, a 25% Person, or any of their respective Affiliates or
Associates shall be conclusive and binding upon the Rights Agent and all holders
of Rights.

  (d)  On the Record Date, or as soon as practicable thereafter, the Company
shall send a copy of a Summary of the Rights in substantially the form attached
hereto as Exhibit D by first-class, postage-prepaid mail to each record holder
of Common Shares as of the Close of Business on the Record Date at the address
of such holder shown on the records of the Company.

  (e)  Certificates for Common Shares issued at any time after the Record Date
and for so long as the Distribution Date for either the Primary Rights or the
Secondary Rights has not occurred, shall have impressed on, printed on, written
on or otherwise affixed to them the following legend:

        This certificate also represents Rights which entitle the holder hereof
        to certain rights as set forth in a Rights Agreement by and between
        Commercial Federal Corporation and Manufacturers Hanover Trust Company
        as Rights Agent, dated as of December 19, 1988 (the "Rights Agreement"),
        the terms, conditions and limitations of which are hereby incorporated
        herein by reference and a copy of which is on file at the principal
        executive offices of Commercial Federal Corporation. Under certain
        circumstances specified in the Rights Agreement, such Rights will be
        represented by separate certificates and will no longer be represented
        by this certificate.  Under certain circumstances specified in the
        Rights Agreement, Rights beneficially owned by certain persons may
        become null and void.  Commercial Federal Corporation shall mail to the
        record holder of this certificate a copy of the Rights Agreement without
        charge promptly following receipt of a written request therefor.

        Certificates for all other Common Shares shall have impressed on,
  printed on, written on or otherwise affixed to them the following legend:

        This certificate does not represent any Right issued pursuant to the
        terms of a Rights Agreement by and between Commercial Federal
        Corporation and Manufacturers Hanover Trust Company, as Rights Agent,
        dated as of December 19, 1988.

  Section 4.  Form of Right Certificates.  The Right Certificates (and the forms
              --------------------------                                        
of election to purchase Common Shares or Preferred Shares, as the case may be,
and of assignment to be printed on the reverse thereof), when, as and if issued,
(i) as to Primary Rights, shall be substantially the same as Exhibit B hereto,
and (ii) as to Secondary Rights, shall be substantially the same as Exhibit C
hereto, and may have such marks or identification or designation and such
legends, summaries or endorsements printed thereof as the

                                      -11-
<PAGE>
 
Company may deem appropriate and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any applicable law or with
any rule or regulation made pursuant thereto or with any rule or regulation of
any national securities exchange or NASDAQ on which the Rights or the securities
of the Company issuable upon exercise of the Rights may from time to time be
listed, admitted for trading or quoted, or to conform to usage. Subject to
Section 24 hereof with respect to Secondary Rights, the Rights Certificates,
whenever issued, which are issued in respect of Common Shares that were issued
and outstanding as of the Close of Business on the relevant Distribution Date,
shall be dated as of such Distribution Date.

     Section 5.  Countersignature and Registration.
                 --------------------------------- 

          (a)  The Right Certificates shall be executed on behalf of the Company
     by its Chairman of the Board, its Vice Chairman of the Board, its President
     or any Vice President, either manually or by facsimile signature, and have
     affixed thereto the Company's seal or a facsimile thereof which shall be
     attested by its Secretary or any Assistant Secretary, either manually or by
     facsimile signature. The Right Certificates shall be manually countersigned
     by the Rights Agent and shall not be valid for any purpose unless so
     countersigned. In case any officer of the Company who shall have signed any
     of the Right Certificates shall cease to be such officer of the Company
     before countersignature by the Rights Agent and issuance and delivery by
     the Company, such Right Certificates may nevertheless be countersigned by
     the Rights Agent and issued and delivered by the Company with the same
     force and effect as though the Person who signed such Right Certificates
     had not ceased to be such officer of the Company. Any Right Certificate may
     be signed on behalf of the Company by any Person who at the actual date of
     such execution shall be a proper officer of the Company to sign such Right
     Certificate, even though such Person was not such an officer at the date of
     the execution of this Agreement.

          (b)  Following a Distribution Date, the Rights Agent shall keep or
     cause to be kept at its office books for registration and transfer of the
     Right Certificates issued hereunder. Such books shall show the names and
     addresses of the respective holders of the Right Certificates, the number
     of Rights represented on its face by each of the Right Certificates and the
     date of each of the Right Certificates.

     Section 6.  Transfer, Split Up, Combination and Exchange of Right
                 -----------------------------------------------------
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.
--------------------------------------------------------------------- 

          (a)  Subject to the provisions of Section 6(c), 7(d), 8(d) and 17
     hereof, at any time after the Close of Business on a Distribution Date, and
     so long as the Rights represented by separate Right Certificates remain
     outstanding, Right Certificates representing such Rights may be
     transferred, split up, combined or exchanged for one or more Right
     Certificates representing the same aggregate number of Rights as the Right
     Certificates surrendered. Any registered holder desiring to transfer, split
     up, combine or exchange one or more Right Certificates shall make such
     request in writing delivered to the Rights Agent, and shall surrender the
     Right Certificates to be transferred, split up, combined or exchanged

                                      -12-
<PAGE>
 
     at the office of the Rights Agent with the form of assignment on the
     reverse side thereof endorsed or with a written instrument of transfer in
     form satisfactory to the Company and the Rights Agent enclosed with such
     Right Certificates executed by the registered holder thereof or such
     holder's attorney authorized in writing, and with such signature
     guaranteed. Thereupon, the Rights Agent shall countersign and deliver to
     the Person entitled thereto one or more Right Certificates, as so
     requested. The Company may require payment of a sum sufficient to cover any
     tax or governmental charge that may be imposed in connection with any
     transfer, split up, combination or exchange of Right Certificates.

          (b)  Upon receipt by the Company and the Rights Agents of evidence
     reasonably satisfactory to them of the loss, theft, destruction or
     mutilation of a Right Certificate, and, in case of loss, theft or
     destruction, of indemnity or security reasonably satisfactory to them and,
     at the Company's request, reimbursement to the Company and the Rights Agent
     of all reasonable expenses incidental thereto, and upon surrender to the
     Rights Agent and cancellation of such Rights Certificate if mutilated, the
     Company shall issue and deliver to the Rights Agent for delivery to the
     record holder of such Right Certificate a new Right Certificate of like
     tenor in lieu of such lost, stolen, destroyed or mutilated Right
     Certificate.

          (c) Notwithstanding anything to the contrary in this Section 6, the
     Rights Agent shall not countersign and deliver a Right Certificate to any
     Person if the Company notifies the Rights Agent that such Right Certificate
     represents, or would represent when held by such Person, Rights that had
     become or would become null and void pursuant to Sections 7(d) or 8(d)
     hereof.

     Section 7.  Exercise of Primary Rights.
                 -------------------------- 

          (a)  Until the Primary Right Distribution Date, no Primary Right may
     be exercised.

          (b)  Subject to Section 9(b) and the other provisions of this
     Agreement, at any time after the Primary Right Distribution Date, the
     registered holder of any Primary Right Certificate, other than a Primary
     Right Certificate representing Primary Rights Beneficially Owned by a 15%
     Person or its Affiliate or Associates at any time on or after the 15%
     Acquisition Date, may exercise the Primary Rights represented thereby in
     whole or in part upon surrender of such Primary Right Certificate, with the
     form of election to purchase on the reverse side thereof duly executed
     (with signatures duly guaranteed), to the Rights Agent at the office of the
     Rights Agent at Manufactures Hanover Trust Company, 450 West Thirty-Third
     Street, New York, New York 10001, Attention: Reorganization Department,
     together with payment of the Primary Right Exercise Price with respect to
     each Primary Right exercised, at or prior to the Close of Business on the
     earlier of (i) the Primary Right Expiration Date or (ii) the Primary Right
     Redemption Date.

          (c) The number of Common Shares to be received upon the exercise of an
     exercisable Primary Right and payment of the Primary Right Exercise

                                      -13-
<PAGE>
 
     Price shall be equal to a fraction, the numerator of which is 50% of the
     number of Common Shares outstanding on the 15% Acquisition Date, and the
     denominator of which is the number of Primary Rights outstanding on the 15%
     Acquisition Date that are not Beneficially Owned by the 15% Person or its
     Affiliates or Associates. The Primary Right Exercise Price for the exercise
     of each Primary Right shall be equal to the product of (x) 20% of the
     Current Market Price per Common Share on the 15% Acquisition Date,
     multiplied by (y) the number of Common Shares to be received upon the
     exercise of an exercisable Primary Right and payment of the Primary Right
     Exercise Price. The Primary Right Exercise Price shall be payable in lawful
     money of the United States of America in accordance with Section 9(a)
     hereof.

          (d) Notwithstanding anything in this Agreement to the contrary, on and
     after the Primary Right Distribution Date, any Primary Rights that are or
     were Beneficially Owned by a 15% Person or any of its Affiliates or
     Associates at any time on or after such date shall become null and void and
     any holder of such Primary Rights (whether or not such holder is a 15%
     Person or its Affiliate or Associate) shall thereafter have no right to
     exercise such Primary Rights under any provision of this Agreement.

          (e) In lieu of issuing Common Shares in accordance with the foregoing
     provisions of this Section 7, the Company may, if the Board of Directors
     determines that such action is necessary or appropriate and not contrary to
     the interests of holders of Primary Rights (and, in the event that the
     number of Common Shares of the Company which are authorized by the
     Company's Articles of Incorporation but not outstanding or reserved for
     issuance for purposes other than upon exercise of the Primary Rights are
     not sufficient to permit the exercise in full of the Primary Rights in
     accordance with this Section 7, the Company shall), with respect to each
     Primary Right, make adequate provision to substitute for all or a portion
     of the Common Shares that would otherwise be issuable upon the exercise
     thereof and payment of the Primary Right Exercise Price (i) cash, (ii)
     other equity securities of the Company (including, without limitation,
     preferred shares or units or preferred shares having the same value as
     Common Shares, (iii) debt securities of the Company, (iv) other assets or
     (v) any combination of the foregoing, in each case having an aggregate
     value determined by the Company's Board of Directors to be equal to the
     Common Shares for which substitution is made. Subject to Section 7(d)
     hereof, in the event that the Company takes any action pursuant to this
     Section 7, such action shall apply uniformly to all outstanding Primary
     Rights.

     Section 8.  Exercise of Secondary Rights.
                 ---------------------------- 

          (a) Until the Secondary Right Distribution Date, no Secondary Right
     may be exercised except as provided in Section 14 and 16 hereof.

          (b) Subject to Section 9(b) and the other provisions of this
     Agreement, the registered holder of any Secondary Right Certificate may
     exercise the Secondary Rights represented thereby in whole or in part at
     any time after the Secondary Right Distribution Date upon surrender of such
     Secondary Right Certificate, with the form of election to purchase on

                                      -14-
<PAGE>
 
     the reverse side thereof duly executed (with signatures duly guaranteed),
     to the Rights Agent at the office of the Rights Agent at Manufacturers
     Hanover Trust Company, 450 West Thirty-Third Street, New York, New York
     10001, Attention: Shareholder Services, together with payment of the
     Secondary Right Exercise Price with respect to each Secondary Right
     exercised, at or prior to the Close of Business on the earlier of (i) the
     Secondary Right Expiration Date or (ii) the Secondary Right Redemption
     Date.

          (c) The Secondary Right Exercise Price for the exercise of each
     Secondary Right shall initially be [$42.00] per one hundredth of a share of
     Preferred Shares and shall be payable in lawful money of the United States
     of America in accordance with Section 9(a) hereof. The Secondary Right
     Exercise Price and the number of Preferred Shares (or, following the
     occurrence of a Section 14(a)(ii) Event or a Section 16(a) Event, Common
     Shares and/or other securities) to be acquired upon exercise of a Secondary
     Right shall be subject to adjustment from time to time as provided in
     Sections 14 and 16 thereof.

          (d) Notwithstanding anything in this Agreement to the contrary, upon
     the occurrence of a Section 14(a)(ii) Event or a Section 16(a) Event, any
     Secondary Rights that are or were Beneficially Owned by a 25% Person or any
     Affiliate or Associate of a 25% Person at any time on or after the
     Secondary Right Distribution Date shall become null and void and any holder
     of such Secondary Rights (whether or not such holder is a 25% Person or an
     Affiliate or Associate of a 25% Person) shall thereafter have no right to
     exercise such Secondary Rights under any provision of this Agreement. Any
     Secondary Right Certificate issued pursuant to Section 3 hereof that
     represents Secondary Rights Beneficially Owned by a 25% Person or any
     Affiliate or Associate of a 25% Person, and any Secondary Right Certificate
     issued at any time upon the transfer of any Secondary Rights to a 25%
     Person or any Affiliate or Associate of a 25% Person or to any nominee of
     the foregoing, and any Secondary Right Certificate issued pursuant to
     Section 6 or Section 14 hereof upon the transfer, exchange, replacement or
     adjustment of any other Secondary Right Certificate referred to in this
     sentence, shall or shall be deemed to contain the following legend:

          The Secondary Rights represented by this Secondary Right Certificate
          were issued to a Person who was a 25% Person or an Affiliate or an
          Associate of a 25% Person (as such terms are defined in the Rights
          Agreement). This Secondary Right Certificate and the Secondary Rights
          represented hereby may become void in the circumstances specified in
          Sections 8(d), 14(a)(ii) and 16(a) of the Rights Agreement.

     Any determination made by the Board of Directors as to whether a proposed
     transaction is or is not a transaction described in Section 14(a)(ii)(A)(3)
     or Section 14(a)(ii)(A)(5) hereof shall be conclusive and binding upon the
     Rights Agent and all holders of Rights.

                                      -15-
<PAGE>
 
    Section 9.  Mechanics of Exercise.
                --------------------- 

          (a) Upon receipt of a Right Certificate representing exercisable
     Rights, with the form of election to purchase duly executed, accompanied by
     payment of the Exercise Price for each Right to be exercised and an amount
     equal to any applicable tax or governmental charge required to be paid by
     the holder of such Right Certificate in accordance with Section 11 hereof
     by certified check or cashier's check payable to the order of the Company,
     the Rights Agent shall thereupon promptly (i) requisition from any transfer
     agent of the Common Shares, Preferred Shares and/or other securities,
     certificates for the number of Common Shares, Preferred Shares and/or other
     securities, as the case may be, to be purchased, and the Company hereby
     irrevocably authorizes any such transfer agent to comply with all such
     requests, and/or, as provided in Section 17 hereof with respect to
     Preferred Shares, requisition from the depository agent described therein
     depository receipts representing such number of one-hundredths of a
     Preferred Share as are to be purchased (in which case certificates for the
     Preferred Shares represented by such receipts shall be deposited by the
     transfer agent with such depositary agent) and the Company hereby directs
     such depositary agent to comply with such request, (ii) when appropriate,
     requisition from the Company the amount of cash to be paid pursuant to
     Section 7(e) hereof or in lieu of issuance of fractional shares in
     accordance with Section 17 hereof, (iii) after receipt of such certificates
     or depositary receipts, cause the same to be delivered to or upon the order
     of the registered holder of such Right Certificate, registered in such name
     or names as may be designated by such holder and (iv) when appropriate,
     after receipt thereof, deliver such cash to or upon the order of the
     registered holder of such Right Certificate.

          (b) Notwithstanding the foregoing provisions of this Section 9, the
     exercisability of the Rights shall be suspended for such period as shall
     reasonably be necessary for the Company to register or qualify under the
     Securities Act and any applicable securities law of any jurisdiction the
     Common Shares, Preferred Shares and/or other securities, as the case may
     be, to be issued pursuant to the exercise of the Rights; provided, however,
     that nothing contained in this Section 9 shall relieve the Company of its
     obligations under Section 11(c) hereof. The Company shall notify the Rights
     Agent of the commencement and termination of such suspension pursuant to
     this Section 9(b).

          (c) In case the registered holder of any Right Certificate shall
     exercise less than all of the Rights represented thereby, a new Right
     Certificate representing Rights equivalent to the Rights remaining
     unexercised shall be issued by the Rights Agent to the registered holder of
     such Right Certificate or to such holder's duly authorized assigns, subject
     to the provisions of Section 17 hereof.

     Section 10.  Cancellation and Destruction of Right Certificates.  All Right
                  --------------------------------------------------            
Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in canceled form,
or, if surrendered to the Rights Agent, shall be canceled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by

                                      -16-
<PAGE>
 
any of the provisions of this Rights Agreement.  The Company shall deliver to
the Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof.  The Rights Agent shall
deliver all canceled Right Certificates to the Company or shall, at the written
request of the Company, destroy such canceled Right Certificates, and in such
case shall deliver a certificate of destruction thereof to the Company.

     Section 11.  Reservation and Availability of Capital Shares.
                  ---------------------------------------------- 

          (a)  The Company covenants and agrees that it shall keep available out
     of its authorized and unissued securities (or out of its authorized and
     issued securities held in its treasury), the number of such securities as
     will from time to time be sufficient to permit the exercise in full of all
     outstanding Rights.

          (b)  In the event that any securities issuable upon the exercise of
     Rights are listed on any national securities exchange or quoted on NASDAQ,
     the Company shall use its best efforts, from and after such time as the
     Rights become exercisable, to cause all such securities issued or reserved
     for such issuance to be listed on such exchange or quoted on NASDAQ upon
     official notice of issuance upon such exercise.

          (c)  If necessary to permit the issuance of securities pursuant to the
     Rights, the Company shall use its best efforts, from and after a
     Distribution Date, to register or qualify such securities under the
     Securities Act and any applicable securities law and to keep such
     registration effective until the earlier of the Redemption Date of the
     Expiration Date.

          (d)  The Company covenants and agrees that it shall take all such
     action as may be necessary to ensure that all securities delivered upon the
     exercise of Rights shall, at the time of delivery of the certificates for
     such securities (subject to payment of the Exercise Price), be duly and
     validly authorized and issued and fully paid and nonassessable securities.

          (e)  The Company further covenants and agrees that it shall pay when
     due and payable any and all federal and state taxes and governmental
     charges which may be payable in respect of the issuance or delivery of the
     Right Certificates or of any securities upon the exercise of Rights. The
     Company shall not, however, be required to pay any tax or governmental
     charge which may be payable in respect of any transfer or delivery of a
     Right Certificate to a Person other than, or the issuance or delivery of a
     certificate for securities in respect of a name other than that of, the
     registered holder of the Right Certificate representing Rights surrendered
     for exercise, or to issue or deliver any certificate for securities upon
     the exercise of any Right until any such tax shall have been paid (any such
     tax or governmental charge being payable by the holder of such Right
     Certificate at the time of surrender) or until it has been established to
     the Company's satisfaction that no such tax or governmental charge is due.

                                      -17-
<PAGE>
 
          (f)  With respect to Common Shares and/or other securities issuable
     following the occurrence of a Section 14(a)(ii) Event, the foregoing
     covenants shall be applicable only following the occurrence of such Section
     14(a)(ii) Event.

     Section 12.  Securities Record Date. Each Person in whose name any
                  ----------------------                               
certificate for securities of the Company is issued upon the exercise of Rights
shall for all purposes be deemed to have become the holder of record of the
securities represented thereby on, and such certificate shall be dated, the date
upon which the Right Certificate representing such Rights was duly surrendered
and payment of the Exercise Price (and any applicable taxes or governmental
charge) was made; provided, however, that if the date of such surrender and
payment is a date upon which the securities transfer books of the Company are
closed, such Person shall be deemed to have become the record holder of such
securities on, and such certificate shall be dated, the next succeeding Business
Day on which the securities transfer books of the Company are open.

     Section 13.  Adjustment of Number of Shares Issuable Upon Exercise of
                  --------------------------------------------------------
Primary Rights.
-------------- 

          (a)  In the event that, at any time after the Close of Business on the
     Primary Right Distribution Date and prior to the Close of Business on the
     earlier of the Primary Right Redemption Date or the Primary Right
     Expiration Date, the Company shall (i) declare or pay any dividend on or
     make any distribution with respect to the Common Shares, (ii) subdivide the
     outstanding Common Shares, (iii) combine the outstanding Common Shares into
     a smaller number of Common Shares, (iv) consolidate with or merge with or
     into any other Person (whether or not the Company shall be the continuing
     or surviving corporation in such merger) and, in connection with such
     consolidation or merger, all or part of the Common Shares shall be changed
     into or exchanged for stock or other securities of any Person or cash or
     any other property, or (v) issue any of its securities in a
     reclassification of the Common Shares (including any such reclassification
     in connection with a consolidation or merger), then and in each such event,
     the number and kind of securities or other property, as the case may be,
     issuable upon the exercise of a Primary Right on such date shall be
     proportionately adjusted so that the holder of any Primary Right exercised
     on or after such date shall be entitled to receive, upon the exercise
     thereof and payment of the Primary Right Exercise Price, the aggregate
     number and kind of securities or other property, as the case my be, which,
     if such Primary Right had been exercised immediately prior to such date and
     at a time when such Primary Right was exercisable and the transfer books of
     the Company were open, such holder would have owned upon such exercise and
     would have been entitled to receive by virtue of such event.

          (b)  If, as a result of an adjustment made pursuant to Section 13(a)
     hereof, the holder of any Primary Right thereafter exercised shall become
     entitled to receive any securities of the Company other than Common Shares,
     the number of such other securities so receivable upon exercise of any
     Primary Right shall be subject to adjustment from time to time in a manner
     and on terms as nearly equivalent as practicable to the provisions

                                      -18-
<PAGE>
 
     with respect to Common Shares, contained in this Section 13, and the
     provisions of Sections 7, 11, and 12 hereof shall apply on like terms to
     any such other securities.

          (c)  Before taking any action that would cause the product of the
     number of Common Shares purchasable upon exercise of a Primary Right
     multiplied by the then par value per Common Share to be less than the
     Primary Right Exercise Price, the Company shall take any corporate action
     which may, in the advice or opinion of its counsel, be necessary in order
     that the Company may validly and legally issue such number of fully paid
     and nonassessable securities upon payment of the Primary Right Exercise
     Price.

          (d)  Anything in this Section 13 to the contrary notwithstanding, the
     Company shall be entitled to make such further adjustments in the number of
     securities that may be purchased upon exercise of one Primary Right, in
     addition to those adjustments expressly required by this Section 13, as and
     to the extent that it in its sole discretion shall determine to be
     advisable in order that any (i) consolidation or subdivision of the Common
     Shares, or (ii) dividends on Common Shares payable in Common Shares,
     hereafter made by the Company to holders of its Common Shares shall not be
     taxable to such stockholders.

     Section 14.  Adjustment of Secondary Right Exercise Price, Number of Shares
                  --------------------------------------------------------------
Issuable Upon Exercise of Secondary Rights or Number of Secondary Rights.  The
------------------------------------------------------------------------      
Secondary Right Exercise Price, the number and kind of securities which may be
purchased upon exercise of a Secondary Right and the number of Secondary Rights
outstanding are subject to adjustment from time to time as provided in this
Section 14.

          (a)(i)  In the event that the Company shall at any time after the
     Close of Business on the Record Date and prior to the Close of Business on
     the earlier of the Secondary Right Redemption Date or the Secondary Right
     Expiration Date (A) declare or pay any dividend on the Preferred Shares
     payable in Preferred Shares, (B) subdivide the outstanding Preferred
     Shares, (C) combine the outstanding Preferred Shares into a smaller number
     of Preferred Shares or (D) issue any of its securities in a
     reclassification or the Preferred Shares (including any such
     reclassification in connection with a consolidation or merger in which the
     Company is the continuing or surviving corporation), then and in each such
     event, the Secondary Right Exercise Price in effect at the time of the
     record date for such dividend or on the effective date of such subdivision,
     combination or reclassification, and the number and kind of Preferred
     Shares or other securities, as the case may be, issuable upon the exercise
     of a Secondary Right on such date, shall be proportionately adjusted so
     that the holder of any Secondary Right exercised on or after such date
     shall be entitled to receive, upon the exercise thereof and payment of the
     Secondary Right Exercise Price, the aggregate number and kind of Preferred
     Shares or other securities or other property, as the case may be, which, if
     such Secondary Right had been exercised immediately prior to such date and
     at a time when such Secondary Right was exercisable and the transfer books
     of the Company were open, such holder would have owned upon such exercise
     and would have been entitled to receive by virtue

                                      -19-
<PAGE>
 
     of such dividend, subdivision, combination or reclassification. If an event
     occurs which would require an adjustment under both this Section 14(a)(i)
     and Section 14(a)(ii) hereof, the adjustment provided for in this Section
     14(a)(i) shall be in addition to, and shall be made prior to, any
     adjustment required pursuant to Section 14(a)(ii) hereof.

          (ii)  In the event (a "Section 14(a)(iii) Event") that, at any time
     after the Close of Business on the Record Date and prior to the Close of
     Business on the earlier of the Secondary Right Redemption Date or the
     Secondary Right Expiration Date:

            (A)  any 25% Person or any Affiliate or Associate of any 25% Person
          directly or indirectly, shall

                (1) Merge into the Company or any of its Subsidiaries or
            otherwise consolidate or combine with the Company or any of its
            Subsidiaries, and the Company or such Subsidiary shall be the
            continuing or surviving corporation of such merger, consolidation or
            combination and the Common Shares of the Company shall remain
            outstanding and unchanged,

                (2) in one or more transactions, transfer any assets to the
            Company or any of its Subsidiaries in exchange (in whole or in part)
            for shares of any class of capital stock of the Company or any of
            its Subsidiaries or for securities exercisable for or convertible
            into shares of any class of capital stock of the Company or any of
            its Subsidiaries or otherwise obtain from the Company or any of its
            Subsidiaries, with or without consideration, any additional share of
            any class of capital stock of the Company or any of its Subsidiaries
            or securities exercisable for or convertible into shares of any
            class of capital stock of the Company or any of its Subsidiaries
            (other than as part of a pro rata distribution by the Company or any
            of its Subsidiaries to all holders of such shares of any class of
            capital stock),

                (3) sell, purchase, lease, exchange, mortgage, pledge, transfer
            or otherwise dispose (in one or more transactions), to, from, with
            or of, as the case may be, the Company or any of its Subsidiaries,
            assets, including securities, either (1) on terms and conditions
            less favorable to the Company or such Subsidiary than the Company or
            such Subsidiary would be able to obtain in arm's length negotiation
            with an unaffiliated third party or (2) for reasons which are
            otherwise not in the best interests of the Company,

                (4) receive any compensation from the Company or any Subsidiary
            of the Company other than compensation for employment, or fees for
            serving as a director, at rates inconsistent with the past practices
            of the Company (or its Subsidiaries), or

                (5) receive the benefit, directly or indirectly (except
            proportionately as a stockholder or upon terms and conditions not

                                      -20-
<PAGE>
 
         less favorable than the Company or such Subsidiary would be able to
         obtain in arm's length negotiation with an unaffiliated third party),
         of any loans, advances, guarantees, pledges or other tax advantage
         provided by the Company or any of its Subsidiaries;

         (B) there shall be, during such time as there is a 25% Person, any
    reclassification of securities (including any reverse stock split), or
    recapitalization of the Company, or any merger or consolidation of the
    Company with any of its Subsidiaries or any other transaction or series of
    transactions (whether or not with or into or otherwise involving a 25%
    Person) which has the effect, directly or indirectly, of increasing by more
    than 1% the proportionate share of the outstanding shares of any class of
    equity securities or of securities exercisable for or convertible into
    securities of the Company or any of its Subsidiaries which is Beneficially
    Owned by a 25% Person or any Affiliate or Associate of a 25% Person; or

         (C) any Person (other than the Company, any wholly owned Subsidiary of
    the Company, any employee benefit plan of the Company or of any Subsidiary
    of the Company, or any Person holding Common Shares for or pursuant to the
    terms of any such employee benefit plan), together with its Affiliates and
    Associates, shall become the Beneficial Owner of 25% or more of the Common
    Shares then outstanding (except pursuant to a transaction referred to in
    Section 16(a) hereof);

then, and in each such case, proper provision shall be made so that except as
provided in Section 8(d) hereof, each holder of a Secondary Right shall
thereafter have the right to receive, upon the exercise thereof in accordance
with the terms of this Agreement and payment of the then current Secondary Right
Exercise Price, such number of Common Shares of the Company as shall equal the
result obtained by multiplying the then current Secondary Right Exercise Price
by the then number of one-hundredths of a Preferred Share for which a Secondary
Right was exercisable (or would have been exercisable if the Secondary Right
Distribution Date had occurred) immediately prior to the first occurrence of a
Section 14(a)(ii) Event, and dividing that product by 50% of the Current Market
Price (determined pursuant to Section 14(d) hereof) of a Common Share on the
date of occurrence of the relevant Section 14(a)(ii) Event (such number of
shares being hereinafter referred to as the "Adjustment Shares").  Successive
adjustments shall be made pursuant to this paragraph each time a Section
14(a)(ii) Event occurs.

    (iii)  In lieu of issuing Common Shares in accordance with Section 14(a)(ii)
hereof, the Company may, if the Board of Directors determines that such action
is necessary or appropriate and not contrary to the interests of holders of
Secondary Rights (and, in the event that the number of Common Shares which are
authorized by the Company's Articles of Incorporation but not outstanding or
reserved for issuance for purposes other than upon exercise of the Secondary
Rights are not sufficient to permit the exercise in full of the Secondary Rights
in accordance with Section 14(a)(ii) hereof, the Company shall), with respect to
each Secondary Right, make adequate provisions to substitute for all or a

                                      -21-
<PAGE>
 
portion of the Adjustment Shares which would otherwise be issuable upon the
exercise thereof and payment of the Secondary Right Exercise Price (A) cash, (B)
other equity securities of the Company (including, without limitation, preferred
shares or units of preferred shares having the same value as Common Shares
("Common Share Equivalents")), (C) debt securities of the Company, (D) other
assets or (E) any combination of the foregoing, in each case having an aggregate
value equal to the Adjustment Shares for which substitution is made.  Subject to
Section 8(d) hereof, in the event that the Company takes any action pursuant to
this Section 14(a)(iii), such action shall apply uniformly to all outstanding
Secondary Rights.

    (b) In the event that the Company shall, at any time after the Close of
Business on the Record Date and prior to the Close of Business on the earlier of
the Secondary Right Redemption Date or the Secondary Right Expiration Date, fix
a record date prior to the earlier of the Secondary Right Redemption Date or
Secondary Right Expiration Date for the issuance of rights, options or warrants
to all holders of Preferred Shares entitling them (for a period expiring within
45 calendar days after such record date) to subscribe for or purchase Preferred
Shares (or shares having the same rights, privileges and preferences as the
Preferred Shares ("Preferred Share Equivalents")) or securities convertible into
Preferred Shares or Preferred Share Equivalents, at a price per Preferred Share
or Preferred Share Equivalent (or having a conversion price per share, if a
security convertible into Preferred Shares or Preferred Share Equivalents) less
than the Current Market Price per Preferred Share on such record date, then the
Secondary Right Exercise price to be in effect after such record date shall be
determined by multiplying the Secondary Right Exercise Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be equal to the sum of the number of Preferred Shares outstanding on such
record date plus the number of Preferred Shares which the aggregate offering
price of the total number of Preferred Shares and/or Preferred Share Equivalents
to be so offered (and/or the aggregate initial conversion price of the
convertible securities to be so offered) would purchase at such Current Market
Price, and the denominator of which shall be equal to the number of Preferred
Shares outstanding on such record date plus the number of additional Preferred
Shares and/or Preferred Share Equivalents to be offered for subscription or
purchase (or into which the convertible securities to be so offered are
initially convertible).  Preferred Shares owned by or held for the account of
the Company shall not be deemed outstanding for the purpose of any such
computation.  Such adjustment to the Secondary Right Exercise Price shall be
made successively whenever such a record date is fixed, and in the event that
such rights or warrants are not so issued, the Secondary Right Exercise Price
shall be adjusted to the Secondary Right Exercise Price which would then be in
effect if such record date had not been fixed.

    (c) In the event that the Company shall, at any time after the Close of
Business on the Record Date and prior to the Close of Business on the earlier of
the Secondary Right Redemption Date or the Secondary Right Expiration Date, fix
a record date for the making of a distribution to all holders of the Preferred
Shares (including any such distribution made in connection with a consolidation
or merger in which the Company is the

                                      -22-
<PAGE>
 
surviving corporation) of evidence of indebtedness or assets (other than a
regular quarterly cash dividend or a dividend payable in Preferred Shares) or
subscription rights or warrants (excluding those referred to in Section 14(b)
hereof), the Secondary Right Exercise Price to be in effect after such record
date shall be determined by multiplying the Secondary Right Exercise Price in
effect immediately prior to such record date by a fraction, the numerator of
which shall be equal to the difference of the Current Market Price per Preferred
Share on such record date minus the fair market value of the portion of the
assets or evidences of indebtedness to be so distributed or of such subscription
rights or warrants applicable to one Preferred Share, and the denominator of
which shall be equal to such Current Market Price per Preferred Share.  Such
adjustments shall be made successively whenever such a record date is fixed, and
in the event that such a distribution is not so made, the Secondary Right
Exercise Price shall be adjusted to be the Secondary Right Exercise Price which
would then be in effect if such record date had not been fixed.

    (d) For the purpose of any computation under this Section 14, if the
Preferred Shares are not publicly held or so listed and traded, the "Current
Market Price" per Preferred Share shall be conclusively deemed to be the Current
Market Price per Common Share multiplied by one hundred.

    (e) No adjustment in the Secondary Right Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the Secondary Right Exercise Price; provided, however, that any adjustments
which by reason of this Section 14(e) are not required to be made shall be
cumulated and taken into account in any subsequent adjustment.  All calculations
under this Section 14 shall be made to the nearest cent or to the nearest ten-
thousandth of a Common Share or other share of one-millionth of a Preferred
Share, as the case may be.

    (f) If, as a result of an adjustment made pursuant to Section 14(a) hereof,
the holder of any Secondary Right thereafter exercised shall become entitled to
receive any securities of the Company other than Preferred Shares, the number of
such other securities so receivable upon exercise of any Secondary Right shall
be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to Preferred Shares
contained in this Section 14, and the provisions of Sections 8, 11, 12, and 16
hereof with respect to Preferred Shares shall apply on like terms to any such
other securities.

    (g) All Secondary Rights originally issued by the Company subsequent to any
adjustment made to the Secondary Right Exercise Price hereunder shall represent
the right to purchase, at the adjusted Secondary Right Exercise Price, the
number of one-hundredths of a Preferred Share purchasable from time to time
hereunder upon exercise of the Secondary Rights, all subject to further
adjustment as provided herein.

    (h) Unless the Company shall have exercised its election as provided in
Section 14(i) below, upon each adjustment of the Secondary Right Exercise Price
as a result of the calculations made in Section 14(b) and

                                      -23-
<PAGE>
 
(c) hereof, each Secondary Right outstanding immediately prior to the making of
such adjustment shall thereafter represent the right to purchase, at the
adjusted Secondary Right Exercise Price, that number of one-hundredths of a
Preferred Share (calculated to the nearest one-millionth of a Preferred Share)
obtained by multiplying (i) the number of one-hundredths of a Preferred Share
purchasable upon the exercise of one Secondary Right immediately prior to such
adjustment of the Secondary Right Exercise Price by (ii) the Secondary Right
Exercise Price in effect immediately prior to such adjustment, and dividing the
product so obtained by the Secondary Right Exercise Price in effect immediately
after such adjustment.

    (i) The Company may elect, on or after the date of any adjustment of the
Secondary Right Exercise Price, to adjust the number of Secondary Rights instead
of making any adjustment in the number of Preferred Shares purchasable upon the
exercise of a Secondary Right.  Each of the Secondary Rights outstanding after
such adjustment of the number of Secondary Rights shall be exercisable for the
number of one-hundredths of a Preferred Share for which a Secondary Right was
exercisable immediately prior to such adjustment.  Each Secondary Right held of
record prior to such adjustment of the number of Secondary Rights shall become
that number of Secondary Rights (calculated to the nearest one ten-thousands)
obtained by dividing the Secondary Right Exercise Price in effect immediately
prior to the adjustment of the Secondary Right Exercise Price by the Secondary
Right Exercise Price in effect immediately after such adjustment of the
Secondary Right Exercise Price.  The Company shall make a public announcement of
its election to adjust the number of Secondary Rights pursuant to this Section
14(i), indicating the record date for the adjustment and, if known at the time,
the amount of the adjustment to be made.  This record date may be the date on
which the Secondary Right Exercise Price is adjusted or any day thereafter, but,
if separate Secondary Right Certificates have been issued, it shall be at least
10 days after the date of such public announcement.  If separate Secondary Right
Certificates have been issued, upon each adjustment of the number of Secondary
Rights pursuant to this Section 14(i), the Company shall, as promptly as
practicable, cause to be distributed to holders of record of Secondary Right
Certificates on such record date Secondary Right Certificates representing,
subject to Section 17 hereof, the additional Secondary Rights to which such
holders shall be entitled as a result of such adjustment or, at the option of
the Company, cause to be distributed to such holders of record in substitution
and replacement for the Secondary Right Certificates held by such holders prior
to the date of such adjustment, and upon surrender thereof if required by the
Company, new Secondary Right Certificates representing all the Secondary Rights
to which such holders shall be entitled after such adjustment.  Secondary Right
Certificates to be so distributed shall be issued, executed and countersigned in
the manner provided for herein (and may bear, at the option of the Company, the
adjusted Secondary Right Exercise Price) and shall be registered in the names of
the holders of record of Secondary Right Certificates on the record date
specified in the public announcement.

                                      -24-
<PAGE>
 
         (j) Irrespective of any adjustment or change in the Secondary Right
    Exercise Price or the number of one-hundredths of a Preferred Share issuable
    upon the exercise of one Secondary Right, the Secondary Right Certificates
    theretofore and thereafter issued may continue to express the Secondary
    Right Exercise Price per one one-hundredth of a Preferred Share and the
    number of Preferred Shares issuable upon the exercise of one Secondary Right
    which were expressed in the initial Secondary Right Certificates issued
    hereunder.

         (k) Before taking any action that would cause an adjustment reducing
    the Secondary Right Exercise Price below one one-hundredth of the then par
    value, if any, of the Preferred Shares issuable upon exercise of the
    Secondary Rights, the Company shall take any corporate action which may, in
    the advice or opinion of its counsel, be necessary in order that the Company
    may validly and legally issue fully paid and nonassessable one one-
    hundredths of a Preferred Share at such adjusted Secondary Right Exercise
    Price.

         (l) In any case in which this Section 14 shall require that an
    adjustment in the Secondary Right Exercise Price be made effective as of a
    record date for a specified event, the Company may elect to defer, until the
    occurrence of such event, the issuance to the holder of any Secondary Right
    exercised after such record date of the number of one-hundredths of a
    Preferred Share and other capital stock or securities of the Company, if
    any, issuable upon such exercise over and above the number of one-hundredths
    of a Preferred Share and other capital stock or securities of the Company,
    if any, issuable upon such exercise on the basis of the Secondary Right
    Exercise Price in effect prior to such adjustment; provided, however, that
    the Company shall deliver to such holder a due bill or other appropriate
    instrument representing such holder's right to receive such additional
    shares upon the occurrence of the event requiring such adjustment.

         (m) Anything in this Section 14 to the contrary notwithstanding, the
    Company shall be entitled to make such further adjustments in the number of
    one-hundredths of a Preferred Share that may be purchased upon exercise of
    one Secondary Right, and such further adjustments in the Secondary Right
    Exercise Price, in addition to those adjustments expressly required by this
    Section 14, as and to the extent that it in its sole discretion shall
    determine to be advisable in order that any (i) consolidation or subdivision
    of the Preferred Shares, (ii) issuance wholly for cash of any Preferred
    Shares at less than the Current Market Price thereof, (iii) issuance wholly
    for cash of Preferred Shares or securities which by their terms are
    convertible into or exchangeable for Preferred Shares, (iv) dividends on
    Preferred Shares payable in Preferred Shares or (v) issuance of rights,
    options or warrants referred to Section 14(b) hereof, hereafter made by the
    Company to holders of its Preferred Shares shall not be taxable to such
    stockholders.

    Section 15.  Certificate of Adjusted Secondary Right Exercise Price or
                 ---------------------------------------------------------
Number of Shares Issuable Upon Exercise of Primary Rights or Secondary Rights.
----------------------------------------------------------------------------- 
Whenever an adjustment is made as provided in Section 13, 14, or 16 hereof, the
Company shall promptly (a) prepare a certificate setting forth such adjustment

                                      -25-
<PAGE>
 
and a brief statement of the facts giving rise to such adjustment, (b) file with
the Rights Agent and with each transfer agent for the securities issuable upon
exercise of the Rights a copy of such certificate and (c) mail a brief summary
thereof to each holder of Right affected by such adjustment in accordance with
Section 29 hereof.  Notwithstanding the foregoing sentence, the failure of the
Company to make such certification or to give such notice shall not affect the
validity or the force and effect of such adjustment.  Any adjustment to be made
pursuant to Section 13, 14 or 16 hereof shall be effective as of the date of the
event giving rise to such adjustment.  The Rights Agent may rely on absence of
notice as proof that no adjustment pursuant to this Section 15 has been made.

    Section 16.  Consolidation, Merger, or Sale or Transfer of Assets or Earning
                 ---------------------------------------------------------------
Power.
----- 

         (a) In the event (a "Section 16(a) Event") that, after the 25%
    Acquisition Date, directly or indirectly, (x) the Company shall consolidate
    with, or merge with and into, any other Person (other than any employee
    benefit plan of the Company, or any Person holding Common Shares for or
    pursuant to the terms of any such employee benefit plan), and the Company
    shall not be the continuing or surviving corporation in such consolidation
    or merger, (y) any Person (other than any employee benefit plan of the
    Company, or any Person holding Common Shares for or pursuant to the terms of
    any such employee benefit plan) shall consolidate with the Company, or merge
    with and into the Company and the Company shall be the continuing or
    surviving corporation in such merger and, in connection with such merger,
    all or part of the Common Shares shall be changed into or exchanged for
    stock or other securities of any Person or cash or any other property, or
    (z) the Company and/or any one or more of its Subsidiaries shall sell or
    otherwise transfer, in one or more transactions (other than transactions in
    the ordinary course of business), assets or earning power aggregating more
    than 50% of the assets or earning power of the Company and its Subsidiaries
    (taken as a whole) to any Person or Persons other than the Company or one or
    more of its wholly-owned Subsidiaries (such Persons, together with the
    Persons described in clauses (x) and (y) above shall be collectively
    referred to in this Section 16 as the "Surviving Person"), then, and in each
    such case, proper provision shall be made so that:

              (i) except as provided in Section 8(d) hereof, each holder of a
         Secondary Right shall thereafter have the right to receive, upon the
         exercise thereof in accordance with the terms of this Agreement and
         payment of the then current Secondary Right Exercise Price, such number
         of validly authorized and issued, fully paid and nonassessable Common
         Shares of the Surviving Person as shall be equal to a fraction, the
         numerator of which is the product of the then current Secondary Right
         Exercise Price multiplied by the number of one-hundredths of a
         Preferred Share purchasable upon the exercise of one Secondary Right
         immediately prior to the first Section 14(a)(ii) Event (or, if a
         Section 14(a)(ii) Event has occurred prior to the first Section 16(a)
         Event, the product of the number of such one-hundredths of a Preferred
         Share purchasable upon the exercise of a Secondary Right (or which
         would have been so purchasable if the Secondary Right Distribution

                                      -26-
<PAGE>
 
         Date had occurred) immediately prior to the first Section 14(a)(ii)
         Event, multiplied by the Secondary Right Exercise Price in effect
         immediately prior to such Section 14(a)(ii) Event), and the denominator
         of which is 50% of the Current Market Price per Common Share of the
         Surviving Person on the date of consummation of such Section 14(a)(ii)
         Event;

              (ii)   the Surviving Person shall thereafter be liable for and
         shall assume, by virtue of such consolidation, merger, sale or
         transfer, all the obligations and duties and the Company pursuant to
         this Agreement;

              (iii)  the term, "Company," shall thereafter be deemed to refer to
         the Surviving Person; and

              (iv)   the Surviving Person shall take such steps (including, but
         not limited to, the reservation of a sufficient number of its Common
         Shares in accordance with Section 11 hereof applicable to the
         reservation of Common Shares) in connection with such consummation as
         may be necessary to ensure that the provisions hereof shall thereafter
         be applicable, as nearly as reasonably may be, in relation to its
         Common Shares thereafter deliverable upon the exercise of Secondary
         Rights.

         (b) Notwithstanding the foregoing, if the Section 16(a) Event is the
    sale or transfer of one or more transactions of assets or earning power
    aggregating more than 50% of the assets or earning power of the Company and
    its Subsidiaries (taken as a whole), but less than 100% thereof, then each
    Person acquiring all or a portion thereof shall assume the obligations of
    the Company as a fraction of each of the Secondary Rights equal to the
    fraction of the assets of the Company and its Subsidiaries (taken as a
    whole) acquired by such Person, and the obligations of the Company as to the
    remaining fraction of each of the Secondary Rights shall continue to be the
    obligations of the Company.

         (c) The Company shall not consummate a Section 16(a) Event unless prior
    thereto the Company and the Surviving Person shall have executed and
    delivered to the Rights Agent a supplemental agreement confirming that such
    Surviving Person shall, upon consummation of such Section 16(a) Event,
    assume this Agreement in accordance with Section 16 hereof, and that all
    rights of first refusal or preemptive rights in respect of the issuance of
    Common Shares of such Surviving Person upon exercise of outstanding
    Secondary Rights have been waived and that such Section 16(a) Event shall
    not result in a default by such Surviving Person under this Agreement, and
    further providing that, as soon as practicable after the date of
    consummation of such Section 16(a) Event, such Surviving Person shall:

              (i) prepare and file a registration statement under the Securities
         Act with respect to the Secondary Rights and the securities purchasable
         upon exercise of the Secondary Rights on an appropriate form, use its
         best efforts to cause such registration statement to become effective
         as soon as practicable after such filing, use its

                                      -27-
<PAGE>
 
         best efforts to cause such registration statement to remain effective
         (with a prospectus at all times meeting the requirements of the
         Securities Act) until the earlier of the Secondary Right Redemption
         Date or the Secondary Right Expiration Date, and similarly comply with
         applicable state securities laws;

              (ii)   use its best efforts to list (or continue the listing of)
         the Secondary Rights and the securities purchasable upon exercise of
         the Secondary Rights on a national securities exchange, or use its best
         efforts cause the Secondary Rights and such securities to meet the
         eligibility requirements for quotation on the NASDAQ; and

              (iii)  deliver to holders of the Secondary Rights historical
         financial statements for such Surviving Person which comply in all
         respects with the requirements for registration on Form 10 (or any
         successor form) under the Exchange Act.

         (d) In the event that at any time after the occurrence of a Section
    14(a)(ii) Event some or all of the Secondary Rights shall not have been
    exercised pursuant to Section 14 hereof prior to the date of a Section 16(a)
    Event, such Secondary Rights shall thereafter be exercisable only in the
    manner described in Section 16(a) hereof (without taking into account any
    prior adjustment required by Section 14(a)). In the event that a Section
    14(a)(ii) Event occurs on or after the date of a Section 16(a) Event,
    Secondary Rights shall thereafter be exercisable only in the manner
    described in Section 16(a) hereof (without taking into account any prior
    adjustment required by Section 14(a)). In the event that a Section 14(a)(ii)
    Event occurs on or after the date of a Section 16(a) Event, Secondary Rights
    shall not be exercisable pursuant to Section 14 hereof but shall instead be
    exercisable pursuant to, and only pursuant to, this Section 16.

         (e) The provisions of this Section 16 shall apply to each successive
    merger, consolidation, sale or other transfer constituting a Section 16(a)
    Event.

    Section 17.  Fractional Rights and Fractional Shares.
                 --------------------------------------- 

         (a) The Company shall not be required to issue fractions of Rights or
    to distribute Right Certificates which represent fractional Rights. If the
    Company shall determine not to issue such fractional Rights, the Company
    shall pay to the registered holders of the Right Certificates with respect
    to which such fractional Rights would otherwise be issuable, at the time
    such Rights are exercised as provided herein, an amount in cash equal to the
    same fraction of the Current Market Value of a whole Primary Right or
    Secondary Right, as the case may be. For the purposes of this Section 17(a),
    the Current Market Value of a whole Right shall be the Closing Price per
    Right for the Trading Day immediately prior to the date on which such
    fractional Rights would have been otherwise issuable.

         (b) The Company shall not be required to issue fractions of Common
    Shares or Preferred Shares (other than fractions which are integral
    multiples or one one-hundredth of a Preferred Share) upon exercise of

                                      -28-
<PAGE>
 
    Rights, or to distribute certificates which represent fractional Common
    Shares or Preferred Shares (other than fractions which are integral
    multiples or one one-hundredth of a Preferred Share). Fractions of Preferred
    Shares in integral multiples of one one-hundredth of a Preferred Share may,
    at the election of the Company, be represented by depositary receipts,
    pursuant to an appropriate agreement between the Company and a depositary
    selected by it, provided that such agreement shall provide that the holders
    of such depositary receipts shall have the rights, privileges and
    preferences to which they are entitled as beneficial owners of Preferred
    Shares. If the Company shall determine not to issue fractional Common Shares
    or Preferred Shares (or depositary receipts in lieu of Preferred Shares),
    the Company shall pay to the registered holders of Right Certificates with
    respect to which such fractional Common Shares or Preferred Shares would
    otherwise be issuable, at the time such Rights are exercised as provided
    herein, an amount in cash equal to the same fraction of the Current Market
    Value of a whole Common Share or Preferred Share, as the case may be. For
    purposes of this Section 17(b), the Current Market Value of a whole Common
    Share or Preferred Share shall be the Closing Price per share for the
    Trading Day immediately prior to the date of such exercise.

         (c) The holder of a Right, by the acceptance of such Right, expressly
    waives such holder's right to receive any fractional Rights or any
    fractional Common Shares or Preferred Shares upon exercise of such Right,
    except as permitted by this Section 17.

    Section 18.  Rights of Action.  All rights of action in respect of this
                 ----------------                                          
Agreement, except the rights of action given to the Rights Agent under Section
21 hereof, are vested in the respective registered holders of the Right
Certificates and certificates for Common Shares representing Rights, and any
registered holder of any Right Certificate and of such certificate for Common
Shares, without the consent of the Rights Agent or of the holder of any other
Right Certificate or any other certificate for Common Shares may, in such
holder's own behalf and for such holder's own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, such holder's right to exercise the
Rights represented by such Right Certificate or by such certificate for Common
Shares in the manner provided in such Certificate and in this Agreement. Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have any adequate
remedy at law for any breach by the Company of this Agreement and shall be
entitled to specific performance, and injunctive relief against actual or
threatened violations, of the obligations of the Company under this Agreement.

    Section 19.  Agreement of Right Holders.  Every holder of a Right,  by
                 --------------------------                               
accepting the same, consents and agrees with the Company and the Rights Agent
and every other holder of a Right that:

         (a) prior to Distribution Date, the Rights shall be represented by
    certificates for Common Shares, registered in the name of the holders of
    such Common Shares (which certificates for Common Shares shall also

                                      -29-
<PAGE>
 
    constitute Right Certificates) and each Right shall be transferable only in
    connection with the transfer of such Common Shares;

         (b) after a Distribution Date, the Right Certificates shall only be
    transferable on the registry books of the Rights Agent if surrendered at the
    principal office of the Rights Agent, duly endorsed or accompanied by a
    proper instrument of transfer; and

         (c) the Company and the Rights Agent may deem and treat the Person in
    whose name the Right Certificate is registered as the absolute owner thereof
    and of the Rights represented thereby (notwithstanding any notations of
    ownership or writing on the Right Certificate by anyone other than the
    Company or the Rights Agent) for all purposes whatsoever, and neither the
    Company nor the Rights Agent shall be affected by any notice to the
    contrary.

    Section 20.  Right Holder and Right Certificate Holder Not Deemed a
                 ------------------------------------------------------
Stockholder.  No holder, as such, of any Right or Right Certificate shall be
-----------                                                                 
entitled to vote, receive dividends or be deemed for any purpose the holder of
the securities of the Company which may at any time be issuable upon the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
or Right Certificate, as such, any of the rights of a stockholder of the Company
or any right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 28 hereof), or to receive dividends
or subscription rights, or otherwise, until such Right or the Rights represented
by such Right Certificate shall have been exercised in accordance with the
provisions hereof.

    Section 21.  Concerning the Rights Agent.
                 --------------------------- 

         (a) The Company agrees to pay to the Rights Agent as compensation for
    all services rendered by it hereunder reasonable and customary fees and
    expenses. The Company also agrees to indemnify the Rights Agent for, and to
    hold it harmless against, any loss, liability, or expense, incurred without
    negligence, bad faith or willful misconduct on the part of the Rights Agent,
    for anything done or omitted by the Rights Agent in connection with the
    acceptance and administration of this Agreement, including the costs and
    expenses of defending against any claim of liability.

         (b) The Rights Agent is authorized to rely upon and shall be protected
    and shall incur no liability for or in respect of any action taken, suffered
    or omitted by it in connection with its administration of this Agreement in
    reliance upon any Right Certificate or certificate for the Preferred Shares
    or Common Shares or for other securities of the Company, instrument of
    assignment or transfer, power of attorney, endorsement, affidavit, letter,
    notice, direction, consent, certificate, statement, or other paper or
    document believed by it to be genuine and to be signed, executed and, where
    necessary, verified or acknowledged, by the

                                      -30-
<PAGE>
 
     proper Person or Persons, or otherwise upon the advice of its counsel as
     set forth in Section 23 hereof.

     Section 22.  Merger or Consolidation or Change of Name of Rights Agent.
                  --------------------------------------------------------- 

          (a)  Any corporation into which the Rights Agent or any successor
     Rights Agent may be merged or with which it may be consolidated, or any
     corporation resulting from any merger or consolidation to which the Rights
     Agent or any successor Rights Agent shall be a party, or any corporation
     succeeding to the corporate trust or stock transfer business of the Rights
     Agent or any successor Rights Agent, shall be the successor to the Rights
     Agent under this Agreement without the execution or filing of any paper or
     any further act on the part of any of the parties hereto, provided that
     such corporation would be eligible for appointment as a successor Rights
     Agent under the provisions of Section 24 hereof. If, at the time such
     successor Rights Agent shall succeed to the agency created by this
     Agreement, any of the Right Certificates shall have been countersigned but
     not delivered, any such successor Rights Agent may adopt the
     countersignature of the predecessor Rights Agent and deliver such Right
     Certificates so countersigned; and if at that time any of the Right
     Certificates shall not have been countersigned, any successor Rights Agent
     may countersign such Right Certificates either in the name of the
     predecessor Rights Agent or in the name of the successor Rights Agent; and
     in all such cases such Right Certificates shall have the full force and
     effect provided in such Right Certificates, and in this Agreement.

          (b)  If at any time the name of the Rights Agent shall be changed, and
     at such time any of the Right Certificates shall have been countersigned
     but not delivered, the Rights Agent may adopt the countersignature under
     its prior name and deliver Right Certificates so countersigned; and if at
     that time any of the Right Certificates shall not have been countersigned,
     the Rights Agent may countersign such Right Certificates either in its
     prior name or in its changed name; and in all such cases such Right
     Certificates shall have the full force provided in such Right Certificates
     and in this Agreement.

     Section 23.  Duties of Rights Agent.  The Registered Agent's duties are 
                  ----------------------
only as expressly set forth herein and no implied duties or obligations shall be
read into this agreement against the Rights Agent. The Rights Agent undertakes
the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company and the holders of Right
Certificates, by their acceptance thereof, shall be bound:

          (a)  The Rights Agent may consult with legal counsel (who may be legal
     counsel for the Company), and the advice or opinion of such counsel shall
     be full and complete authorization and protection to the Rights Agent as to
     any action taken or omitted by it in good faith and in accordance with such
     advice or opinion.

          (b)  Whenever in the administration or performance of its duties under
     this Agreement the Rights Agent shall deem it necessary or desirable that
     any fact or matter be proved or established by the Company prior to taking,
     omitting or suffering any action hereunder, such fact or matter

                                      -31-
<PAGE>
 
     (unless other evidence in respect thereof be herein specifically
     prescribed) shall be conclusively proved and established by a certificate
     signed by any one of the Chairman of the Board, the Vice Chairman of the
     Board, the President, any Vice President, the Treasurer or the Secretary of
     the Company and delivered to the Rights Agent; and any such certificate
     shall be full authorization and protection to the Rights Agent and the
     Rights Agent shall incur no liability for any action taken, suffered or
     omitted in good faith by it under the provisions of this Agreement in
     reliance upon such certificate.

          (c)  The Rights Agent shall be liable hereunder to the Company and any
     other Person only for its own negligence, bad faith or willful misconduct.
     
          (d)  The Rights Agent shall not be liable for or by reason of any of
     the statements of fact or recitals contained in this Agreement, or in the
     Right Certificates (except its countersignature thereof), or be required to
     verify the same, but all such statements and recitals are and shall be
     deemed to have been made by the Company only.

          (e)  The Rights Agent shall not be under any liability or
     responsibility in respect of the legality, enforceability or validity of
     this Agreement or the execution and delivery hereof (except the due
     authorization, execution and delivery hereof by the Rights Agent) or in
     respect of the legality, enforceability or validity or execution of any
     Right Certificate (except its countersignature thereof); nor shall it be
     liable or responsible for any breach by the Company of any covenant or
     condition contained in this Agreement or in any Right Certificate; nor
     shall it be liable or responsible for any change in the exercisability of
     the Rights (including the Rights becoming null and void pursuant to
     Sections 7(d) or 8(d)), or any adjustment in the terms of the Rights
     (including the manner, method or amount thereof) provided for in Sections
     9, 13, 14, 16 and 26 hereof, or the ascertaining of the existence of facts
     that would require any such change or adjustment (except with respect to
     the exercise of Rights represented by Right Certificates after actual
     notice from the Company that such change or adjustment is required); nor
     shall it by any act hereunder be deemed to make any representation or
     warranty as to the authorization or reservation of any Common Shares of the
     Company or Preferred Shares or other securities to be issued pursuant to
     this Agreement or any, Right Certificate, or as to whether any Common
     Shares of the Company or Preferred Shares or other securities will, when
     issued, be validly authorized and issued, fully paid and nonassessable.

          (f)  The Company agrees that it will perform, execute, acknowledge and
     deliver or cause to be performed, executed, acknowledged and delivered all
     such further and other acts, instruments and assurances as may reasonably
     be required by the Rights Agent for the carrying out or performing by the
     Rights Agent of the provisions of this Agreement.

          (g)  The Rights Agent is hereby authorized and directed to accept
     instructions, directions or advice with respect to the administration or
     performance of its duties hereunder from any one of the Chairman of the
     Board, the Vice Chairman, the President, any Vice President, the Secretary,
     any Assistant Secretary or the Treasurer of the Company, and to

                                      -32-
<PAGE>
 
     apply to such officers for advice, instructions, directions or advice in
     connection with such administration of its duties, and it shall not be
     liable for any action taken or suffered to be taken by it in good faith in
     accordance with instructions of any such officer.

          (h)  The Rights Agent and any stockholder, director, officer, employee
     agent, contractor or affiliate of the Rights Agent may buy, sell or deal in
     any of the Rights of other securities of the Company or become pecuniarily
     interested in any transaction in which the Company may be interested, or
     contract with or lend money to the Company or otherwise act as fully and
     freely as though it were not the Rights Agent under this Agreement. Nothing
     herein shall preclude the Rights Agent and any stockholder, director,
     officer, employee, contractor or affiliate of the Rights Agent from acting
     in any other capacity for the Company or for any other legal entity.

          (i)  The Rights Agent may execute and exercise any of the rights or
     powers hereby vested in it or perform any duty hereunder either itself or
     by or through its attorneys or agents, and the Rights Agent shall not be
     answerable or accountable for any act, default, neglect or misconduct of
     any such attorneys or agents or for any loss to the Company resulting from
     any such act, default, neglect or misconduct, provided that reasonable care
     was exercised in the selection and continued employment thereof.

     Section 24.  Change of Rights Agent.  The Rights Agent or any successor
                  ----------------------                                    
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
of the Common Shares and Preferred Shares by registered or certified mail, and
to the holders of the Right Certificates by first-class mail.  The Company may
remove the Rights Agent or any successor Rights Agent upon 30 days' notice in
writing, mailed to the Rights Agent or successor Rights Agent, as the case may
be, and to each transfer agent of the Common Shares and Preferred Shares by
registered or certified mail, and to the holders of the Rights Certificates by
first-class mail.  If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent.  If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder a Right Certificate (who shall, with
such notice, submit such holder's Right Certificate for inspection by the
Company), then the Company shall become the Rights Agent and the registered
holder of any Right Certificate or may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent.  Any successor Rights
Agent, whether appointed by the Company or by such a court, shall be a
corporation organized and doing business under the laws of the United States so
long as such corporation is authorized to do business as a banding institution
in the State of Nebraska or New York), in good standing, having an office in the
States of Nebraska or New York, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$50,000,000.  After appointment, the successor Rights Agent shall be vested with
the same powers, rights, duties and responsibilities as

                                      -33-
<PAGE>
 
if it has been originally named as Rights Agent without further act or deed; but
the predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose.  Not later
than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Shares and Preferred Shares, and mail a notice thereof in writing to
the registered holders of the Right Certificates. Failure to appoint a successor
Rights Agent or to give any notice provided in this Section 24, however, or any
defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

     Section 25.  Issuance of New Secondary Right Certificates. Notwithstanding
                  --------------------------------------------
any of the provisions of this Agreement or of the Secondary Rights to the
contrary, the Company may, at its option, issue new Secondary Right Certificates
representing Secondary Rights in such form as may be approved by the Board of
Directors in order to reflect any adjustment or change in the Secondary Right
Exercise Price and the number or kind or class of shares or other securities or
property purchasable upon exercise of the Secondary Rights in accordance with
the provisions of this Agreement.

     Section 26.  Redemption of Rights.
                  -------------------- 

          (a)  Until the Rights become nonredeemable, as set forth below, a
     majority of the Independent Directors may, at their option, redeem (i) all,
     but not less than all, of the than outstanding Primary Rights at a
     redemption price of $0.01 per Primary Right, (ii) all, but not less than
     all, of the then outstanding Secondary Rights at a redemption price of
     $0.01 per Secondary Right, or (iii) all, but not less than all, of then
     outstanding Rights in their entirety (Primary Rights and Secondary Rights)
     at a redemption price of $0.02 per unit of Primary and Secondary Rights as
     such redemption prices may be appropriately adjusted to reflect any stock
     split, stock dividend or similar transaction occurring after the date
     hereof (such redemption prices being hereinafter referred to, respectively,
     as the "Redemption Price"). The Primary Rights will become nonredeemable on
     the Primary Right Distribution Date. The Secondary Rights will become
     nonredeemable on the 25% Acquisition Date and the Company shall notify the
     Rights Agent of such event.

          (b)  In the event that, following the occurrence of the 25%
     Acquisition Date with respect to Secondary Rights under subparagraph (a) of
     this Section 26, to the extent that the Secondary Rights have not been
     exercised, but prior to any Section 14(a)(ii) Event or Section 16(a) Event,
     (i) a Person who is a 25% Person shall have transferred or otherwise
     disposed of a number of Common Shares in one transaction, or a series of
     transactions (not directly or indirectly involving a purchase by the
     Company or any of its Subsidiaries), which did not result in the occurrence
     of a Section 14(a)(ii) Event or Section 16(a) Event, such that such Person
     thereafter Beneficially Owns less than 15% of the outstanding Common Shares
     of the Company, and (ii) there are no 25% Persons immediately following the
     consummation of such transaction or transactions, then the right of
     redemption provided in subparagraph (a) of

                                      -34-
<PAGE>
 
     this Section 26 with respect to Secondary Rights shall be reinstated, and
     thereafter all outstanding Secondary Rights shall again be subject to the
     provisions of this Section 26.

          (c)  Immediately upon the action of a majority of the Independent
     Directors ordering the redemption of Rights pursuant to subsection (a) of
     this Section 26, or at such time and date thereafter as they may specify,
     and without any further action and without any notice, the right to
     exercise such Rights will terminate and the only right thereafter of the
     holders of such Rights shall be to received the applicable Redemption
     Price. Within 10 Business Days after the action of a majority of the
     Independent Directors ordering the redemption of Rights pursuant to
     subsection (a) of this Section 26, the Company shall give notice of such
     redemption to the Rights Agent and to the holders of such Rights by mailing
     such notice to all such holders at their last addresses as they appear upon
     the registry books of the Rights Agent, or if prior to the Distribution
     Date for such Rights, on the registry books of the transfer agent for the
     Common Shares. Any notice which is mailed in the manner herein provided
     shall be deemed given, whether or not the holder receives such notice. Each
     such notice of redemption shall state the method by which the payment of
     the Redemption Price will be made. Neither the Company nor any of its
     Affiliates or Associates may redeem, acquire or purchase for value any
     Rights in any manner other than that specifically set forth in this Section
     26, an other than in connection with the purchase of Common Shares prior to
     both the Distribution Dates.

     Section 27.  Certain Cash Tender Offers.
                  -------------------------- 

          (a)  In the event that the Company shall at any time hereinafter
     receive a Cash Tender Offer Proposal from any Prospective Offeror, the
     Board of Directors of the Company shall, within 15 Business Days
     thereafter, at its option, either (i) engage a nationally recognized
     investment banking firm to render an opinion as to whether the price per
     Voting Share in cash to be paid to the holders of Voting Shares pursuant to
     such Cash Tender Offer Proposal is fair and adequate (the "Fairness
     Opinion"), which Fairness Opinion shall be delivered to the Board of
     Directors within 20 Business Days after such engagement, or (ii) call a
     special meeting of stockholders (the "Special Meeting") for the purpose of
     voting on a precatory resolution requesting the Board of Directors to
     accept such Cash Tender Offer Proposal as such Cash Tender Offer Proposal
     may be amended or revised by such Prospective Offeror from time to time to
     increase the price per Voting Share in cash to be paid to the holders of
     Voting Shares (the "Resolution"). The Special Meeting, if any, shall be
     held on a date selected by the Board of Directors, which date shall be not
     less than 90 nor more than 120 days after the later of the date such Cash
     Tender Offer Proposal is received by the Company (the "Proposal Date") or
     the date of any previously scheduled meeting of stockholders to be held
     within 60 days after the Proposal Date; provided, however, that if (x)
     such other meeting shall have been called for the purpose of voting on a
     precatory resolution with respect to another Cash Tender Offer Proposal and
     (y) the Proposal Date shall be not later than 15 days after the date such
     other Cash Tender Offer Proposal was received by the Company, then both the
     Resolution and such other resolution shall be voted on at such

                                      -35-
<PAGE>
 
     meeting and such meeting shall be deemed to be the Special Meeting. The
     Board of Directors shall set a date for determining the stockholders of
     record entitled to notice of and to vote at the Special Meeting, if any, in
     accordance with the Company's Articles of Incorporation and Bylaws and with
     applicable law. At the request of the Prospective Offeror, the Company
     shall include in any proxy soliciting material prepared by it in connection
     with the Special Meeting, if any, proxy soliciting material submitted by
     the Prospective Offeror; provided, however, that the Prospective Offeror
     shall by written agreement with the Company contained in or delivered with
     such request have indemnified the Company against any and all liabilities
     resulting from the misstatements, misleading statements and omissions
     contained in the Prospective Offeror's proxy soliciting material and shall
     have agreed to pay the Company's incremental costs incurred as a result of
     including such material in the Company's proxy soliciting material.

          (b)  In the event that (x) the Fairness Opinion states that the price
     per Voting Share to be paid in cash to the holders of Voting Shares
     pursuant to the Cash Tender Offer Proposal is fair and adequate, or (y) at
     the Special Meeting the Resolution receives the affirmative vote of the
     majority of the Voting Shares outstanding as of the record date of the
     Special Meeting and not Beneficially Owned on such day by the Prospective
     Offeror or any of its Affiliates or Associates, then (i) proper provision
     shall be made in order that upon the consummation of any tender offer
     (provided that such tender offer is consummated prior to 60 date after the
     date of such event) pursuant to which the Prospective Offeror or offers o
     purchase and purchases any and all of the Voting Shares held by Persons
     other than the Prospective Offeror or and its Affiliates and Associates at
     a price per Voting Share in cash equal to or greater than the price per
     Voting Share provided in the Cash Tender Offer Proposal (a "Fair Offer"),
     each previously unexercised Right shall be redeemed in accordance with
     Section 26 hereof, effective immediately prior thereto, and (ii) neither
     the commencement of, nor the first public announcement of the intent of any
     Person to commence, such tender offer shall be taken into account in
     determining whether the Secondary Right Distribution Date has or has not
     occurred, nor shall the acquisition of Common Shares pursuant to such
     tender offer be taken into account in determining whether the 15%
     Acquisition Date or the 25% Acquisition Date or a Section 14(a)(ii) Event
     has or has not occurred. The redemption of Rights pursuant to this Section
     27 shall not in any way affect the exercisability of such Rights prior to
     the effective time of such redemption.

          (c)  Nothing contained in this Section 27 shall be deemed to be in
     derogation of the obligation of the Board of Directors of the Company to
     exercise its fiduciary duty. Without limiting the foregoing, nothing
     contained herein shall be construed to suggest or imply that the Board of
     Directors shall not be entitled to reject any Cash Tender Offer Proposal,
     or to recommend that holders of Voting Shares reject any Cash Tender Offer
     Proposal, or to take any other action (including, without limitation, the
     commencement, prosecution, defense or settlement of any litigation or the
     submission of additional or alternative Cash Tender Offer Proposals or
     other proposals to the Special Meeting) with respect to any Cash Tender

                                      -36-
<PAGE>
 
     Offer Proposal or any tender offer that the Board of Directors believes is
     necessary or appropriate in the exercise of such fiduciary duty.

          (d)  Nothing in this Section 27 shall be construed as limiting or
     prohibiting the Company or any Prospective Offeror or from proposing or
     engaging in any acquisition, disposition or other transfer of any
     securities of the Company, any merger or consolidation involving the
     Company, any sale or other transfer of assets of the Company, any
     liquidation, dissolution or winding up of the Company, any other business
     combination or other transaction, or any other action; provided, however,
     that the holders of Rights shall have the rights set forth in this
     Agreement with respect to any such acquisition, disposition, transfer,
     merger, consolidation, sale, liquidation, dissolution, winding up, business
     combination, transaction or action.

     Section 28.  Notice of Certain Events.
                  ------------------------ 

          (a)  In the event that the Company shall propose (i) to declare or pay
     any dividend payable on or make any distribution with respect to its Common
     Shares or Preferred Shares (other than a regular quarterly cash dividend),
     (ii) or offer to the holders of its Common Shares or Preferred Shares
     options, Rights or warrants to subscribe for or to purchase any additional
     shares thereof or shares of stock of any class or any other securities,
     rights or options, (iii) to effect any reclassification of its Common
     Shares or Preferred Shares (other than a reclassification involving only
     the subdivision of outstanding shares), (iv) to effect any consolidation or
     merger with or into, or to effect any sale or other transfer (or to permit
     one or more of its Subsidiaries to effect any sale or other transfer), in
     one or more transactions, of more than 50% of the assets or earning power
     of the Company and its Subsidiaries (taken as a whole) to, any other Person
     or Persons, or (v) to effect the liquidation, dissolution or winding up of
     the Company, then and in each case, the Company shall give to the Rights
     Agent and to each holder of a Right Certificate, in accordance with Section
     29 hereof, a notice of such proposed action, which shall specify the record
     date for the purpose of such dividend or distribution, or the date upon
     which such reclassification, consolidation, merger, sale, transfer,
     liquidation, dissolution or winding up is to take place and the date of
     participation therein by the holders of record of the Common Shares or
     Preferred Shares, if any such date is to be fixed, and such notice shall be
     so given in the case of any action covered by clause (i) or (ii) above at
     least 20 days prior to the record date for determining holders of the
     Common Shares or Preferred Shares for purposes of such action, and in the
     case of any such other action, at least 20 days prior to the date of the
     taking of such proposed action or the date of participation therein by the
     holders of the Common Shares or Preferred Shares, whichever date shall be
     the earlier. The failure to give the notice required by this Section 28 or
     any defect therein shall not affect the legality or validity of the action
     taken by the Company or the vote upon any such action.
 
          (b)  Upon the occurrence of each event causing an adjustment, pursuant
     to Section 13, 14 or 16 hereof, in the number or type of Common Shares or
     other securities or property purchasable upon the exercise of a Primary

                                      -37-
<PAGE>
 
     Right, (i) the Company shall as soon as practicable thereafter give to each
     holder of a Primary Right Certificate, in accordance with Section 29
     hereof, a notice of the occurrence of such event, specifying the event and
     the consequences of the event to holders of Primary Rights under Section
     13, 14 or 16 thereof.

          (c)  Upon the occurrence of each Section 14(a)(ii) Event and each
     Section 16(a) Event, (i) the Company shall as soon as practicable
     thereafter give to each holder of a Secondary Right Certificate, in
     accordance with Section 29 hereof, a notice of the occurrence of such
     event, specifying the event and the consequences of the event to holders of
     Secondary Rights under Sections 14 or 16 hereof.

     Section 29.  Notices.  Notices, communications or demands authorized by 
                  -------
this Agreement to be given or made by the Rights Agent or by the holder of any
Right Certificate to or on the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Rights Agent) as follows:

               Commercial Federal Corporation
               2120 South 72nd Street
               Omaha, Nebraska 68101
               Attention: Corporate Secretary

Subject to the provisions of Section 24 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) to the principal office of the Rights
Agent as follows:

               Manufacturers Hanover Trust Company
               450 West Thirty-Third Street
               New York, New York, 10001
               Attention: Vice President, Administration

Notices, communications or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any Right Certificate
shall be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed to such holder at the address of such holder as shown on the
registry books of the Company.

     Section 30.  Supplements and Amendments.
                  -------------------------- 

          (a)  The Company may, and the Rights Agents shall if a majority of the
     Independent Directors so direct, supplement or amend any provision of this
     Agreement in any manner (i) if prior to the Close of Business on the
     Primary Right Distribution Date, without the approval of any holders of
     Primary Rights, and (ii) if prior to the Close of Business on the 25%
     Acquisition Date, without the approval of any holders of Secondary Rights.
     The Company may, and the Rights Agent shall if a majority of the
     Independent Directors so direct, at any time and from time to time,
     supplement or amend this Agreement without the approval of any holders of

                                      -38-
<PAGE>
 
     Rights in order to cure any ambiguity, correct or supplement any provision
     contained herein which may be defective or inconsistent with any other
     provision contained herein, or change or supplement any other provision
     contained herein, in any manner which the Company may deem necessary or
     desirable, including, but not limited to, extending an Expiration Date, so
     long as the interests of the holders of the Rights shall not be materially
     and adversely affected thereby. The Rights Agent shall not be obligated to
     execute any supplement or amendment if the Rights Agent's duties,
     responsibilities or liabilities are materially increased.

          (b)  Any supplement or amendment of this Agreement which cannot be
     effected pursuant to subsection (a) of this Section 30 may be effected if
     approved by a majority of the Independent Directors and by holders of two-
     thirds or more of the outstanding Rights, voting as one class.

          (c)  After the Close of Business on the 25% Acquisition Date and prior
     to the earlier of the Secondary Right Redemption Date or the Secondary
     Right Expiration Date, the Company shall not effect any amendment to the
     Certificate of Designation for the Preferred Shares which would materially
     and adversely affect the rights, privileges or preferences of the Preferred
     Shares without the prior approval of the holders of two-thirds or more of
     the then outstanding Secondary Rights.

     Section 31.  Certain Covenants.  Subject to Section 30 and the other
                  -----------------                                      
provisions of this Agreement:

          (a)  no adjustment to the number of Common Shares for which a Primary
     Right is exercisable shall be made or be effective if such adjustment would
     have the effect of reducing or limiting the benefits that the holders of
     the Primary Rights would have had absent such adjustment, including,
     without limitation, the benefits under Section 7 and 13 hereof, unless the
     terms of this Agreement are deemed so as to preserve such benefits.

          (b)  no adjustment to the Secondary Right Exercise Price, the number
     of Preferred Shares or Common Shares or other securities, as the case may
     be (or fractions of a shares), for which a Secondary Right is exercisable
     or the number of Secondary Rights outstanding shall be made or be effective
     if such adjustment would have the effect of reducing or limiting the
     benefits that the holders or the Secondary Rights would have had absent
     such adjustment, including, without limitation, the benefits under Section
     8, 14 and 16 hereof, unless the terms of this Agreement are amended so as
     to preserve such benefits; and

          (c)  the Company shall not, during any time when there exists a 15%
     Person or a 25% Person, (i) sell or issue, or permit any Subsidiary to sell
     or issue, to a 15% Person or a 25% Person, or any Affiliate or Associate
     thereof, any rights, options, warrants or convertible securities on terms
     similar to, or which materially adversely affect the value of, the Rights,
     or (ii) sell or issue to a 15% Person or a 25% Person, or any Affiliate or
     Associate thereof, Preferred Shares, Common Shares or shares of any other
     class of capital stock if such sale or issue is intended to or would
     materially adversely affect the value of the Rights.

                                      -39-
<PAGE>
 
     Section 32.  Successors.  All the covenants and provisions of this 
                  ----------
Agreement by or for the benefits of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

     Section 33.  Benefits of this Agreement.  Nothing in this Agreement shall
                  --------------------------                                  
be construed to give to any Person other than the Company, the Rights Agent, the
registered holders of the Right Certificates and the certificates for Common
Shares representing Rights any legal or equitable right, remedy or claim under
this Agreement, but this Agreement shall be for the sole and exclusive benefit
of the Company, the Rights Agent, the registered holders of the Right
Certificates and, the certificates for Common Shares representing Rights.

     Section 34.  Severability.  If any term, provision, covenant or restriction
                  ------------                                                  
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.

     Section 35.  Governing Law.  This Agreement, and each Right Certificate
                  -------------                                             
issued hereunder, shall be deemed to be a contract made under the laws of the
State of Nebraska and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts made and
performed entirely within such state, expect the laws of the State of New York
shall govern the rights and duties of the Rights Agent.
 
     Section 36.  Counterparts.  This Agreement may be executed in any number of
                  ------------                                                  
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

     Section 37.  Descriptive Headings.  Descriptive headings of the several
                  --------------------                                      
sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested as of the date and year first above written.


Attest:                              COMMERCIAL FEDERAL CORPORATION


By /s/                               By /s/
   --------------------------------     ------------------------------
   Title: Assistant Vice President      Title: President



Attest:                              Manufacturers Hanover Trust Company


By /s/                               By /s/
   -------------------------------      ------------------------------
   Title:                               Title:

                                      -40-
<PAGE>
 
                                   Exhibit A
                                   ---------

                                    FORM OF
                CERTIFICATE OF DESIGNATIONS OF SERIES OF JUNIOR
                    PARTICIPATING CUMULATIVE PREFERRED STOCK
                                  No Par Value

                                       of

                         COMMERCIAL FEDERAL CORPORATION

            Pursuant to Sections 21-2014 and 21-2015 of the Nebraska
                            Business Corporation Act



    We, [Name], [Title] and [Name], [Title], of Commercial Federal Corporation,
a corporation organized and existing under the Nebraska Business Corporation
Act, in accordance with the provisions of Sections 21-2053 and 21-2054 thereof,
DO HEREBY CERTIFY:

    That pursuant to the authority conferred upon the Board of Directors by the
Articles of Incorporation of the Corporation, the Board of Directors on December
19, 1988 adopted the following resolution creating a series of one hundred
thousand (100,000) shares of Preferred Stock designated as Series A Junior
Participating Cumulative Preferred Stock, $0.01 par value:

    RESOLVED, that pursuant to the authority vested in the Board of Directors of
this Corporation in accordance with the provisions of its Articles of
Incorporation a series of Preferred Stock of the Corporation be, and it hereby
is, created, and that the designation and amount thereof and the voting powers,
preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualifications, limitations or restrictions
thereof are as follows:

    Section 1.  Designation and Amount.  The shares of such series shall be
                ----------------------                                     
designated as Series A Junior Participating Cumulative Preferred Stock, no par
value (the "Series A Preferred Stock") and the number of shares constituting
such series shall be one hundred thousand (100,000).

    Section 2.  Dividends and Distributions.
                --------------------------- 

    (A) The holders of shares of Series A Preferred Stock, in preference to the
holders of shares of Common Stock, $0.01 par value per share, of the Corporation
(the "Common Stock") and of any other junior stock of the Corporation which may
be outstanding, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the tenth day of January, April, July and October
in each year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $1.25 per share ($5.00 per annum), or (b) subject to the provision for
adjustment hereinafter set forth, 100 times
<PAGE>
 
the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock, or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock.  In the event that the Corporation shall at any time
declare or pay any dividend on Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then and in each such event, the amount
to which holders of shares of Series A Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event, and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

    (B) The Corporation shall declare a dividend or distribution on the Series A
Preferred Stock as provided in paragraph (A) of this Section 2 immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided, however, that in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $____ per share ($____
per annum) on the Series A Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

    (C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Preferred Stock, unless
the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which cases such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall
cumulate but shall not bear interest.  Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a share-
by-share basis among all such shares at the time outstanding.  The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than 50 days
prior to the date fixed for the payment thereof.

    Section 3.  Voting Rights.  The holders of shares of Series A Preferred
                -------------                                              
Stock shall have the following voting rights:

                                      -2-
<PAGE>
 
    (A) Each share of Series A Preferred Stock shall entitle the holder thereof
to 100 votes (and each one one-hundredth of a share of Series A Preferred Stock
shall entitle the holder thereof to one vote) on all matters submitted to a vote
of the stockholders of the Corporation.  In the event that the Corporation shall
at any time declare or pay any dividend on Common Stock payable in shares of
Common Stock or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then and in each such event, the number of votes per
share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number by
a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event, and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

    (B) Except as otherwise provided in the Certificate of Incorporation of the
Corporation, as amended, or herein or by law, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of stockholders of the Corporation.

    (C)   In addition, the holders of shares of Series A Preferred Stock shall
have the following special voting rights:

    In the event that dividends on Series A Preferred Stock, whenever accrued,
    shall not have been paid or declared and a sum sufficient for the payment
    thereof set aside, in amount equivalent to six (6) quarterly dividends on
    all shares of Series A Preferred Stock at the time outstanding, then and in
    each such event, the holders of shares of Series A Preferred Stock and each
    other series of preferred stock now or hereafter issued which shall be
    accorded such class voting right by the Board of Directors and which shall
    have the right to elect [two ( 2) ] directors as the result of a prior or
    subsequent default in payment of dividends on such series (each such other
    series being hereinafter called "Other Series of Preferred Stock"), voting
    separately as a class without regard to series, shall be entitled to elect
    [two (2)] directors, in addition to the directors to be elected by the
    holders of all shares of the Corporation entitled to vote for the election
    of directors, and the holders of all shares (including the Series A
    Preferred Stock) otherwise entitled to vote for directors, voting separately
    as a class, shall be entitled to elect the remaining members of the Board of
    Directors. Such special voting right of the holders of shares of Series A
    Preferred Stock may be exercised until all dividends in default on the
    Series A Preferred Stock shall have been paid in full or declared and funds
    sufficient therefor set aside, and when so paid or provided for, such
    special voting right of the holders of shares of Series A Preferred Stock
    shall cease, but subject always to the same provisions for the vesting of
    such special voting rights in the event of any such future dividend default
    or defaults. At anytime after such special voting rights shall have so
    vested in the holders of shares of Series A Preferred Stock, the Secretary
    of the Corporation may, and upon the written request of the holders of
    record of ten percent (10%) or more

                                      -3-
<PAGE>
 
    in number of the shares of Series A Preferred Stock and each Other Series of
    Preferred Stock then outstanding addressed to the Secretary at the principal
    executive office of the Corporation shall, call a special meeting of the
    holders of shares of Preferred Stock so entitled to vote, for the election
    of the directors to be elected by them as herein provided, to be held within
    sixty (50) days after such call and at the place and upon the notice
    provided by law and in the Bylaws for the holding of meetings of
    stockholders; provided, however, that the Secretary shall not be required to
    call such special meeting in the case of any such request received less than
    ninety (90) days before the date fixed for any annual meeting of
    stockholders, and if in such case such special meeting is not called, the
    holders of shares of Preferred Stock so entitled to vote shall be entitled
    to exercise the special voting rights provided in this paragraph at such
    annual meeting. If any such special meeting required to be called as above
    provided shall not be called by the Secretary within thirty (30) days after
    receipt of any such request, then the holders of record of ten percent (10%)
    or more in number of the shares of Series A Preferred Stock and each Other
    Series of Preferred Stock then outstanding may designate in writing one of
    their number to call such meeting, and the person so designated may, at the
    expense of the shares of Series A Preferred Stock may be exercised until all
    dividends in default on the Series A Preferred Stock shall have been paid in
    full or declared and funds sufficient therefor set aside and when so paid or
    provided for, such special voting right of the holders of shares of Series A
    Preferred Stock shall cease, but subject always to the same provisions for
    the vesting of such special voting rights in the event of any such future
    dividend default or defaults. At any time after such special voting rights
    shall have so vested in the holders of shares of Series A Preferred Stock,
    the Secretary of the Corporation may, and upon the written request of the
    holders of record of ten percent (10%) or more in number of the shares of
    Series A Preferred Stock and each Other Series of Preferred Stock then
    outstanding addressed to the Secretary at the principal executive office of
    the Corporation shall, call a special meeting of the holders of shares of
    Preferred Stock so entitled to vote, for the election of the directors to be
    elected by them as herein provided, to be held within sixty (50) days after
    such call and at the place and upon the notice provided by law and in the
    Bylaws for the holding of meetings of stockholders; provided, however, that
    the Secretary shall not be required to call such special meeting in the case
    of any such request received less than ninety (90) days before the date
    fixed for any annual meeting of stockholders, and if in such case such
    special meeting is not called, the holders of shares of Preferred Stock so
    entitled to vote shall be entitled to exercise the special voting rights
    provided in this paragraph at such annual meeting. If any such special
    meeting required to be called as above provided shall not be called by the
    Secretary within thirty (30) days after receipt of any such request, then
    the holders of record of ten percent (10%) or more in number of the shares
    of Series A Preferred Stock and each Other Series of Preferred Stock then
    outstanding may designate in writing one of their number to call such
    meeting, and the person so designated may, at the expense of the
    Corporation, call such meeting to be held at the place and upon the notice
    above provided, and for that purpose shall have access to the stock books of
    the Corporation. No such special

                                      -4-
<PAGE>
 
    meeting and no adjournment thereof shall be held on a date later than sixty
    (60) days before the annual meeting of stockholders or a special meeting
    held in place thereof next succeeding the time when the holders of shares of
    Series A Preferred Stock become entitled to elect directors as above
    provided. If, at any meeting so called or at any annual meeting held while
    the holders of shares of Series A Preferred Stock have the special voting
    rights provided for in this paragraph, the holders of not less than forty
    percent (40%) of the shares of Series A Preferred Stock and each Other
    Series of Preferred Stock then outstanding are present in person or by proxy
    which percentage shall be sufficient to constitute a quorum for the election
    of additional directors as herein provided, the then authorized number of
    directors of the Corporation shall be increased by [two (2)], as of the time
    of such special meeting or the time of the first such annual meeting held
    while such holders have said special voting rights and such quorum is
    present, and the holders of shares of Series A Preferred Stock and each
    Other Series of Preferred Stock, voting as a class, shall be entitled to
    elect the additional directors so provided for.

    If the directors of the Corporation are then divided into classes under
    provisions of the Articles of incorporation of the Corporation or the
    Bylaws, the [two (2)] additional directors shall be members of those
    respective classes of directors in which a vacancy is created as a result of
    such increase in the authorized number of directors. Upon the election at
    such meeting by the holders of shares of Series A Preferred Stock and each
    Other Series of Preferred Stock, voting as a class, of the [two (2)]
    directors they are entitled so to elect, the persons so elected, together
    with such persons as may be directors or as may have been elected as
    directors by the holders of all shares (including Series A Preferred Stock)
    otherwise entitled to vote for directors, shall constitute the duly elected
    directors of the Corporation. The additional directors so elected by holders
    of shares of Series A Preferred Stock shall serve until the next annual
    meeting or until their respective successors shall be elected and qualified
    or if any such director is a member of a class of directors under provisions
    dividing the directors into classes as aforesaid, each such director shall
    serve until the annual meeting at which the term of office of such
    director's class shall expire or until such director's successor shall be
    elected and shall qualify, and at each subsequent meeting of stockholders at
    which the directorship of any director elected by the vote of holders of
    shares of Series A Preferred Stock and each Other Series of Preferred Stock
    under the special voting rights set forth in this paragraph is up for
    election, said special voting rights shall apply in the re-election of such
    director or in the election of such director's successor; provided, however,
    that whenever the holders of shares of Series A Preferred Stock and each
    Other Series of Preferred Stock shall be divested of the special rights to
    elect [two (2)] directors as above provided, the terms of office of all
    persons elected as directors by the holders of shares of Series A Preferred
    Stock and each Other Series of Preferred Stock, voting as a class, or
    elected to fill any vacancies resulting from the death, resignation, or
    removal of directors so elected by the holders of shares of Series A
    Preferred Stock and each Other Series of Preferred Stock, shall forthwith
    terminate and the authorized number of

                                      -5-
<PAGE>
 
    directors shall be reduced accordingly. If, at any time after a special
    meeting of stockholders or an annual meeting of stockholders at which the
    holders of shares of Series A Preferred Stock and each Other Series of
    Preferred Stock have elected additional directors as provided above, and
    while the holders of shares of Series A Preferred Stock and each Other
    Series of Preferred Stock shall be entitled to elect (two (2)] directors,
    the number of directors who have been elected by the holders of shares of
    Series A Preferred Stock and each Other Series of Preferred Stock (or who by
    reason of one or more resignations, deaths or removals have succeeded any
    directors so elected) shall by reason of resignation, death or removal be
    less than [two (2)] but at least one (1), the vacancy in the directors
    elected by the holders of shares of the Series A Preferred Stock and each
    Other Series of Preferred Stock may be filled by the remaining director
    elected by such holders, and in the event that such election shall not occur
    within thirty (30) days after such vacancy arises, or in the event that
    there shall not be incumbent at least one (1) director elected by such
    holders, the Secretary of the Corporation may, and upon the written request
    of the holders of record of ten percent (10%) or more in number of the
    shares of Series A Preferred Stock and each Other Series of Preferred Stock
    then outstanding addressed to the Secretary at the principal office of the
    Corporation shall, call a special meeting of the holders of share of
    Preferred Stock so entitled to vote, for an election to fill such vacancy or
    vacancies, to be held within sixty (50) days after such call and at the
    place and upon the notice provided by law and in the Bylaws for the holding
    of meetings of stockholders; provided, however, that the Secretary shall not
    be required to call such special meeting in the case of any such request
    received less than ninety (90) days before the date fixed for any annual
    meeting of stockholders, and if in such case such special meeting is not
    called, the holders of shares of Preferred Stock so entitled to vote shall
    be entitled to fill such vacancy or vacancies at such annual meeting. If any
    such special meeting required to be called as above provided shall not be
    called by the Secretary within thirty (30) days after receipt of any such
    request, then the holders of record of ten percent (10%) or more in number
    of the shares of Series A Preferred Stock and each Other Series of Preferred
    Stock then outstanding may designate in writing one of their number to call
    such meeting, and the person so designated may, at the expense of the
    Corporation, call such meeting to be held at the place and upon the notice
    above provided, and for that purpose shall have access to the stock books of
    the Corporation; no such special meeting and no adjournment thereof shall be
    held on a date later than sixty (60) days before the annual meeting of
    stockholders or a special meeting held in place thereof next succeeding the
    time when the holders of shares of Series A Preferred Stock and each Other
    Series of Preferred Stock become entitled to elect directors as above
    provided.

    (D) Nothing herein shall prevent the directors or stockholders from taking
any action to increase the number of authorized shares of Series A Preferred
Stock, or increasing the number of authorized shares of Preferred Stock of the
same class as the Series A Preferred Stock or the number of authorized shares of
Common Stock, or changing the par value of the Common Stock, or issuing options,
warrants, or rights to any class of stock of the Corporation as

                                      -6-
<PAGE>
 
authorized by the Articles of Incorporation of the Corporation, as currently in
effect or as it may hereafter be amended.

    (E) Except as set forth herein, holders of shares of Series A Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote as set forth in the
Articles of Incorporation of the Corporation or by law) for taking any corporate
action.

    Section 4. Certain Restrictions.
               -------------------- 

    (A) Whenever quarterly dividends or other dividends or distributions payable
on the Series A Preferred Stock as provided in Section 2 hereof are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

         (i)   declare or pay dividends on, or make any other distributions with
    respect to, shares of stock ranking junior (either as to dividends or upon
    liquidation, dissolution or winding up) to the Series A Preferred Stock;


         (ii)  declare or pay dividends on, or make any other distributions with
    respect to, any shares of Stock ranking on a parity (either as to dividends
    or upon liquidation, dissolution or winding up) with the Series A Preferred
    Stock, except dividends paid ratably on shares of the Series A Preferred
    Stock and all such parity stock on which dividends are payable or in arrears
    in proportion to the total amounts to which the holders of all such shares
    are then entitled;

         (iii) redeem or purchase or otherwise acquire for consideration shares
    of any stock ranking junior (either as to dividends or upon liquidation,
    dissolution or winding up) with the Series A Preferred Stock, provided that
    the Corporation may at any time redeem, purchase or otherwise acquire shares
    of any such junior stock in exchange for shares of any stock of the
    Corporation ranking junior (either as to dividends or upon dissolution,
    liquidation or winding up) to the Series A Preferred Stock; or

         (iv)  purchase or otherwise acquire for consideration any shares of
    Series A Preferred Stock, or any shares of stock ranking on a parity with
    the Series A Preferred Stock, except in accordance with a purchase offer
    made in writing or by publication (as determined by the Board of Directors)
    to all holders of such shares upon such terms as the Board of Directors,
    after consideration of the respective annual dividend rates and other
    relative rights and preferences of the respective series and classes, shall
    determine in good faith will result in fair and equitable treatment among
    the respective series or classes.

    (B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of Stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

                                      -7-
<PAGE>
 
    Section 5.  Reacquired Shares.  Any shares of Series A Preferred Stock
                -----------------                                         
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof.  All such
shares shall upon their cancellation become authorized but unissued shares of
preferred Stock, without designation as to series, and may be reissued as part
of a new series of preferred stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.

    Section 6.  Liquidation, Dissolution or Winding Up.  Upon any liquidation,
                --------------------------------------                        
dissolution or winding up of the Corporation, no distribution shall be made (A)
to the holders of the shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock
shall have received the greater of (i) $100 per share ($1 per one one-hundredth
of a share), plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, or
(ii) an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be distributed
per share to holders of shares of Common Stock, nor shall any distribution be
made (B) to the holders of shares of Stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the Series A Preferred
Stock and all other such parity Stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.  In the event that the Corporation shall at any time
declare or pay any dividend on Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then and in each such event, the
aggregate amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under the proviso in clause (A) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event, and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

    Section 7.  Consolidation, Merger, etc.  In the event that the Corporation
                --------------------------
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, or otherwise changed, then and in
each such event, the shares of Series A Preferred stock shall at the same time
be similarly exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 100 times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each share of Common Stock is
changed or exchanged.  In the event that the Corporation shall at any time
declare or pay any dividend on Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then and in each such event, the amount
set forth in the preceding sentence with respect to the

                                      -8-
<PAGE>
 
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event, and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

    Section 8.  No Redemption.  The shares of Series A Preferred Stock shall not
                -------------                                                   
be redeemable.  Notwithstanding the foregoing, the Corporation may acquire
shares of Series A Preferred Stock in any other manner permitted by law, the
Articles of Incorporation of the Corporation.

    Section 9.  Rank.  Unless otherwise provided in the Articles of
                ----                                               
Incorporation of the Corporation or a Certificate of Designations relating to a
subsequent series of preferred Stock of the Corporation, the Series A Preferred
Stock shall rank junior to all other series of the Corporation's preferred Stock
as to the payment of dividends and the distribution of assets on liquidation,
dissolution or winding up, and senior to the Common Stock of the Corporation.

    Section 10.  Amendment.  The Articles of Incorporation of the Corporation
                 ---------                                                   
shall not be amended in any manner that would materially and adversely alter or
change the powers, preferences or special rights of the Series A Preferred Stock
without the affirmative vote of the holders of at least two-thirds of the
outstanding shares of Series A Preferred Stock, voting together as a single
series.

    Section 11.  Fractional Shares.  Series A Preferred Stock may be issued in
                 -----------------                                            
fractions of a share (in one one-hundredths (1/100) of a share and integral
multiples thereof) which shall entitle the holder thereof, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and have the benefit of all other rights of holders
of shares of Series A Preferred Stock.

                                      -9-
<PAGE>
 
    IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the foregoing as true under the penalties of perjury this _____ day of
________, 1988.



                                        -------------------------
                                        [Name, Title]


Attest:


-----------------------
[Name, Title]

                                      -10-
<PAGE>
 
                                   Exhibit B
                                   ---------

                                    FORM OF
                           PRIMARY RIGHT CERTIFICATE

Certificate No. R-                            ___ Primary Rights



PRIMARY RIGHT EXERCISE PRICE PER PRIMARY RIGHT -- $________

NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $0.01
PER SHARE, OF COMMERCIAL FEDERAL CORPORATION TO
BE RECEIVED UPON EXERCISE OF A PRIMARY RIGHT AND
PAYMENT OF THE PRIMARY RIGHT EXERCISE PRICE    -- $________



    NOT EXERCISABLE AFTER December 19, 1998 (THE         
    "PRIMARY RIGHT EXPIRATION DATE").  THE PRIMARY  
    RIGHTS ARE SUBJECT TO REDEMPTION AT $.Ol PER    
    PRIMARY RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
    AGREEMENT.  PRIMARY RIGHTS BENEFICIALLY OWNED BY 
    15% PERSON OR AN AFFILIATE OR ASSOCIATE OF A 15%
    PERSON (AS THOSE TERMS ARE DEFINED IN SECTIONS  
    l(a), l(b) and 1(mm) OF THE RIGHTS AGREEMENT) OR
    ANY SUBSEQUENT HOLDER OF SUCH PRIMARY RIGHTS ARE 
    NULL AND VOID. 

                           Primary Right Certificate

                         COMMERCIAL FEDERAL CORPORATION

    This certifies that ____________________________________, or registered
assigns, is the registered owner of the number of Primary Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement dated as of December 19, 1988
(the "Rights Agreement") by and between Commercial Federal Corporation, a
Nebraska corporation (the "Company"), and The Manufacturers Hanover Trust
Company, a New York corporation (the "Rights Agent"), to purchase from the
Company at any time prior to the Primary Right Expiration Date, at the office or
agency of the Rights Agent Manufacturer Hanover Trust Company, 450 West Thirty-
Third Street, New York, New York 10001 or at the office of its successors as
Rights Agent, the number of fully paid and nonassessable shares of Common Stock,
par value $0.01 per share, of the Company (the "Common Shares") indicated on the
face hereof, at the purchase price per such number of Common Shares (the
"Primary Right Exercise Price") indicated on the face hereof, upon presentation
and surrender of this Primary Right Certificate with the Form of Election to
Purchase duly executed.

    As provided in the Rights Agreement the number of Common Shares which may be
purchased upon the exercise of the Primary Rights represented by the Primary
Right Certificate is subject to adjustment upon the occurrence of certain
events.  This Primary Right Certificate is subject to all of the terms,


<PAGE>
 
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby, incorporated herein by reference and made a part hereof,
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Primary Right
Certificates.  Copies of the Rights Agreement are on file at the principal
executive offices of the Company, and the above-mentioned offices of the Rights
Agent.

    This Primary Right Certificate, with or without other Primary Right
Certificates, upon surrender at the office or agency of the Rights Agent at
Manufacturers Hanover Trust Company, 450 West Thirty-Third Street, New York, New
York, 10001 may be exchanged for another Primary Right Certificate or Primary
Right Certificates of like tenor and date representing Primary Rights entitling
the holder thereof to purchase a like aggregate number of Preferred Shares as
the Primary Rights represented by the Primary Right Certificate or the Primary
Right Certificates surrendered shall have entitled such holder to purchase.  If
this Primary Right Certificate shall be exercised in part, the holder shall be
entitled to receive upon surrender hereof another Primary Right Certificate or
Primary Right Certificates for the number of whole Primary Rights not exercised.
Subject to the provisions of the Rights Agreement, the Primary Rights
represented by this Primary Right Certificate may be redeemed by the Company, at
its option, at a redemption price of $.Ol per Primary Right.

    No fractional Common Shares will be issued upon the exercise of any Primary
Right or Primary Rights represented hereby, but in lieu thereof, a cash payment
shall be made, as provided in the Rights Agreement.

    No holder of this Primary Right Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of the Common
Shares or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Primary Right or Primary Rights represented by
this Primary Right Certificate shall have been exercised as provided in the
Rights Agreement.

    This Primary Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

                                      -2-
<PAGE>
 
    WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal.  Dated as of ____________________.

Attest:                            COMMERCIAL FEDERAL CORPORATION



By:  _________________________     By:  ________________________
     Title                              Title



Countersigned:

Manufacturers Hanover Trust Company



By:  _________________________
     Authorized Signatory

                                      -3-
<PAGE>
 
               Form of Reverse Side of Primary Right Certificate

                               FORM OF ASSIGNMENT
                               ------------------

       (To be executed by the registered holder if such holder desires to
transfer the Primary Right Certificate)

    FOR VALUE RECEIVED _________________________ hereby sells, assigns and
transfer unto _________________________________________

_________________________________________________________________
                 (Please print name and address of transferee)

__________________________________________________________________

this Primary Right Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint ____________________
attorney, to transfer this Primary Right Certificate on the books of Commercial
Federal Corporation with full power of substitution.

Dated: ___________________, 19__                ______________________________
                                     Signature


Signature Guaranteed:


                                  Certificate
                                  -----------

                           (To be completed, if true)

    The undersigned hereby certifies that the Primary Rights represented by this
Primary Right Certificate are not Beneficially Owned by a 15% Person or an
Affiliate or Associate of a 15% Person (as such capitalized terms are defined in
the Rights Agreement).

Dated: ___________________, 19__                ______________________________

Signature Guaranteed:

                                      -4-
<PAGE>
 
              Form of Reverse Side of Primary Right Certificate --
                                   continued

                                     NOTICE

    The signatures to the foregoing Assignment and the foregoing Certificate, if
applicable, must correspond to the name as written upon the face of this Primary
Right Certificate in every particular, with alteration or enlargement or any
change whatsoever, and must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.

    In the event that the foregoing Certificate is not duly executed, with
signature guaranteed, the Company shall deem the Primary Rights represented by
this Primary Right Certificate to be Beneficially Owned by a 15% Person or an
Affiliate or Associate of a 15% Person (as such capitalized terms are defined in
the Rights Agreement), and shall not issue any Primary Right Certificate in
exchange for this Primary Right Certificate.

                                      -5-
<PAGE>
 
              Form of Reverse Side of Primary Right Certificate --
                                   continued

                          FORM OF ELECTION TO PURCHASE
                          ----------------------------

    (To be executed by the registered holder if such holder
              desires to exercise the Primary Right Certificate.)

TO COMMERCIAL FEDERAL CORPORATION

    The undersigned hereby irrevocably elects to exercise _________________
Primary Rights represented by this Primary Right Certificate to purchase the
Common Shares issuable upon the exercise of such Primary Rights and requests
that certificates for such Common Shares be issued in the name of:

Please insert social security
or other identifying number

_________________________________________________________________
                        (Please print name and address)

_________________________________________________________________

    If such number of Primary Rights shall not be all the Primary rights
represented by this Primary Right Certificate, a new Primary Right Certificate
for the balance remaining of such Primary Rights shall be registered in the name
of and delivered to:

Please insert social security
or other identifying number

_________________________________________________________________
                        (Please print name and address)

_________________________________________________________________

Dated:                     19
       ------------------,   --                -------------------------------
                                   Signature

Signature Guaranteed:

                                      -6-
<PAGE>
 
              Form of Reverse Side of Primary Right Certificate --
                                   continued

                                  Certificate
                                  -----------

                           (to be completed, if true)

    The undersigned hereby certifies that the Primary Rights represented by this
Primary Right Certificate are not Beneficially Owned by a 15% Person or an
Affiliate or Associate of a 15% Person (as such capitalized terms are defined in
the Rights Agreement).

Dated:              , 19
      --------------    --               ---------------------------------
                                   Signature


Signature Guaranteed:

                                     NOTICE

    The signatures to the foregoing Assignment and the foregoing Certificate, if
applicable, must correspond to the name as written upon the face of this Primary
Right Certificate in every particular, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.

    In the event that the foregoing Certificate is not duly executed, with
signature guaranteed, the Company shall deem the Primary Rights represented by
this Primary Right Certificate to be Beneficially Owned by a 15% person or an
Affiliate or Associate of a 15% Person (as such capitalized terms are defined in
the Rights Agreement), and shall not issue any certificate for Common Shares
upon the exercise of this Primary Right Certificate or any new Primary Right
Certificate for any remaining balance of unexercised Primary Rights represented
by this Primary Right Certificate.

                                      -7-
<PAGE>
 
                                Exhibit C
                                ---------

                                    FORM OF
                          SECONDARY RIGHT CERTIFICATE

Certificate No. R-                         ______ Secondary Rights

    NOT EXERCISABLE AFTER December 19, 1998 OR EARLIER IF REDEEMED.  THE
    SECONDARY RIGHTS ARE SUBJECT TO REDEMPTION AT $.Ol PER SECONDARY RIGHT ON
    THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES,
    SECONDARY RIGHTS BENEFICIALLY OWNED BY A 25% PERSON OR AN AFFILIATE OR
    ASSOCIATE OF A 25% PERSON (AS THOSE TERMS ARE DEFINED IN SECTIONS l(a), l(b)
    AND l(oo) OF THE RIGHTS AGREEMENT AND AS THOSE CIRCUMSTANCES ARE SPECIFIED
    IN SECTION 8(d) OF THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH
    SECONDARY RIGHTS MAY BECOME NULL AND VOID. [THE SECONDARY RIGHTS REPRESENTED
    BY THIS SECONDARY RIGHT CERTIFICATE WERE ISSUED TO A PERSON WHO WAS A 25%
    PERSON OR AN AFFILIATE OR AN ASSOCIATE OF A 25% PERSON.  THIS SECONDARY
    RIGHT CERTIFICATE AND THE SECONDARY RIGHTS REPRESENTED HEREBY MAY BECOME
    NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 8(d) OF THE RIGHTS
    AGREEMENT.]*

                          Secondary Right Certificate

                         COMMERCIAL FEDERAL CORPORATION

    This certifies that _________________________, or registered assigns, is the
registered owner of the number of Secondary Rights set forth above, each of
which entitles the owner thereof, subject to the terms, provisions and
conditions of the Rights Agreement dated as of December 19, 1988 (the "Rights
Agreement") by and between Commercial Federal Corporation, a Nebraska
corporation (the "Company"), and Manufacturers Hanover Trust Company, a New York
corporation (the "Rights Agent"), to purchase from the Company at any time prior
to the earlier of the Secondary Right Redemption Date (as such term is defined
in the Rights Agreement) or 5:00 p.m., Omaha time, on December 19, 1998, at the
office or agency of the Rights Agent at Manufacturers Hanover Trust Company, a
New York corporation, 450 West Thirty-Third Street, New York, New York 10001, or
at the office of its successors as Rights Agent, one one-hundredth of a fully
paid and nonassessable share of Series A Junior Participating Cumulative
Preferred Stock, par value of $0.01 per share, of the Company (the "Preferred
Shares"), at a purchase price of $42.00 per one one-hundredth of a Preferred
Share (the "Secondary Right Exercise Price"), upon presentation and surrender of
this Secondary Right Certificate with the Form of Election to Purchase duly
executed. The number of Secondary Rights represented


------------
* The portion of the legend in brackets shall be inserted only if applicable and
shall replace the preceding sentence.
<PAGE>
 
by this Secondary Right Certificate (and the number of Preferred Shares which
may be purchased upon exercise thereof) set forth above, and the Secondary Right
Exercise Price per share set forth above, are the number of Secondary Rights and
the Secondary Right Exercise Price as of December 19, 1988, based upon the
Preferred Shares as constituted at such date.

    As provided in the Rights Agreement, the Secondary Right Exercise Price and
the number of Preferred Shares, or under certain circumstances as set forth in
the Rights Agreement, Common Shares, which may be purchased upon the exercise of
the Secondary Rights represented by this Secondary Right Certificate are subject
to modification and adjustment upon the occurrence of certain events. This
Secondary Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof, and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligation, duties and immunities hereunder of the Rights
Agent, the Company and the holders of the Secondary Right Certificates. Copies
of the Rights Agreement are on file at the principal executive offices of the
Company and the above-mentioned offices of the Rights Agent.

    This Secondary Right Certificate, with or without other Secondary Right
Certificates, upon surrender at the office or agency of the Rights Agent at
Manufacturers Hanover Trust Company, 450 West Thirty-Third Street, New York, New
York 10001 may be exchanged for another Secondary Right Certificate or Secondary
Right Certificates of like tenor and date representing Secondary Rights
entitling the holder thereof to purchase a like aggregate number of Preferred
Shares, or under certain circumstances as set forth in the Rights Agreement,
Common Shares, as the Secondary Rights represented by the Secondary Right
Certificate or the Secondary Right Certificates surrendered shall have entitled
such holder to purchase.  If this Secondary Right Certificate shall be exercised
in part, the holder shall be entitled to receive upon surrender hereof another
Secondary Right Certificate or Secondary Right Certificates for the number of
whole Secondary Rights not exercised.  Subject to the provisions of the Rights
Agreement, the Secondary Rights represented by this Secondary Right Certificate
may be redeemed by the Company, at its option, at a redemption price of $.Ol per
Secondary Right.

    No fractional Preferred Shares will be issued upon the exercise of any
Secondary Right or Secondary Rights represented hereby (other than fractions
which are integral multiples of one-hundredth of a Preferred Share, which may,
at the option of the Company, be represented by depositary receipts), but in
lieu thereof, a cash payment shall be made, as provided in the Rights Agreement.

    No holder of this Secondary Right Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of the
Preferred Shares or of any other securities of the Company which may at any time
be issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Secondary Right or Secondary
<PAGE>
 
Rights represented by the Secondary Right Certificate shall have been exercised
as provided in the Rights Agreement.

    This Secondary Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

    WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal.  Dated as of                    .  
                                 -------------------

Attest:                           COMMERCIAL FEDERAL CORPORATION



By                                  By  
   ---------------------------          ------------------------
Title:                               Title:



Countersigned:

MANUFACTURERS HANOVER TRUST COMPANY


By 
    ----------------------------
    Authorized Signatory
<PAGE>
 
              Form of Reverse Side of Secondary Right Certificate

                               FORM OF ASSIGNMENT
                               ------------------

       (To be executed by the registered holder if such holder desires to
transfer the Secondary Right Certificate)

    FOR VALUE RECEIVED _________________________ hereby sells, assigns and
transfer unto _________________________________________

_________________________________________________________________
                 (Please print name and address of transferee)

__________________________________________________________________

this Secondary Right Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
_______________________ attorney, to transfer this Secondary Right Certificate
on the book of Commercial Federal Corporation with full power of substitution.

Dated:                      19        
       -------------------,   --             ------------------------------  
                                  Signature

Signature Guaranteed:

                                  Certificate
                                  -----------

                           (To be completed, if true)

    The undersigned hereby certifies that the Secondary Rights represented by
this Secondary Right Certificate are not Beneficially Owned by a 25% Person or
an Affiliate or Associate of a 25% Person (as such capitalized terms are defined
in the Rights Agreement).


Dated:                      19
       -------------------,   --             ------------------------------ 
                                  Signature


Signature Guaranteed:
<PAGE>
 
            Form of Reverse Side of Secondary Right Certificate --
                                   continued



                                     NOTICE

    The signature to the foregoing Assignment and the foregoing Certificate, if
applicable, must correspond to the name as written upon the face of the
Secondary Right Certificate in every particular, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a member firm of
a registered national securities exchange, a member of the National Association
of Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.

    In the event that the foregoing Certificate is not duly executed, with
signature guaranteed, the Company shall deem the Secondary Rights represented by
this Secondary Right Certificate to be Beneficially Owned by a 25% Person or an
Affiliate or Associate of a 25% Person (as such capitalized terms are defined in
the Rights Agreement), and shall affix a legend to that effect on any Secondary
Rights Certificate issued in exchange for this Secondary Right Certificate.
<PAGE>
 
             Form of Reverse Side of Secondary Right Certificate --
                                   continued

                          FORM OF ELECTION TO PURCHASE
                          ----------------------------

    (To be executed by the registered holder if such holder
             desires to exercise the Secondary Right Certificate.)

TO COMMERCIAL FEDERAL CORPORATION

    The undersigned hereby irrevocably elects to exercise
                                                          --------------
Secondary Rights represented by this Secondary Right Certificate to purchase the
Common Shares issuable upon the exercise of such Primary Rights and requests
that certificates for such Common Shares be issued in the name of:

Please insert social security
or other identifying number

-----------------------------------------------------------------
                        (Please print name and address)

    If such number of Secondary Rights shall not be all the Secondary rights
represented by this Secondary Right Certificate, a new Secondary Right
Certificate for the balance remaining of such Secondary Rights shall be
registered in the name of and delivered to:

Please insert social security
or other identifying number

-----------------------------------------------------------------
                        (Please print name and address)

-----------------------------------------------------------------

Dated:                     19
       ------------------,   --        -------------------------------
                               Signature

Signature Guaranteed:
<PAGE>
 
            Form of Reverse Side of Secondary Right Certificate --
                                   continued


                                  Certificate
                                  -----------

                           (to be completed, if true)

    The undersigned hereby certifies that the Secondary Rights represented by
this Secondary Right Certificate are not Beneficially owned by a 25% Person or
an Affiliate or Associate of a 25% Person (as such capitalized terms are defined
in the Rights Agreement).


Dated:                     19
        ------------------,   ---    ------------------------ 
                                Signature



Signature Guaranteed:


                                     NOTICE

    The signatures to the foregoing Assignment and the foregoing Certificate, if
applicable, must correspond to the name as written upon the face of this
Secondary Right Certificate in every particular, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a member firm of
a registered national securities exchange, a member of the National Association
of Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.

    In the event that the foregoing Certificate is not duly executed, with
signature guaranteed, the Company shall deem the Secondary Rights represented by
this Secondary Right Certificate to be Beneficially Owned by a 25% Person or an
Affiliate or Associate of a 25% Person (as such capitalized terms are defined in
the Rights Agreement).
<PAGE>
 
                                                                       EXHIBIT D
                        SUMMARY OF THE RIGHTS AGREEMENT
                        -------------------------------

     On December 19, 1988, the Board of Directors of Commercial Federal
Corporation (the "Company") declared a distribution of stock purchase rights
(the "Rights") for each outstanding share of common stock, $0.01 par value, of
the Company (the "Common Shares"). The distribution will be payable on December
30, 1988 (the "Record Date") to the stockholders of record on that date and will
consist of one Primary Right and one Secondary Right for each Common Share
outstanding on the Record Date.

     Initially, the Rights will not be exercisable. No certificates for the
Rights will be sent to stockholders. The Rights will be attached to and trade
only together with the Common Shares. Common Share certificates will represent
the Rights related thereto and Common Share certificates issued after December
30, 1988, will contain a notation incorporating the Rights Agreement by
reference. With certain exceptions, the Rights will expire December 19, 1998,
unless earlier redeemed by the Company.

     Primary Rights Certificates will be issued and Primary Rights will become
exercisable 10 business days, subject to extension, after a public announcement
that any person (other than the two stockholders who beneficially owned more
than 15% of the Company's Common Shares on December 19, 1998 or any person who
purchases 15% of the Company's Common Shares directly from the Company) has
acquired, or obtained the right to acquire beneficial ownership of 15% or more
of the outstanding Common Shares, provided that such person has not complied
with the Fairness Procedure described below or has not provided a Fair Offer as
described below. Any such person is referred to as a "15% Person."

     Secondary Right Certificates will be issued and Secondary Rights will
become exercisable upon the earlier of (a) one business day after a public
announcement that any person has acquired, or obtained the right to acquire
beneficial ownership of 25% or more of the outstanding Common Shares, which is
not deemed a Fair Offer as described below (such person is referred to as a "25%
Person"), or (b) one business day following the commencement of a tender offer
or exchange offer, the consummation of which would result in the beneficial
ownership of 25% or more of the outstanding Common Shares by any person other
than the Company or certain related entities.

     The number of shares which may be purchased upon exercise of each Primary
Right, shall be determined by dividing (i) that number of shares which equals
50% of the outstanding Common Shares, as of the date such person became of 15%
Person, by (ii) the number of Primary Rights outstanding, exclusive of Primary
Rights beneficially owned by the 15% Person. The exercise price per Common Share
shall equal 20% of the Current Market Price of such shares, as of the date the
15% Person became such.

     Primary Rights may not be exercised if a 15% Person, prior to becoming a
15% Person, fully complies with the "Fairness Procedure" which involves (i)
delivering to the Company a written disclosure statement (the "Disclosure
Statement") not less than 20 business days prior to becoming a 15% Person
containing certain specified information regarding such person and its plans;
and (ii) delivering to the Company, with the Disclosure Statement, its written
undertaking not to acquire 25% or more of the Common Shares, except with the
prior approval of the independent directors of the Company or in a cash tender
offer for all outstanding Common Shares made as set forth below and that, for a
period of 3 years from the date of such undertaking, such person will not, among
other things, (a) take any action, including the acquisition of additional
Common Shares, except in accordance with the Plans disclosed in the Disclosure
Statement, (b) engage in certain "self-dealing" transactions (including any
merger) with the Company, unless approved in advance by a majority of the
independent directors of the Company, or (c) nominate to take any action to
elect to the Company's Board of Directors more than one director.

     Unless the Secondary Rights are earlier redeemed, in the event a person
becomes a 25% Person, each holder of a Secondary Right (other than Secondary
Rights beneficially owned by such 25% Person, which will thereafter be void)
will have the right to purchase one one-hundredth of a share of Preferred Shares
at a price of $42.00 per one one-hundredth of a share. Unless the Secondary
Rights are earlier redeemed, in the event that (a) the Company is the surviving
corporation in a merger with a 25% Person and the Common Shares are not changed
or exchanged in such merger, (b) a 25% Person engages in one of a number of
"self-dealing" transactions specified in the Rights Agreement including certain
preferential sales, transfers or exchanges of Company assets or securities,
special compensation or unfair loans, or (c) a person (other than the Company or
certain related entities) becomes the beneficial owner of 25% or more of the
outstanding Common Shares (other than pursuant
<PAGE>
 
to a cash tender offer) then each holder of a Secondary Right which has not
theretofore been exercised will thereafter have the right to receive, upon
exercise and payment of the Secondary Right Exercise Price, Common Shares having
a value equal to two times the Secondary Right Exercise Price.

     If after there is a 25% Person, unless the Secondary Rights are earlier
redeemed, (a) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation or in which
the outstanding Common Shares are changed or exchanged for stock or assets of
another person, or (b) 50% or more of the Company's consolidated assets or
earning power are sold (other than in transactions in the ordinary course of
business), then each holder of a Secondary Right which has not theretofore been
exercised will thereafter have the right to receive, upon exercise and payment
of the Secondary Right to Exercise Price, shares of common stock of the
acquiring company having a value equal to two times the Secondary Right Exercise
Price.

     The Preferred Shares will be nonredeemable and, unless otherwise provided
in connection with the creation of subsequent series of preferred shares, will
be subordinate to any other series of the Company's preferred shares, whether
issued before or after the issuance of the Preferred Shares. The Preferred
Shares may not be issued except upon exercise of Secondary Rights and will have
certain other rights as specified in the Rights Agreement.

     In the event that any person notifies the Company of its intention to make
an all cash tender offer for all of the Common Shares, and complies with certain
procedural requirements including the delivery of evidence that all necessary
financing therefor is firmly committed or otherwise available and an undertaking
to pay the reasonable costs of any stockholders' meeting called as described in
(b) below, the Company will within 15 business days, at its option, either (1)
engage a nationally recognized investment banking firm to render an opinion as
to whether the tender offer purchase price is fair and adequate to the Company's
stockholders from a financial point of view, or (2) call a stockholders' meeting
at the earliest practicable date to vote upon such tender offer. In the event
that (a) the tender offer purchase price is determined by such investment
banking firm to be fair and adequate to the stockholders from a financial point
of view; or (b) the tender offer is approved by a majority of the shares voted
at such meeting and beneficially owned by persons other than the offeror; then,
neither the commencement of a tender offer nor the acquisition of Common Shares
pursuant thereto will trigger the distribution of Right Certificates.

     A majority of the independent directors may authorize the redemption of
either or both of the Primary or Secondary Rights in whole, but not in part, at
a price of $0.01 per Primary or Secondary Right (the "Redemption Price") at any
time prior to the close of business on the 10th business day subject to
extension, following the date of a public announcement that any person has
become a 15% Person other than pursuant to a cash tender offer as described
above, and at any time prior to the public announcement that any person has
become a 25% Person other than pursuant to a cash tender offer as described
above. The Company's right of redemption with respect to the Secondary Rights
will be reinstated if each 25% Person reduces its beneficial ownership to less
than 15% of the Company's outstanding Common Shares in a transaction not
involving a purchase by the Company.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.


                                      -2-
<PAGE>
 
                         AMENDMENT TO RIGHTS AGREEMENT
                         -----------------------------

     Pursuant to Section 30 of the Rights Agreement entered into as of December
19, 1988, between COMMERCIAL FEDERAL CORPORATION (the "Company") and
MANUFACTURERS HANOVER TRUST COMPANY, Sections 1(mm) and 1(oo) of the Agreement
are hereby amended as follows:

     1.  A new subsection (vi) shall be added to Section 1(mm) as follows:

         any underwriter or member of an underwriting or selling group 
         involving a public sale or resale of securities of the Company 
         (specifically including Montgomery Securities in connection 
         the purchase of up to 4,025,000 shares of Common Stock 
         pursuant to an Underwriting Agreement entered into between the 
         Company and Montgomery Securities as of June 30, 1992); 
         provided, however, that upon completion of the sale or resale 
         of such securities, no such underwriter or member of such
         selling group is a 15% Person

     2.  A new subsection (iv) shall be added to Section 1(oo) as follows:

         any underwriter or member of an underwriting or selling group 
         involving a public sale or resale of securities of the 
         Company (specifically including Montgomery Securities in 
         connection with the purchase of up to 4,025,000 shares of 
         Common Shares pursuant to an Underwriting Agreement entered 
         into between the Company and Montgomery Securities as of 
         June 30, 1992); provided, however, that upon completion of 
         the sale or resale of such securities, no such underwriter 
         or member of such selling group is a 25% Person.

ATTEST:                                 COMMERCIAL FEDERAL CORPORATION

/s/                                     By /s/
---------------------------------          ---------------------------
 Assistant Vice President                  James A. Laphen
                                           Vice President

         [S E A L]                      Date:  July 7, 1992

ATTEST:                                 MANUFACTURERS HANOVER
                                        TRUST COMPANY
 
By /s/                                  By /s/
  -------------------------------          ---------------------------
  Title Assistant Vice President           Title Vice President

                                        Date:  July 7, 1992
                                              ------------------------
<PAGE>
 

                        COMMERCIAL FEDERAL CORPORATION

                      AMENDMENT NO. 2 TO RIGHTS AGREEMENT


     Pursuant to Section 30(a) of the Rights Agreement entered into as of
December 19, 1988, as amended on July 7, 1992, between COMMERCIAL FEDERAL
CORPORATION (the "Company") and MANUFACTURERS HANOVER TRUST COMPANY (the
"Agreement"), the Agreement is hereby amended as follows:

     1.  Pursuant to the provisions of Section 24 of the Agreement, Harris Trust
and Savings Bank, Chicago, Illinois, is hereby appointed as successor Rights
Agent for the Company and all references in the Agreement and exhibits and
attachments thereto to the Rights Agent or to Manufacturers Hanover Trust
Company shall be deemed to refer to Harris Trust and Savings Bank as Rights
Agent.  Further, all references to the address of the Rights Agent or the
address of Manufacturers Hanover Trust Company shall be deemed to refer to
Harris Trust and Savings Bank at the address of 311 West Monroe Street, Chicago,
Illinois 60606, Attention: Corporate Trust.

     2.   Section 1(c) shall be amended to read as follows:

               "Business Day" shall mean any day other than a Saturday, a Sunday
               or a day on which banking institutions in the States of Illinois
               or Nebraska are authorized or obligated by law or executive order
               to close.


     3.  Section 1(t) shall be amended to read as follows:

                "Primary Right Expiration Date" shall mean the earlier of (i)
                December 19, 2008 or (ii) 60 days after the date upon which the
                Primary Rights first become exercisable.

     4.   Section 1(bb) shall be amended to read as follows:

                "Secondary Right Expiration Date" shall mean December 19, 2008.

     5.   Subsections (iv) and (v) of the first sentence of Section 1(mm) shall
          be deleted and subsection (vi) shall be renumbered subsection (iv) and
          shall be amended to read as follows:

                any underwriter or member of an underwriting or selling group
                involving a public sale or resale of securities of the Company;
                provided, however, that upon completion of the sale or resale of
                such securities, no such underwriter or member of such selling
                group is a 15% Person.

     6.   Subsection (iv) of the first sentence of Section 1(oo) shall be
          amended to read as follows:

                any underwriter or member of an underwriting or selling group
                involving a public sale or resale of securities of the Company;
                provided, however, that upon completion of the sale or resale of


<PAGE>
 
                such securities, no such underwriter or member of such selling
                group is a 25% Person.

     7.   (a)  The legend appearing in the first paragraph of Section 3(e) shall
          be amended in full to read as follows:

                This certificate also represents Rights which entitle the holder
                hereof to certain rights as set forth in a Rights Agreement by
                and between Commercial Federal Corporation and Harris Trust and
                Savings Bank as successor Rights Agent, dated as of December 19,
                1988, as amended (the "Rights Agreement"), the terms, conditions
                and limitations of which are hereby incorporated herein by
                reference and a copy of which is on file at the principal
                executive offices of Commercial Federal Corporation. Under
                certain circumstances specified in the Rights Agreement, such
                Rights will be represented by separate certificates and will no
                longer be represented by this certificate. Under certain
                circumstances specified in the Rights Agreement, Rights
                beneficially owned by certain persons may become null and void.
                Commercial Federal Corporation shall mail to the record holder
                of this certificate a copy of the Rights Agreement without
                charge promptly following receipt of a written request therefor.

          (b) The legend appearing in the second paragraph of Section 3(e) shall
              be amended in full to read as follows:

                This certificate does not represent any Right issued pursuant to
                the terms of a Rights Agreement by and between Commercial
                Federal Corporation and Harris Trust and Savings Bank, as
                successor Rights Agent, dated as of December 19, 1988, as
                amended.

     8.   Section 7(b) shall be amended to replace the address of Manufacturers
          Hanover Trust Company with the following address of Harris Trust and
          Savings Bank:

                311 West Monroe Street                        
                Chicago, Illinois 60606                       
                Attention: Corporate Trust, Ken Penn

     9.   Section 8(b) shall be amended to replace the address of Manufacturers
          Hanover Trust Company with the following address of Harris Trust and
          Savings Bank:

                311 West Monroe Street                        
                Chicago, Illinois 60606                      
                Attention: Corporate Trust, Ken Penn

     10.   Section 15 shall be amended to add the following sentence at the end
          of such section:

          The Rights Agent shall be fully protected in relying on any such
          certificate and on any adjustment therein contained and shall not be
          obligated or responsible for calculating any adjustment nor shall it
          be deemed to have knowledge of such adjustment unless and until it
          shall have received such certificate.

     11.   Section 21 shall be amended in its entirety to read as follows:

          Section 21.    Concerning the Rights Agent.
                         ---------------------------
               (a)  The Company agrees to pay to the Rights Agent as
          compensation for all services rendered by it hereunder reasonable and
          customary fees and expenses, and, from time to time, on demand of the
          Rights Agent, its reasonable expenses and counsel fees and other
          disbursements incurred in the administration and execution of this
          Agreement and the exercise and performance of its duties hereunder.
          The Company also agrees to indemnify the Rights Agent for, and to hold
          it harmless against, any loss, liability, or expense, incurred without
          negligence, bad faith or willful misconduct on the part of the Rights
          Agent, for anything done or omitted by the Rights Agent in connection
          with the acceptance and administration of this Agreement, including
          the costs and expenses of defending against any claim of liability.
          The costs and expenses of enforcing this right of indemnification
          shall also be paid by the Company. The indemnification provided for
          hereunder shall survive the expiration of the Rights and the
          termination of this Agreement.

               (b)  The Rights Agent may conclusively rely upon and shall be
          protected and shall incur no liability for or in respect of any action
          taken, suffered or omitted by it in connection with its administration
          of this Agreement in reliance upon any Right Certificate or
          certificate for the Preferred Shares or Common Shares or for other
          securities of the Company, instrument of assignment or transfer, power
          of attorney, endorsement, affidavit, letter, notice, direction,
          consent, certificate, statement, or other paper or document believed
          by it to be genuine and to be signed, executed and, where necessary,
          verified or acknowledged, by the proper Person or Persons, or
          otherwise upon the advice of its counsel as set forth in Section 23
          hereof.

               (c)  Notwithstanding anything in this Agreement to the contrary,
          in no event shall the Rights Agent be liable for special, indirect or
          consequential loss or damage of any kind whatsoever (including but not
          limited to lost profits), even if the Rights Agent has been advised of
          the likelihood of such loss or damage and regardless of the form of
          the action.


     12.  (a)  Section 23(a) shall be amended in its entirety to read as
          follows:

               (a)  Before the Rights Agent refrains from acting, the Rights
          Agent may consult with legal counsel (who may be legal counsel for the
          Company), and the advice or opinion of such counsel shall be full and
          complete authorization and protection to the Rights Agent as to any
          action taken or omitted by it in good faith and in accordance with
          such advice or opinion.

          (b)  Section 23(g) shall be amended to add the following sentence at
          the end of such section:

          Any application by the Rights Agent for written instructions from the
          Company may, at the option of the Rights Agent, set forth in writing
          any action proposed to be taken or omitted by the Rights Agent under
          this Agreement and the date on or after which such action shall be
          taken or such omission shall be effective. The Rights Agent shall not
          be liable for any action taken by, or omission of, the Rights Agent in
          accordance with a proposal included in any such application on or
          after the date specified in such application (which date shall not be
          less than ten Business Days after the date any officer of the Company
          actually receives such application, unless any such officer shall have
          consented in writing to an earlier date) unless, prior to taking any
          such action (or the effective date in the case of an omission), the
          Rights Agent shall have received written instructions in response to
          such application subject to the proposed action or omission and/or
          specifying the action to taken or omitted.

          (c)  Section 23 shall be further amended to add the following Sections
          23(j) and (k):

               (j)  No provision of this Agreement shall require the Rights
          Agent to expend or risk its own funds or otherwise incur any financial
          liability in the performance of its duties hereunder or in the
          exercise of its rights if there shall be reasonable grounds for
          believing that repayment of such funds or adequate indemnification
          against such risk or liability is not reasonably assured to it.

               (k)  The Rights Agent shall not be required to take notice or be
          deemed to have notice of any fact, event or determination (including,
          without limitation, any dates or events defined in this Agreement or
          the designation of any Person as an Acquiring Person, Affiliate or
          Associate) under this Agreement unless and until the Rights Agent
          shall be specifically notified in writing by the Company of such fact,
          event or determination.

    13.   Section 29 shall be amended to replace the name and address of
          Manufacturers Hanover Trust Company with the following name and
          address:

<PAGE>
 
                Harris Trust and Savings Bank
                311 West Monroe Street
                Chicago, Illinois 60606
                Attention: Corporate Trust, Ken Penn

     14.  Section 30(a) shall be amended by adding the following sentence at the
          end of such section:

          "Notwithstanding anything in this Agreement to the contrary, no
          supplement or amendment that changes the rights and duties of the
          Rights Agent under this Agreement will be effective against the Rights
          Agent without the execution of such supplement or amendment by the
          Rights Agent."

     IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to the
Agreement to be duly executed and attested as of the date and year first above
written.


ATTEST:                          COMMERCIAL FEDERAL CORPORATION


________________________          By:   ___________________________________
Title:
                                  Date: _________________


ATTEST:                          HARRIS TRUST AND SAVINGS BANK, as
                                 Rights Agent


________________________            By:    ________________________________
Title:
                                    Date:  ________________