<PAGE>
COMMERCIAL FEDERAL RETIREMENT SAVINGS PLAN
TO: PLAN TRUSTEE OF THE COMMERCIAL FEDERAL RETIREMENT SAVINGS PLAN
I hereby direct you, as Trustee of the Commercial Federal Retirement Savings
Plan, as amended (the "Plan"), to act in accordance with the instructions I
have specified on the reverse side hereof in voting each share of Commercial
Federal Corporation common stock ("Commercial Federal Stock") allocated to my
account(s) under the Plan at the 1995 Annual Meeting of Stockholders of
Commercial Federal Corporation to be held on November 21, 1995 (the "Annual
Meeting"), and at any adjournment or postponement thereof. Under the terms of
the Plan and subject to the Plan Trustee's responsibilities under applicable
law, the Plan Trustee will vote Commercial Federal Stock allocated to the
accounts of Plan participants ("Participants") in accordance with timely
instructions received from such Participants and will NOT vote Commercial
Federal Stock allocated to Plan Participants if the Plan Trustee does not
receive timely instructions from such Participants on or before the date
designated below. THERE IS CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS AND,
UNLESS OTHERWISE INDICATED BY THE PARTICIPANT, AN INSTRUCTION HEREON TO VOTE
FOR THE NOMINEES LISTED IN PROPOSAL 1 WILL BE DEEMED AN INSTRUCTION TO THE PLAN
TRUSTEE TO GIVE THE PROXIES SET FORTH ON COMMERCIAL FEDERAL CORPORATION'S WHITE
PROXY CARD FOR THE ANNUAL MEETING DISCRETIONARY AUTHORITY TO CUMULATE ALL VOTES
FOR WHICH THE UNDERSIGNED IS ENTITLED TO DIRECT THE VOTING AND TO ALLOCATE SUCH
VOTES IN FAVOR OF ONE OR MORE OF SUCH NOMINEES, AS SUCH PROXIES MAY DETERMINE.
IMPORTANT: Your instructions should be mailed to Corporate Election Services,
Inc. in the enclosed self-addressed envelope. No postage is required. In order
to comply with your instructions, this card must be properly executed and
mailed to Corporate Election Services, Inc. so as to be received before 5:00
p.m. Eastern time on November 16, 1995.
DO NOT MAIL THESE INSTRUCTIONS TO COMMERCIAL FEDERAL CORPORATION OR
COMMERCIAL FEDERAL CORPORATION'S PROXY SOLICITOR, D.F. KING & CO., INC.
(CONTINUED--TO BE DATED AND SIGNED ON OTHER SIDE)
<PAGE>
INDICATE YOUR INSTRUCTIONS WITH AN [X]. ITEMS LEFT BLANK WILL NOT BE CONSIDERED
INSTRUCTIONS TO THE PLAN TRUSTEE.
1. The election as directors of all nominees listed below (except as marked to
the contrary):
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote for
all nominees listed below
William A. Fitzgerald, Sharon G. Marvin and Michael T. O'Neil
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK "FOR"
ABOVE AND WRITE THE NAME(S) OF THE NOMINEE(S) FOR WHICH YOU DO NOT WISH TO VOTE
ON THE LINE BELOW.
- --------------------------------------------------------------------------------
2. Board of Directors' proposal as described in Commerical Federal
Corporation's Proxy Statement dated October 6, 1995.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Stockholder proposal submitted by CAI Corporation
as described in Commercial Federal Corporation's
Proxy Statement dated October 6, 1995.
[_] FOR [_] AGAINST [_] ABSTAIN
Signature(s)
-------------------
-------------------------------
Date , 1995
--------------------
(IMPORTANT: Please sign exactly as name appears hereon.)
<PAGE>
COMMERCIAL FEDERAL PAYROLL STOCK PURCHASE PLAN
TO: PLAN ADMINISTRATOR OF THE COMMERCIAL FEDERAL PAYROLL STOCK PURCHASE PLAN
I hereby direct you, as Administrator of the Commercial Federal Payroll Stock
Purchase Plan (the "Plan"), to act in accordance with the instructions I have
specified on the reverse side hereof in voting each share of Commercial Federal
Corporation common stock ("Commercial Federal Stock") allocated to my
account(s) under the Plan at the 1995 Annual Meeting of Stockholders of
Commercial Federal Corporation to be held on November 21, 1995 (the "Annual
Meeting"), and at any adjournment or postponement thereof. Under the terms of
the Plan and subject to the Plan Administrator's responsibilities under
applicable law, the Plan Administrator will vote Commercial Federal Stock
allocated to the accounts of Plan participants ("Participants") in accordance
with timely instructions received from such Participants and will NOT vote
Commercial Federal Stock allocated to Plan Participants if the Plan
Administrator does not receive timely instructions from such Participants on or
before the date designated below. THERE IS CUMULATIVE VOTING IN THE ELECTION OF
DIRECTORS AND, UNLESS OTHERWISE INDICATED BY THE PARTICIPANT, AN INSTRUCTION
HEREON TO VOTE FOR THE NOMINEES LISTED IN PROPOSAL 1 WILL BE DEEMED AN
INSTRUCTION TO THE PLAN ADMINISTRATOR TO GIVE THE PROXIES SET FORTH ON
COMMERCIAL FEDERAL CORPORATION'S WHITE PROXY CARD FOR THE ANNUAL MEETING
DISCRETIONARY AUTHORITY TO CUMULATE ALL VOTES FOR WHICH THE UNDERSIGNED IS
ENTITLED TO DIRECT THE VOTING AND TO ALLOCATE SUCH VOTES IN FAVOR OF ONE OR
MORE OF SUCH NOMINEES, AS SUCH PROXIES MAY DETERMINE.
IMPORTANT: Your instructions should be mailed to Corporate Election Services,
Inc. in the enclosed self-addressed envelope. No postage is required. In order
to comply with your instructions, this card must be properly executed and
mailed to Corporate Election Services, Inc. so as to be received before 5:00
p.m. Eastern time on November 16, 1995.
DO NOT MAIL THESE INSTRUCTIONS TO COMMERCIAL FEDERAL CORPORATION OR
COMMERCIAL FEDERAL CORPORATION'S PROXY SOLICITOR, D.F. KING & CO., INC.
(CONTINUED--TO BE DATED AND SIGNED ON OTHER SIDE)
<PAGE>
INDICATE YOUR INSTRUCTIONS WITH AN [X]. ITEMS LEFT BLANK WILL NOT BE CONSIDERED
INSTRUCTIONS TO THE PLAN ADMINISTRATOR.
1. The election as directors of all nominees listed below (except as marked to
the contrary):
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote
for all nominees below
William A. Fitzgerald, Sharon G. Marvin and Michael T. O'Neil
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK "FOR"
ABOVE AND WRITE THE NAME(S) OF THE NOMINEE(S) FOR WHICH YOU DO NOT WISH TO VOTE
ON THE LINE BELOW.
- --------------------------------------------------------------------------------
2. Board of Directors' proposal as described in Commerical Federal
Corporation's Proxy Statement dated October 6, 1995.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Stockholder proposal submitted by CAI Corporation
as described in Commercial Federal Corporation's
Proxy Statement dated October 6, 1995
[_] FOR [_] AGAINST [_] ABSTAIN
Signature(s)
------------------
-------------------------------
Date , 1995
--------------------
(IMPORTANT: Please sign exactly as name appears hereon.)
<PAGE>
(ART)
TO: PARTICIPANTS IN THE COMMERCIAL FEDERAL PAYROLL STOCK PURCHASE PLAN
Under the terms of the Commercial Federal Payroll Stock Purchase Plan (the
"Plan"), you have the right to direct the Plan administrator in writing as to
the manner in which you wish to vote the shares of common stock of Commercial
Federal Corporation ("Commercial Federal") allocated to your Plan account(s)
at Commercial Federal's 1995 Annual Meeting of Stockholders. Under the terms
of the Plan and subject to the Plan administrator's responsibilities under
applicable law, the Plan administrator will vote your allocated shares in
accordance with your instructions and will NOT vote your allocated shares if
you do not provide instructions. Therefore, we encourage you to exercise your
right to direct the voting of your allocated shares at the meeting.
HOW TO EXERCISE YOUR RIGHTS. You direct the voting of shares in your
account(s) by completing, signing and returning the enclosed confidential
voting instruction card. Proxy cards supplied with proxy materials are not
appropriate for the purpose of instructing the Plan administrator in
connection with the voting of shares allocated to your Plan account(s).
CONFIDENTIALITY OF VOTING INSTRUCTIONS. Your instructions to the Plan
administrator will be completely confidential. Commercial Federal has engaged
an independent firm, Corporate Election Services, Inc. of Pittsburgh, PA, to
serve as the confidential vote processing agent for the Plan. Voting
instruction cards are to be sent (using the postage-paid envelopes provided
therewith) to Corporate Election Services, Inc. and should NOT be sent to
Commercial Federal or its proxy solicitor, D.F. King & Co., Inc.
Corporate Election Services, Inc. will count your votes and report the
aggregate totals of all voting instructions to the Plan administrator.
Corporate Election Services, Inc. has agreed to maintain your voting
instructions in strict confidence. In no event will your voting instructions
be reported to Commercial Federal.
DELIVERY OF PROXY MATERIALS. A copy of the proxy statement of Commercial
Federal and a copy of its 1995 Annual Report to Stockholders are enclosed for
your review. As noted in the proxy statement, the 1995 Annual Meeting is
scheduled for November 21, 1995, at 10:00 a.m., in Omaha, Nebraska.
Enclosed is a confidential voting instruction card which you should use if
you wish to direct the Plan administrator to vote shares allocated to your
account(s) in connection with the slate of directors endorsed by the Board of
Directors of Commercial Federal and if you
<PAGE>
wish to direct the Plan administrator to vote shares allocated to your
account(s) in connection with the proposal of the Board of Directors and the
stockholder proposal described in the enclosed proxy statement. PLEASE NOTE
THAT TO DIRECT THE PLAN ADMINISTRATOR TO VOTE WITH RESPECT TO ANY OF THE
FOREGOING, YOU MUST SPECIFICALLY MARK YOUR INSTRUCTIONS ON THE CONFIDENTIAL
VOTING INSTRUCTION CARD. ITEMS LEFT BLANK WILL NOT BE CONSIDERED INSTRUCTIONS
TO THE PLAN ADMINISTRATOR.
The Plan administrator understands that CAI Corporation, a stockholder of
Commercial Federal, has prepared a proxy statement soliciting proxies for a
slate of directors in opposition to the slate endorsed by the Board of
Directors in the enclosed Commercial Federal proxy statement, against the
Board's proposal and in favor of the stockholder proposal, which proposals are
described in the enclosed Commercial Federal proxy statement. If CAI
Corporation's proxy statement and other soliciting materials are provided to
the Plan administrator, the Plan administrator will distribute such materials
to you. Additional confidential voting instruction cards will be provided that
will permit participants of the Plan to instruct the Plan administrator
regarding the voting of shares allocated to their account(s) in connection
with the matters described in any such additional proxy solicitation materials
distributed by CAI Corporation.
Voting instructions for your allocated shares under the Plan must be
received by 5:00 p.m. Eastern time on November 16, 1995 on the voting
instruction cards provided by the Plan administrator for that purpose. AGAIN,
ALL VOTING INSTRUCTION CARDS SHOULD BE FORWARDED TO CORPORATE ELECTION
SERVICES, INC. AND SHOULD NOT BE MAILED TO COMMERCIAL FEDERAL OR ITS PROXY
SOLICITOR, D.F. KING & CO., INC.
In order to make an informed judgment concerning how to instruct the Plan
administrator to vote your allocated shares, YOU SHOULD READ ALL PROXY
MATERIALS CAREFULLY AND THOROUGHLY. The Plan administrator will not recommend
how you should complete your confidential voting instruction cards.
WHEN TO SUBMIT YOUR CONFIDENTIAL VOTING INSTRUCTION CARD. You may submit
your voting instructions to the confidential vote processing agent at any
time, except that in order to be effective your instructions MUST BE RECEIVED
by not later than 5:00 p.m. Eastern time on November 16, 1995. If Corporate
Election Services, Inc. receives more than one voting instruction card from
you, the instruction card bearing the LATEST date will be considered to have
cancelled all instruction cards bearing an earlier date. If more than one
confidential voting instruction card is received from you of the same date,
Corporate Election Services, Inc. will consider the card bearing the latest
postmark as controlling. You may request additional confidential voting
instruction cards at any time by contacting the Plan administrator at
(402) 390-6553.
If you have any questions regarding the procedures for instructing the Plan
administrator, please call (402) 390-6553.
Plan Administrator
October 24, 1995
<PAGE>
(ART)
TO: PARTICIPANTS IN THE COMMERCIAL FEDERAL RETIREMENT SAVINGS PLAN
Under the terms of the Commercial Federal Retirement Savings Plan, as
amended (the "Plan"), you have the right to direct the Plan trustee in writing
as to the manner in which you wish to vote the shares of common stock of
Commercial Federal Corporation ("Commercial Federal") allocated to your Plan
account(s) at Commercial Federal's 1995 Annual Meeting of Stockholders. Under
the terms of the Plan and subject to the Plan trustee's responsibilities under
applicable law, the Plan trustee will vote your allocated shares in accordance
with your instructions and will NOT vote your allocated shares if you do not
provide instructions. Therefore, we encourage you to exercise your right to
direct the voting of your allocated shares at the meeting.
HOW TO EXERCISE YOUR RIGHTS. You direct the voting of shares in your
account(s) by completing, signing and returning the enclosed confidential
voting instruction card. Proxy cards supplied with proxy materials are not
appropriate for the purpose of instructing the Plan trustee in connection with
the voting of shares allocated to your Plan account(s).
CONFIDENTIALITY OF VOTING INSTRUCTIONS. Your instructions to the Plan
trustee will be completely confidential. Commercial Federal has engaged an
independent firm, Corporate Election Services, Inc. of Pittsburgh, PA, to
serve as the confidential vote processing agent for the Plan. Voting
instruction cards are to be sent (using the postage-paid envelopes provided
therewith) to Corporate Election Services, Inc. and should NOT be sent to
Commercial Federal or its proxy solicitor, D.F. King & Co., Inc.
Corporate Election Services, Inc. will count your votes and report the
aggregate totals of all voting instructions to the Plan trustee. Corporate
Election Services, Inc. has agreed to maintain your voting instructions in
strict confidence. In no event will your voting instructions be reported to
Commercial Federal.
DELIVERY OF PROXY MATERIALS. A copy of the proxy statement of Commercial
Federal and a copy of its 1995 Annual Report to Stockholders are enclosed for
your review. As noted in the proxy statement, the 1995 Annual Meeting is
scheduled for November 21, 1995, at 10:00 a.m., in Omaha, Nebraska.
Enclosed is a confidential voting instruction card which you should use if
you wish to direct the Plan trustee to vote shares allocated to your
account(s) in connection with the slate
<PAGE>
of directors endorsed by the Board of Directors of Commercial Federal and if
you wish to direct the Plan trustee to vote shares allocated to your
account(s) in connection with the proposal of the Board of Directors and the
stockholder proposal described in the enclosed proxy statement. PLEASE NOTE
THAT TO DIRECT THE PLAN TRUSTEE TO VOTE WITH RESPECT TO ANY OF THE FOREGOING,
YOU MUST SPECIFICALLY MARK YOUR INSTRUCTIONS ON THE CONFIDENTIAL VOTING
INSTRUCTION CARD. ITEMS LEFT BLANK WILL NOT BE CONSIDERED INSTRUCTIONS TO THE
PLAN TRUSTEE.
The Plan trustee understands that CAI Corporation, a stockholder of
Commercial Federal, has prepared a proxy statement soliciting proxies for a
slate of directors in opposition to the slate endorsed by the Board of
Directors in the enclosed Commercial Federal proxy statement, against the
Board's proposal and in favor of the stockholder proposal, which proposals are
described in the enclosed Commercial Federal proxy statement. If CAI
Corporation's proxy statement and other soliciting materials are provided to
the Plan trustee, the Plan trustee will distribute such materials to you.
Additional confidential voting instruction cards will be provided that will
permit participants of the Plan to instruct the Plan trustee regarding the
voting of shares allocated to their account(s) in connection with the matters
described in any such additional proxy solicitation materials distributed by
CAI Corporation.
Voting instructions for your allocated shares under the Plan must be
received by 5:00 p.m. Eastern time on November 16, 1995 on the voting
instruction cards provided by the Plan trustee for that purpose. AGAIN, ALL
VOTING INSTRUCTION CARDS SHOULD BE FORWARDED TO CORPORATE ELECTION SERVICES,
INC. AND SHOULD NOT BE MAILED TO COMMERCIAL FEDERAL OR ITS PROXY SOLICITOR,
D.F. KING & CO., INC.
In order to make an informed judgment concerning how to instruct the Plan
trustee to vote your allocated shares, YOU SHOULD READ ALL PROXY MATERIALS
CAREFULLY AND THOROUGHLY. The Plan trustee will not recommend how you should
complete your confidential voting instruction cards.
WHEN TO SUBMIT YOUR CONFIDENTIAL VOTING INSTRUCTION CARD. You may submit
your voting instructions to the confidential vote processing agent at any
time, except that in order to be effective your instructions MUST BE RECEIVED
by not later than 5:00 p.m. Eastern time on November 16, 1995. If Corporate
Election Services, Inc. receives more than one voting instruction card from
you, the instruction card bearing the LATEST date will be considered to have
cancelled all instruction cards bearing an earlier date. If more than one
confidential voting instruction card is received from you of the same date,
Corporate Election Services, Inc. will consider the card bearing the latest
postmark as controlling. You may request additional confidential voting
instruction cards at any time by contacting the Plan trustee at (402) 390-
6553.
If you have any questions regarding the procedures for instructing the Plan
trustee, please call (402) 390-6553.
Plan Trustee
October 24, 1995
<PAGE>
COMMERCIAL FEDERAL CORPORATION
C/O D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
PLEASE REMOVE PROXY CARD FROM ENVELOPE
IMPORTANT:
PROXY MATERIAL ENCLOSED
<PAGE>
FROM:
------------------
------------------
------------------
CFB
D. F. KING & CO., INC.
POB 1379
NEW YORK, NY 10268-1379
<PAGE>
SUPPLEMENTAL INFORMATION CONCERNING AN ADDITIONAL PARTICIPANT IN COMMERCIAL
FEDERAL CORPORATION PROXY SOLICITATION
Mr. Robert D. Taylor, formerly Chairman, President
and Chief Executive Officer of Railroad Financial
Corporation, may assist in soliciting proxies from
Commercial Federal Corporation stockholders. Mr.
Taylor currently serves as a consultant to Commercial
Federal, with a principal business address at 28 Park
View Road, Hesston, Kansas 67062. Mr. Taylor
beneficially owns 111,968 shares of Commercial Federal
common stock, including options to purchase 6,388
shares. All of such shares were acquired in connection
with Commercial Federal's acquisition of Railroad on
October 2, 1995.
<PAGE>
[LETTERHEAD OF COMMERCIAL FEDERAL CORPORATION]
October 27, 1995
Dear Fellow Stockholder:
Once again, we have good news to report. For the first quarter of fiscal
1996, Commercial Federal's momentum has continued with impressive earnings
growth, reporting net income of $11.9 million, or $.91 per share. Your
Company's record of success is continuing, and we look forward to yet another
year of increased growth and profitability. Your Board is committed to the
continued enhancement of stockholder value, and we are grateful for your
loyalty and support.
YOUR BOARD OF DIRECTORS - A TRACK RECORD OF SUCCESS
Commercial Federal's financial results and history of accomplishment on your
behalf are the products of a dedicated, independent and well-qualified Board
of Directors and our family of more than 1,200 hard-working employees. CAI
Corporation, a dissident stockholder, has tried to confuse the issues by
seeking to disparage the reputation and integrity of your Board and by trying
to detract from the substantial accomplishments of your Company and its
employees. CAI can manipulate the Company's financial data in an effort to
obtain your vote, but it cannot cloud the stellar stock performance of your
Company, as the graph below makes clear. You be the judge.
COMPARISON OF CUMULATIVE TOTAL RETURN JUNE 30, 1990 THROUGH JUNE 30, 1995
[PERFORMANCE CHART APPEARS HERE]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------------
6/90 6/91 6/92 6/93 6/94 6/95
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Commercial Federal Corporation.................... 100 173 386 955 855 991
Peer Group........................................ 100 107 122 138 140 177
S & P 500......................................... 100 78 86 88 92 107
</TABLE>
<PAGE>
Under the leadership of your current Board, Commercial Federal has
successfully guided your Company through a time of unprecedented crisis for
the entire thrift industry, has established an exemplary record of success,
and, as our 1995 Annual Report makes clear, has charted a sound course for
future growth and profitability. CAI's nominees can only impair the
combination of business expertise, experience and independence that defines
your Board.
MAXIMIZING STOCKHOLDER VALUE
CAI Corporation has embarked on a campaign seeking the sale of your Company
in the name of "maximizing stockholder value." We fail to see how limiting the
Company's options for enhancing stockholder value will achieve this objective.
We do not believe your interests would be served either by hanging out a "for
sale" sign or by resting the strategic future of your Company in the hands of
persons who have limited qualifications and experience and are self-
interested. Consider carefully the following:
. WHY IMPAIR A BOARD THAT HAS AN ESTABLISHED TRACK RECORD OF SUCCESS?
Your Board has successfully implemented a strategic business plan
designed to increase profitability, position the Company for future
earnings improvement and enhance our retail franchise. Throughout two
years of meetings with the Board, CAI has failed to add anything
constructive to boardroom deliberations other than a single-minded
imperative to sell or merge your Company and an air of divisiveness.
. HOW WILL CAI CONTRIBUTE TO THE MANAGEMENT OF YOUR COMPANY? Your Board
is comprised of nine experienced and seasoned business executives and
professionals averaging eight years of service leading your Company.
CAI's nominees are financial investors who have limited
qualifications and experience, are not motivated to manage Commercial
Federal in your best interests and have no record of performance or
success, other than a lucrative investment in your Company.
. WILL CAI LOOK OUT FOR YOUR BEST INTERESTS? Your Board is independent
and has proven its dedication to serving the best interests of all
stockholders through a distinguished record of accomplishments, not
the least of which is the substantial enhancement of the stock price
of your Company. CAI's sole objective is to cash-out now (in cash or
securities) on its investment for its own corporate purposes. CAI's
interests are not aligned with those of all stockholders.
Unlike CAI, your Board is open to all options for maximizing stockholder
value and will not let self-interest or a single-minded agenda dictate the
course of your Company.
-- VOTE FOR EXPERIENCE -- VOTE FOR PERFORMANCE --
VOTE FOR YOUR BOARD OF DIRECTORS.
<PAGE>
WHO IS BEST QUALIFIED TO MAXIMIZE THE VALUE OF YOUR INVESTMENT?
Under the direction of your current Board of Directors, Commercial Federal
has achieved year-to-year record profitability resulting in exceptional stock
performance, as most recently reflected in the Company's 1995 Annual Report.
Implementation of a proven strategic business plan and the continued
evaluation of all strategic alternatives for maximizing stockholder value is a
winning formula for Commercial Federal stockholders. Consider some of your
Company's significant achievements of which your Board is particularly proud:
INCOME FROM CORE OPERATIONS
Increases ($ in millions) [BAR GRAPH APPEARS HERE]
STOCKHOLDERS' EQUITY
Growth ($ in millions) [BAR GRAPH APPEARS HERE]
STOCK PRICE
Appreciation [BAR GRAPH APPEARS HERE]
CAI has no similar record of performance, no proven business plan for your
Company and limited qualifications and experience. Why trust CAI to maximize
the return on YOUR investment.
PLACE YOUR TRUST WITH THOSE WHO HAVE EARNED IT--
VOTE FOR YOUR BOARD OF DIRECTORS.
<PAGE>
YOUR BOARD IS COMMITTED TO SERVING YOUR BEST INTERESTS
Your Board is, and will remain, dedicated to enhancing value for, and
serving the best interests of, all Commercial Federal stockholders, regardless
of the outcome of this proxy contest. In this regard, we stand by our record
of accomplishments.
Your Board believes that stockholder value will be maximized through the
Board's continued adherence to the Company's proven strategic business plan,
while the Board continues to review, with the advice of Merrill Lynch & Co.,
all strategic alternatives available to the Company. Your Board has served
your interests well and remains open to all options available for enhancing
stockholder value, including through possible merger, acquisition and/or other
business combination transactions. VOTE IN YOUR BEST INTERESTS BY SIGNING,
DATING AND MAILING THE WHITE PROXY CARD TODAY.
------------------
A VOTE FOR YOUR BOARD IS A VOTE FOR THE CONTINUED LEADERSHIP OF COMMERCIAL
FEDERAL BY AN EXPERIENCED, WELL-QUALIFIED AND INDEPENDENT BOARD OF DIRECTORS
DEDICATED TO THE INTERESTS OF ALL STOCKHOLDERS.
A VOTE FOR YOUR BOARD IS A VOTE FOR A WINNING FORMULA FOR SUCCESS.
PLEASE SUPPORT YOUR EXISTING BOARD OF DIRECTORS BY SIGNING, DATING AND
PROMPTLY MAILING THE ENCLOSED WHITE PROXY CARD.
Thank you again for your continued loyalty and support.
On behalf of your Board of Directors.
Sincerely,
/s/ William A. Fitzgerald
William A. Fitzgerald
- ---------------------------------IMPORTANT-------------------------------------
Your vote is important. Regardless of the number of shares of Commercial
Federal Common Stock you own, please vote as recommended by your Board of
Directors by signing, dating and mailing your WHITE proxy card. Please act
today.
If you own shares in the name of a brokerage firm, only your broker can
vote your shares on your behalf and only after receiving your specific
instructions. Please call your broker and instruct him/her to execute a
WHITE proxy card on your behalf. You should also promptly sign, date and
mail your WHITE proxy card when you receive it from your broker. Please do
so for each separate account you maintain. You should return your WHITE
proxy card immediately to ensure that your vote is counted.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES,
PLEASE CALL D. F. KING & CO., INC., WHICH IS ASSISTING US, TOLL-FREE AT 1-
800-714-3310.
- -------------------------------------------------------------------------------
