<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c)
or Subsection 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
COMMERCIAL FEDERAL CORPORATION
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1. Amount previously paid:
____________________________________________
2. Form, Schedule or Registration Statement no.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________<PAGE>
<PAGE>
[COMMERCIAL FEDERAL CORPORATION LETTERHEAD]
October 16, 1998
ANNUAL MEETING
NOVEMBER 17, 1998
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Commercial Federal Corporation (the
"Corporation") to be held on Tuesday, November 17, 1998, at
10:00 a.m. at the Holiday Inn Central Convention Centre, 3321
South 72nd Street, "Holiday C" Meeting Room, Omaha, Nebraska.
Your Board of Directors and Management look forward to greeting
personally those stockholders able to attend.
At this meeting, as set forth in the accompanying Notice
of Annual Meeting and Proxy Statement, stockholders will be
asked to consider and act upon the election of four directors
for three-year terms. During the meeting, we will also report
on the operations of the Corporation and its principal
subsidiary, Commercial Federal Bank, a Federal Savings Bank.
Directors and officers of the Corporation will be present to
respond to any questions you may have.
Your vote is important, regardless of the number of shares
you own. We urge you to sign, date and mail the enclosed proxy
as soon as possible, even if you currently plan to attend the
annual meeting. This will not prevent you from voting in
person, but will assure that your vote is counted if you are
unable to attend the meeting.
On behalf of your Board of Directors, thank you for your
continued support.
Sincerely,
/s/ William A. Fitzgerald /s/ James A. Laphen
William A. Fitzgerald James A. Laphen
Chairman of the Board and President and
Chief Executive Officer Chief Operating Officer
<PAGE>
<PAGE>
_________________________________________________________________
COMMERCIAL FEDERAL CORPORATION
2120 SOUTH 72ND STREET
OMAHA, NEBRASKA 68124
(402) 554-9200
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 17, 1998
_________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Meeting") of Commercial Federal Corporation
(the "Corporation") will be held at the Holiday Inn Central
Convention Centre, 3321 South 72nd Street, "Holiday C" Meeting
Room, Omaha, Nebraska, on Tuesday, November 17, 1998, at 10:00
a.m.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of four directors for three-year
terms; and
2. Such other matters as may properly come before
the Meeting or any adjournments or
postponements thereof.
NOTE: The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on the foregoing matters at the
Meeting on the date specified above or on any date or dates to
which, by original or later adjournment or postponement, the
Meeting may be adjourned or postponed. Pursuant to the Bylaws
of the Corporation, the Board of Directors has fixed the close
of business on October 5, 1998, as the record date for
determination of the stockholders entitled to notice of and to
vote at the Meeting and any adjournments or postponements
thereof.
You are requested to sign and date the enclosed form of
proxy which is solicited by the Board of Directors and to mail
it promptly in the enclosed postage-paid envelope. The proxy
will not be used if you attend and vote at the Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary L. Matter
GARY L. MATTER
SECRETARY
Omaha, Nebraska
October 16, 1998
<PAGE>
<PAGE>
_________________________________________________________________
PROXY STATEMENT
OF
COMMERCIAL FEDERAL CORPORATION
2120 SOUTH 72ND STREET
OMAHA, NEBRASKA 68124
(402) 554-9200
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 17, 1998
_________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement and the enclosed Proxy Card are
furnished in connection with the solicitation of proxies by the
Board of Directors of Commercial Federal Corporation (the
"Corporation"), to be used at the Annual Meeting of Stockholders
of the Corporation and at any adjournments or postponements
thereof (the "Meeting") which will be held at the Holiday Inn
Central Convention Centre, 3321 South 72nd Street, "Holiday C"
Meeting Room, Omaha, Nebraska, on Tuesday, November 17, 1998, at
10:00 a.m. The accompanying Notice of Annual Meeting, this
Proxy Statement and the Proxy Card are being first mailed to
stockholders on or about October 16, 1998.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
The close of business on October 5, 1998, has been fixed
as the record date for the determination of stockholders
entitled to notice of and to vote at the Meeting. At that date,
the Corporation had outstanding 60,392,455 shares of common
stock, par value $.01 per share (the "Common Stock"). Holders
of Common Stock are entitled to one vote per share for the
election of directors, subject to the right to cumulate votes as
described below, and upon all matters on which stockholders are
entitled to vote.
Proxies solicited by the Board of Directors of the
Corporation which are properly executed and returned to the
Corporation will be voted at the Meeting, and any adjournments
or postponements thereof, in accordance with the directions
given thereon. Executed proxies on which no directions are
indicated will be voted FOR the election of the nominees named
herein. If any other matters are properly brought before the
Meeting, the proxies solicited by the Board of Directors will be
voted on such matters as determined by a majority of the Board.
Other than the election of directors, the Board of Directors is
not currently aware of any other matters to be brought before
the Meeting.
The presence in person or by proxy of the holders of a
majority of the outstanding shares of Common Stock entitled to
vote at the Meeting is necessary to constitute a quorum thereat.
If a quorum is not present or represented by proxy, the
stockholders entitled to vote, present or represented by proxy,
have the power to adjourn the Meeting from time to time, without
notice other than an announcement at the Meeting, until a quorum
is present or represented. Assuming a quorum is present, under
Nebraska law directors shall be elected by a plurality of votes
cast by stockholders at the Meeting (abstention and broker non-
votes not being considered in determining the outcome of the
election).
Pursuant to the Bylaws of the Corporation and Nebraska
law, every stockholder entitled to vote for the election of
directors has the right to vote the number of shares owned
thereby for as many persons as there are directors to be
elected, or to cumulate votes by multiplying the number of
shares held by such stockholder by the number of directors to be
elected and to cast such votes for one director or distribute
them among any number of candidates. Unless otherwise indicated
by the stockholder, a vote FOR the Board of Directors' nominees
on the accompanying Proxy Card will give the proxies named
therein discretionary authority to cumulate all votes to which
the stockholder is entitled and to allocate such votes in favor
of one or more of the Board's nominees, as the proxies may
determine. Additionally,
<PAGE>
<PAGE>
executed proxies will confer discretionary authority on the
proxies named therein to vote with respect to the election of any
person recommended by the Board of Directors as a director where
the nominee is unable to serve or for good cause will not serve
(an event not now anticipated).
Execution of a Proxy Card will not affect your right to
attend the Meeting and to vote in person. A stockholder
executing a proxy may revoke such proxy at any time before it is
voted by (i) filing a written notice of revocation with the
Secretary of the Corporation at the address provided above, (ii)
filing a duly executed proxy bearing a later date, or (iii)
attending and voting in person at the Meeting. Attendance at
the Meeting without voting thereat will not revoke a proxy
previously executed and duly submitted by you.
________________________________________________________________
STOCK SPLIT
________________________________________________________________
On December 15, 1997, the Corporation effected a three for
two split on the Common Stock. All per share data included in
this Proxy Statement has been adjusted to reflect such stock
split.
________________________________________________________________
PRINCIPAL STOCKHOLDERS
________________________________________________________________
Persons and groups owning in excess of 5.0% of the Common
Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Based upon such reports, and
certain other available information, the following table sets
forth, as of October 5, 1998, certain information as to the
Common Stock beneficially owned by each of the executive
officers listed in the Summary Compensation Table on page 10 and
by all executive officers and directors of the Corporation as a
group. As of October 5, 1998, there were no stockholders owning
in excess of 5.0% of the Corporation's outstanding shares of
Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
BENEFICIAL COMMON STOCK
BENEFICIAL OWNER OWNERSHIP (1) OUTSTANDING
- ---------------- ------------ -----------
<S> <C> <C>
William A. Fitzgerald 755,781 (2) 1.25%
James A. Laphen 278,267 (2) .46%
Gary L. Matter 73,018 (2) .12%
Joy J. Narzisi 60,649 (2) .10%
Jon W. Stephenson 33,891 (2) .06%
All Executive Officers and Directors
as a Group (17 persons) 4,136,783 (2) 6.82%
<FN>
_________
(1) As to ownership of shares by executive officers and directors, includes
certain shares of Common Stock owned by businesses in which the director
or executive officer is an officer or major stockholder, or by spouses or
as a custodian or trustee for minor children, over which shares the named
individual or all executive officers and directors as a group effectively
exercise sole or shared voting and investment power, unless otherwise
indicated.
(2) Includes 425,097, 139,795, 31,298, 38,024, 27,811 and 887,116 shares,
respectively, which Messrs. Fitzgerald, Laphen, Matter, Ms. Narzisi and
Mr. Stephenson and all executive officers and directors as a group have
the right to purchase pursuant to the exercise of stock options, as well
as stock held in retirement accounts or funds for the benefit of the
named individuals or group.
</FN>
</TABLE>
2<PAGE>
<PAGE>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Corporation's Board of Directors is composed of ten
members. The Corporation's Articles of Incorporation provide
that directors are to be elected for terms of three years,
approximately one-third of whom are to be elected annually.
Four directors will be elected at the Meeting to serve three-
year terms, or until their respective successors have been
elected and qualified. The Corporation's Board of Directors has
nominated William A. Fitzgerald, Robert D. Taylor, Aldo J. Tesi
and W. A. Krause for these seats, all of whom are currently
members of the Board.
If any nominee is unable to serve, the shares represented
by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this
time, the Board knows of no reason why any nominee might be
unavailable to serve.
The Board of Directors intends to vote all of the shares
for which it is given proxies, to the extent permitted
thereunder, FOR the election of the Board's nominees and intends
to cumulate votes so as to maximize the number of such nominees
elected to serve as directors of the Corporation.
The following table sets forth the names of the Board's
nominees for election as directors and of those directors who
will continue to serve as such after the Meeting. Also set
forth is certain other information with respect to each person's
age, the year he became a director, the expiration of his term
as a director, and the number and percentage of shares of Common
Stock beneficially owned at October 5, 1998. At present, each
director of the Corporation is also a member of the Board of
Directors of the Corporation's wholly owned subsidiary,
Commercial Federal Bank, a Federal Savings Bank (the "Bank").
The Board of Directors of the Bank is elected by the Corporation
as the sole stockholder of the Bank. The selection of nominees
for the election of directors of the Bank is within the
discretion of the Board of Directors and director nominees for
the Bank are selected by a majority vote of the Board of
Directors.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
YEAR FIRST BENEFICIALLY
AGE AT ELECTED OR CURRENT OWNED AT
OCTOBER 5, APPOINTED TERM OCTOBER 5, PERCENT
NAME 1998 DIRECTOR TO EXPIRE 1998 (1) OF CLASS
---- ---------- -------- --------- ------------ --------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
<S> <C> <C> <C> <C> <C>
William A. Fitzgerald 60 1984 1998 755,781 (3) 1.25%
Robert D. Taylor 51 1996 1998 92,617 (4) .15%
Aldo J. Tesi 47 1996 1998 10,301 (4) .02%
W. A. Krause 63 1998 (2) 1998 2,153,579 (5) 3.57%
DIRECTORS CONTINUING IN OFFICE
Robert F. Krohn 65 1984 1999 176,923 (4) .29%
Robert S. Milligan 53 1987 1999 23,047 (4) .04%
Michael P. Glinsky 53 1997 1999 6,046 (5) .01%
Talton K. Anderson 61 1991 2000 58,193 (4) .10%
Carl G. Mammel 65 1991 2000 128,318 (4) .21%
James P. O'Donnell 50 1991 2000 17,454 (4) .03%
<FN>
___________
(1) Includes certain shares of Common Stock owned by businesses in which the
director is an officer or major stockholder or by a spouse, or as a
custodian or trustee for minor children, over which shares the named
individual effectively exercises sole or shared voting and investment
power, unless otherwise indicated. Also includes shares held in
retirement accounts or funds for the benefit of the named individuals.
(2) Mr. Krause was appointed to the Board of Directors in February 1998.
Under Nebraska law, newly appointed directors are required to stand for
election at the next annual meeting of stockholders.
(3) Includes 253,283 shares which may be purchased pursuant to the exercise
of stock options.
(4) Includes 9,500 shares which may be purchased pursuant to the exercise of
stock options.
(5) Includes 5,000 shares which may be purchased pursuant to the exercise of
stock options.
</FN>
</TABLE>
3<PAGE>
<PAGE>
The principal occupation of each director of the
Corporation for the last five years is set forth below.
WILLIAM A. FITZGERALD -- Chairman of the Board and Chief
Executive Officer of the Corporation and the Bank.
ROBERT D. TAYLOR -- Owner and President of Taylor
Financial, based in Wichita, Kansas, a consulting and investment
firm and Executive Vice President and Interim Chief Executive
Officer of Executive Aircraft Corporation. From December 31,
1990, to October 2, 1995, Mr. Taylor served as Chairman of the
Board of Directors and Chief Executive Officer of Railroad
Financial Corporation and its wholly owned subsidiary, Railroad
Savings Bank, F.S.B. Railroad Financial Corporation was
acquired by the Corporation effective October 2, 1995.
ALDO J. TESI -- Group President of First Data Card
Enterprise Group since 1996. Prior to this position, Mr. Tesi
was President of First Data Resources for six years. First
Data is the leading third-party provider of credit, debit,
private label and commercial card processing services.
W. A. KRAUSE -- Chairman of the Board and Chief Executive
Officer of Krause Gentle Corporation. From its inception to
February 13, 1998, Mr. Krause served as Chairman of the Board
and Chief Executive Officer of Liberty Financial Corporation.
Liberty Financial Corporation and its eight banking subsidiaries
were acquired by the Corporation effective February 13, 1998.
ROBERT F. KROHN -- Chairman and Chief Executive Officer
of PSI Group, Inc., a national mail presort company. Mr.
Krohn is the former President and Chief Executive Officer of
HDR, Inc., an international architecture, planning and
engineering firm. Mr. Krohn served as Chairman of the Board of
the Corporation and the Bank from 1990 through 1994.
ROBERT S. MILLIGAN -- Chairman of the Board and Chief
Executive Officer of MI Industries, a protein processing company
headquartered in Lincoln, Nebraska, which produces products for
pharmaceutical, biological and research markets throughout the
world.
MICHAEL P. GLINSKY -- Retired Executive Vice President and
Chief Financial Officer of U S WEST, Inc., an international
telecommunications, entertainment and directory and information
services company. Mr. Glinsky served as managing partner of the
Denver office of Coopers & Lybrand from 1990 to 1996 and had
served in various other capacities with that firm since 1967.
TALTON K. ANDERSON -- Owner and President of three
automobile dealerships in Omaha, Nebraska, as well as one in
Lincoln, Nebraska. Mr. Anderson is also the President of a
Nebraska-based automobile leasing company and a reinsurance
company.
CARL G. MAMMEL -- Chairman of the Board of Mammel &
Associates, a consulting firm providing services in executive
benefits, employee benefits planning and wealth transfer
planning. Mr. Mammel is also Chairman of the Board of
M Financial Corporation, a network of financial service firms
throughout the United States.
JAMES P. O'DONNELL -- Executive Vice President, Chief
Financial Officer and Corporate Secretary of ConAgra, Inc., an
Omaha, Nebraska-based international diversified food company
with annual sales of approximately $24 billion.
4<PAGE>
<PAGE>
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Board of Directors conducts its business through
meetings of the Board and through its committees, which permits
the Board to more efficiently discharge its duties. During the
fiscal year ended June 30, 1998, the Board of Directors held
nine meetings. No director attended fewer than 75% of the
total meetings of the Board of Directors and committees on which
such directors were members during the periods which such
directors served, except for Mr. Aldo Tesi who attended 11 of
the 16 meetings.
The Corporation's audit committee is currently comprised
entirely of non-employee Directors Glinsky, Krohn (Chairman),
O'Donnell and Tesi. Sharon G. Marvin, a director of the Bank,
also serves as an ex-officio member of the audit committee.
This committee's function is to approve the outside accounting
firm for use by the Corporation and Bank and to review
regulatory examination reports. This committee conducts its
business through the Bank's audit committee and serves as the
liaison with the Bank's internal audit department. The audit
committee meets quarterly or on an as needed basis. During the
fiscal year ended June 30, 1998, the audit committee met five
times.
The Corporation's compensation and stock option committee
is currently comprised entirely of non-employee Directors
Anderson, Mammel, O'Donnell (Chairman) and Tesi. This committee
is responsible for developing the Corporation's executive
compensation policies generally, and for implementing those
policies for the Corporation's executive officers and the Bank's
senior executive officers (the Chairman of the Board and Chief
Executive Officer of the Corporation and the Bank and the
President and Chief Operating Officer of the Corporation and the
Bank). See "Executive Compensation -- Compensation and Stock
Option Committee Report on Executive Compensation." The
compensation committee met two times during the fiscal year
ended June 30, 1998.
The Corporation's full Board of Directors currently acts
as a nominating committee for the annual selection of its
nominees for election as directors. While the Board of
Directors will consider nominees recommended by stockholders, it
has not actively solicited recommendations from the
Corporation's stockholders for nominees nor, subject to the
procedural requirements set forth in the Corporation's Articles
of Incorporation and Bylaws, are there any formal procedures for
this purpose. The Board of Directors held two meetings in its
capacity as nominating committee during fiscal year 1998.
The Corporation's finance committee is currently comprised
of Directors Anderson, Fitzgerald, Krause, Mammel (Chairman),
Milligan and Taylor. Michael T. O'Neil, a director of the Bank,
also serves as an ex-officio member. This Committee met four
times during the 1998 fiscal year. This committee is
responsible for monitoring the Corporation's asset/liability and
risk management strategies.
The Corporation's executive committee is comprised of
Directors Anderson, Fitzgerald (Chairman), Krohn and O'Donnell.
This committee transacts necessary business between Board
meetings and met six times during the fiscal year ended June 30,
1998.
________________________________________________________________
EXECUTIVE COMPENSATION
________________________________________________________________
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
Overview and Objectives
Composed exclusively of outside directors, Talton K.
Anderson, Carl G. Mammel, James P. O'Donnell (Chairman) and Aldo
J. Tesi, the Compensation and Stock Option Committee (the
"Committee") of the Board of Directors establishes the
Corporation's and the Bank's executive compensation policies.
The Committee is responsible for developing the Corporation's
and the Bank's executive compensation policies generally, and
for implementing those
5<PAGE>
<PAGE>
policies for the Corporation's executive officers and the Bank's
senior executive officers (the Chairman of the Board and Chief
Executive Officer of the Corporation and the Bank and the
President and Chief Operating Officer of the Corporation and the
Bank). The Chief Executive Officer of the Bank, under the
direction and pursuant to the policies of the Committee,
implements the executive compensation policies for the remainder
of the Bank's executive officers. The Corporation established
structured compensation guidelines recommended by an outside
professional consulting firm in fiscal year 1994. In fiscal
year 1998, the Corporation requested an update to ensure the
guidelines were relevant to the growth and changes the
Corporation experienced during that year. The Corporation
completed a very unusual year, marked by many milestones. The
Corporation has grown significantly in recent years and
successfully completed four major acquisitions in fiscal year
1998 with three more in progress. In addition, the Corporation
has added a significant commercial lending capability to its
portfolio, community banking operations, trust services and a
unique supermarket franchise. While the Corporation experienced
this impressive growth, the Corporation has maintained its
current year performance. Organizations that experience
extraordinary growth place unusual demand on senior management,
as well as employees at all levels. The Committee believes that
all of these factors will create additional value for the
Corporation's shareholders in the future. In consideration of
these accomplishments, a one-time restricted stock award in the
total amount of 2,950 shares was granted for some of the senior
management. Furthermore, employees were recognized for their
additional efforts over the past year with a one-time award of
50 stock options for full-time employees and 25 stock options
for part-time employees, for a total grant of 85,350 options.
The Committee's overall objectives in designing and
administering the specific elements of the Corporation's and the
Bank's executive compensation program are as follows:
. to align executive compensation to increases in
shareholder value, as measured by favorable
long-term operating results and continued
strengthening of the Corporation's financial
condition;
. to provide incentives for executive officers to work
towards achieving successful annual results as a
step in fulfilling the Corporation's long-term
operating results and strategic objectives;
. to link, as closely as possible, executive officers'
receipt of incentive awards with the attainment of
specified performance objectives;
. to maintain a competitive mix of total executive
compensation with particular emphasis on awards
directly related to increases in long-term
shareholder value; and
. to attract, retain and motivate top performing
executive officers in a cost effective manner for
the long-term success of the Corporation.
As it is in the best interests of the shareholders for the
Corporation to encourage ownership of stock by management, the
Stock Option Committee recently approved a resolution which
establishes the following guidelines on stock ownership which
will phase-in over a three year period. The Committee feels
such guidelines will enhance employee performance to the
Corporation's mission.
Chief Executive Officer: 5 times annual salary
Chief Operating Officer: 5 times annual salary
Executive Vice Presidents: 3 times annual salary
In furtherance of the above objectives, the Corporation's
executive compensation program for fiscal year 1998 consisted of
the following components.
. BASE SALARY. The Committee makes recommendations to
the Board concerning executive compensation on the basis of
regional and national surveys of salaries paid to executive
officers of other savings and
6<PAGE>
<PAGE>
loan holding companies, non-diversified banks and other
financial institutions similar to the Corporation in size,
market capitalization and other characteristics. The
Committee's objective is to provide base salaries that are
reasonably competitive with the average salary paid by the
Corporation's peers as identified in such surveys.
. EXECUTIVE INCENTIVE PLAN. The Corporation
maintains an Executive Incentive Plan which provides for annual
incentive compensation based on achieving a combination of
Corporation and individual performance objectives. Under this
plan, the Committee establishes challenging corporate
objectives, such as a targeted level of annual net income, at
the beginning of the fiscal year. If the Corporation meets such
objectives, an amount equal to 4.5% of net income is set aside
for payment to executive officers (defined for this purpose as
the Bank's Chief Executive and Chief Operating Officers,
Executive, Senior, and First Vice Presidents and such other
officers as are designated by the Committee for any fiscal year)
as short-term and long-term compensation. If the Corporation
meets less than a designated percentage (85% for fiscal year
1998) of the performance objectives established for a fiscal
year, no funds are made available for awards under this plan for
such fiscal year. If the Corporation meets between designated
percentages (between 85% and 100% for fiscal year 1998) of the
specified objectives, an amount between 2.25% and 4.5% of net
income is set aside. During fiscal year 1998, cash compensation
under the short-term portion of the plan was limited to 44.435%
of the Chief Executive Officer's and Chief Operating Officer's
salaries and 6.7875% to 36.29% of the remaining executive
officers' salaries. The remaining dollars in the pool were
allocated to long-term compensation awards in the form of
restricted stock not to exceed 44.435% of the Chief Executive
Officer's and Chief Operating Officer's salaries and 6.7875% to
36.29% of the remaining executive officers' salaries. The
excess was allocated to assist with a key manager cash incentive
plan and the balance reverted back to the Corporation. Non-
incentive and incentive stock options in the amount of 580,700
shares (1.25% of outstanding shares) were awarded to executives
and key managers upon achievement of satisfactory performance
goals. (See the Summary Compensation Table on page 10.)
Corporate performance is evaluated without reference to non-
recurring or extraordinary items affecting operating results.
The plan provides that following allocations of cash
bonuses as provided above, the Committee shall inform the
Corporation's Stock Option Committee (the "Stock Option
Committee") of such allocations. Pursuant to a policy adopted
in June 1993 and subsequently amended and restated by the Stock
Option Committee, whose members are all outside directors, the
Stock Option Committee determines, in its discretion, whether,
to whom and in what amounts restricted stock and/or non-
incentive stock options will be awarded for any fiscal year.
Shares of restricted stock awarded under this policy generally
vest over five years, assuming the individual's continued
service with the Corporation or the Bank, thus helping to retain
qualified executives. The vesting of the stock options awarded
under this policy is determined by the Stock Option Committee at
the time of the award. This policy may be amended or terminated
at any time by action of the Committee.
An individual's eligibility for receiving awards under the
Executive Incentive Plan, and the size of his or her awards, is
dependent on the extent to which he or she achieves certain
individualized performance objectives established at the
beginning of the fiscal year. These objectives vary on the
basis of the individual officer's position with the Corporation
and/or the Bank, and relate both to the officer's individual
performance and the Corporation's corporate performance.
The Committee believes this plan provides a direct link
between the value created for the Corporation's shareholders and
the compensation paid to executive officers. As previously
mentioned, executive officers are not eligible to receive any
compensation under this plan for a given fiscal year unless the
Corporation's net income for that year exceeds 85% of a
predetermined goal. The distribution of awards under the plan
is determined by the relative success of individual executive
officers in meeting specified performance objectives.
Fulfillment of these objectives promotes both the short- and the
long-term success of the Corporation and is in the best
interests of all the shareholders. During fiscal year 1998,
executive officers received awards in the form of cash bonuses
under the short-term portion of the plan and restricted stock
awards pursuant to the long-term portion of the plan.
Additionally, stock options were awarded at the discretion of
the Stock Option Committee. The vesting schedules of options
awarded to the executive
7<PAGE>
<PAGE>
officers vary and are described below. Additional restricted
stock (2,950 shares) was awarded to eight senior executives at
the discretion of the Stock Option Committee.
1984 AND 1996 STOCK OPTION AND INCENTIVE PLANS. The
Corporation maintains the 1984 Stock Option and Incentive Plan,
as Amended and Restated, and the 1996 Stock Option and Incentive
Plan (collectively, the "Option Plans") as a means of providing
key employees the opportunity to acquire a proprietary interest
in the Corporation and to align their interests with those of
the Corporation's stockholders. Under each plan, participants
are eligible to receive stock options, stock appreciation rights
("SARs") or shares of restricted stock. Awards under the Option
Plans are subject to vesting and forfeiture as determined by the
Committee. Options and SARs are generally granted at the market
value of the Common Stock on the date of grant. Thus, such
awards acquire value only if the Corporation's stock price
increases. Under the 1996 plan, the Stock Option Committee may,
at the election of a director or employee selected by the Stock
Option Committee, permit such individual to receive stock
options in lieu of cash compensation. The exercise price of
such stock options will be discounted below the market value of
the underlying Common Stock, such that the aggregate discount on
the exercise price of the stock options is equal to the
compensation foregone by the individual. Restricted stock is
granted at no cost. See "Option Grants Table" and "Directors'
Compensation" for fiscal year 1998 awards under the Option
Plans.
Pursuant to the Option Plans, during fiscal year 1998 the
Stock Option Committee awarded restricted stock limited to
44.435% of the Chief Executive Officer's and Chief Operating
Officer's salaries and 6.7875% to 36.29% of the remaining
executive officers' salaries for an aggregate of 36,544 shares
of restricted stock. Effective May 13, 1998, non-incentive
stock options to purchase an aggregate of 285,458 shares were
granted to the senior executive officers and other executive
officers of the Corporation and the Bank, and incentive stock
options to purchase an aggregate of 130,242 shares were granted
to the senior executive officers and other executive officers of
the Corporation and the Bank. Most of these options vest over a
two-year period.
The Committee believes that the Option Plans align
shareholders', officers' and employees' interests and help to
retain and motivate executive officers to improve long-term
shareholder value.
Compensation of the Chief Executive Officer
The Committee determines the Chief Executive Officer's
compensation on the basis of several factors. In determining
Mr. Fitzgerald's base salary for fiscal year 1998, the Committee
conducted surveys of compensation paid to chief executive
officers of similarly situated thrifts and non-diversified banks
both regionally and nationally. Mr. Fitzgerald received both
short- and long-term compensation under the Executive Incentive
Compensation Program in fiscal year 1998 based on his
achievement of objectives established by the Committee in the
following areas:
. Return on Average Assets
. Core Profitability
. Leadership Inside and Outside the Corporation
. Capital Compliance and Regulatory Guidelines
Mr. Fitzgerald achieved his performance objectives in
these areas during fiscal year 1998. Accordingly, he received a
cash bonus under the short-term portion of the Plan equal to
44.435% of his annual salary. Pursuant to the policy of the
Stock Option Committee effective for fiscal year 1998, Mr.
Fitzgerald received 6,702 shares of restricted stock (44.435% of
Mr. Fitzgerald's salary) with a value of $211,951. Also,
effective May 13, 1998, Mr. Fitzgerald received incentive stock
options to purchase 8,781 shares of Common Stock at an exercise
price of $34.16 per share, which vest in increments of 33.33% on
the date of grant and 33.33% on the next two anniversaries of
the date of grant. In addition to incentive stock options, Mr.
Fitzgerald received non-incentive stock options to purchase
141,219 shares of Common Stock at an exercise price of $34.16
per share, which vest 82.9% on the date of grant and 8.55% on
the next two anniversaries of the date of grant.
8<PAGE>
<PAGE>
The Committee believes that the Corporation's executive
compensation program serves the Corporation and all of its
shareholders by providing a direct link between the interests of
executive officers and those of shareholders generally, and by
helping to attract and retain qualified executive officers who
are dedicated to the long-term success of the Corporation.
COMPENSATION AND STOCK OPTION COMMITTEE
Talton K. Anderson
Carl G. Mammel
James P. O'Donnell, Chairman
Aldo J. Tesi
9<PAGE>
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash
compensation for each of the last three fiscal years awarded to
or earned by (i) the Chief Executive Officer, and (ii) the four
highest paid executive officers of the Corporation and the Bank
whose salary and bonus earned in fiscal year 1998 exceeded
$100,000 for services rendered in all capacities to the
Corporation and its subsidiaries.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
-----------------------
ANNUAL COMPENSATION(1) RESTRICTED SECURITIES
NAME AND PRINCIPAL --------------------- STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS AWARDS(2) OPTIONS(3) COMPENSATION(4)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William A. Fitzgerald 1998 $477,000 $211,955 $256,226 150,000 $38,160
Chairman and Chief Executive 1997 446,250 203,046 203,046 45,000 35,700
Officer of the Corporation and 1996 425,000 425,000 12,737 45,000 34,000
the Bank
James A. Laphen 1998 353,000 156,856 164,766 55,000 28,240
President and Chief Operating 1997 330,000 150,150 150,150 33,750 26,400
Officer of the Corporation and 1996 300,000 300,000 8,989 33,750 24,000
the Bank
Gary L. Matter 1998 177,000 68,951 77,639 25,800 14,160
Senior Vice President, 1997 161,333 60,310 60,310 8,700 12,906
Controller and Secretary 1996 151,983 122,400 3,060 10,088 12,159
of the Corporation, Executive
Vice President, Controller
and Secretary of the Bank
Joy J. Narzisi 1998 146,500 58,064 64,388 20,100 11,719
Senior Vice President and 1997 121,667 48,100 48,100 7,800 9,733
Treasurer of the Corporation, 1996 108,887 88,000 2,219 7,253 8,711
Executive Vice President
and Treasurer of the Bank
Jon W. Stephenson 1998 133,750 50,806 50,806 8,600 10,699
Executive Vice President of 1997 116,083 46,250 46,250 7,800 9,287
the Bank 1996 105,965 84,800 2,104 6,989 8,477
<FN>
___________
(1) Does not include certain perquisite and other personal benefits which do not exceed the lesser
of $50,000 or 10.0% of the individual's salary and bonus.
(2) Represents awards under the policy of the Stock Option Committee adopted in conjunction with the
Corporation's Executive Incentive Plan. See "Compensation and Stock Option Committee Report on
Executive Compensation -- Overview and Objectives." Restricted stock granted in fiscal years
1996, 1997 and 1998 vests over a period of five years, at a rate of 20.0% per year, assuming
continued service with the Corporation. As of June 30, 1998, the number and value, based on the
closing sales price of the Common Stock of $31.625 at June 30, 1998, of the unvested restricted
stock holdings for Messrs. Fitzgerald, Laphen, Matter, Ms. Narzisi and Mr. Stephenson, were
26,326 shares (value of $832,560), 17,738 shares (value of $560,964), 8,015 shares (value of
$253,474), 6,063 shares (value of $191,742) and 4,173 shares (value of $131,971), respectively.
Dividends are payable on these shares if and to the extent paid on the Common Stock generally.
Upon a change in control of the Corporation, all restrictions on the restricted stock
immediately lapse.
(3) Non-incentive stock options awarded in fiscal year 1998 vest 100% on date of grant for Mr.
Matter, Ms. Narzisi and Mr. Stephenson and vest over two years for Messrs. Fitzgerald and
Laphen. Incentive stock options awarded to Messrs. Fitzgerald, Laphen, Matter, Ms. Narzisi and
Mr. Stephenson vest in varying increments over two years.
(4) Includes net contributions to the Bank's 401(k) Plan on behalf of each of the named executive
officers to match elective deferral contributions made by each to such plan and amounts paid
under the Bank's Supplemental Retirement Plan. Matching contributions under the Bank's 401(k)
Plan amounted to $10,000, $10,000, $10,353, $10,606 and $10,153 while the employer matching
contributions, under the Supplemental Retirement Plan benefits, were $28,160, $18,240, $3,807,
$1,113 and $546 for Messrs. Fitzgerald, Laphen, Matter, Ms. Narzisi and Mr. Stephenson,
respectively.
</FN>
</TABLE>
10<PAGE>
<PAGE>
OPTION GRANTS TABLE
The following table contains information concerning the
grant of stock options under the Corporation's Stock Option and
Incentive Plan to the Chief Executive Officer and each of the
other executive officers named in the preceding Summary
Compensation Table during the fiscal year ended June 30, 1998.
All such option grants vest over a two year period in varying
increments.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED ANNUAL
SECURITIES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR OPTION TERM
OPTIONS EMPLOYEES IN OR BASE EXPIRATION ------------------------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William A. Fitzgerald 150,000 22.52% $34.16 5/13/08 $3,222,456 $8,166,336
James A. Laphen 55,000 8.26 34.16 5/13/08 1,181,567 2,994,323
Gary L. Matter 25,800 3.87 34.16 5/13/08 554,262 1,404,610
Joy J. Narzisi 20,100 3.02 34.16 5/13/08 431,809 1,094,289
Jon W. Stephenson 8,600 1.29 34.16 5/13/08 184,754 418,203
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-
END OPTION VALUE
The following table sets forth information concerning the
exercise of options by the Chief Executive Officer and the other
named executive officers during the last fiscal year, as well as
the value of such options held by such persons at the end of the
fiscal year.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS IN-THE-MONEY
AT FISCAL OPTIONS AT
YEAR-END FISCAL YEAR-END
SHARES ACQUIRED VALUE (EXERCISABLE/ (EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE) UNEXERCISABLE)(1)
- ---- --------------- -------- -------------- -----------------
<S> <C> <C> <C> <C>
William A. Fitzgerald 224,244 $6,905,537 214,283/39,000 $1,247,424/85,095
James A. Laphen 38,700 1,199,700 114,065/17,750 922,957/63,821
Gary L. Matter 22,649 436,964 24,398/6,900 45,521/16,452
Joy J. Narzisi 19,872 487,906 32,409/5,580 343,089/14,750
Jon W. Stephenson -- -- 23,075/3,280 217,468/14,750
<FN>
____________
(1) Based on the closing sales price of the Common Stock as reported on the
New York Stock Exchange on June 30, 1998, which was $31.625.
</FN>
</TABLE>
11<PAGE>
<PAGE>
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
Set forth below is a discussion of certain employment and
change in control agreements entered into between the
Corporation and the Bank and those executive officers listed in
the Summary Compensation Table on page 10.
The agreement with William A. Fitzgerald, which became
effective in June 1995, provides for Mr. Fitzgerald's employment
as Chairman of the Board and Chief Executive Officer of the
Corporation and the Bank for a term of three years. Pursuant to
the agreement, Mr. Fitzgerald receives an annual salary and
bonus determined by agreement with the Board of Directors, but
in no event less than the rate of compensation Mr. Fitzgerald
received on June 8, 1995. The base compensation following his
election as Chairman of the Board of Directors was $385,000.
Effective June 1, 1997, the Corporation and the Bank entered
into an employment agreement with James A. Laphen, which
provides for Mr. Laphen's employment as President and Chief
Operating Officer of the Corporation and the Bank for a term of
three years. Pursuant to this agreement, Mr. Laphen receives an
annual salary and bonus determined by the agreement with the
Board of Directors, but in no event less than the rate of
compensation Mr. Laphen received on June 1, 1997. Mr. Laphen's
base compensation on June 1, 1997 was $330,000. The Boards of
Directors of the Corporation and the Bank reviewed the
employment agreements and extended the agreements for an
additional one-year period beyond the effective expiration
dates. The contracts provide for termination for cause or in
certain events specified by regulatory authorities. The
contracts are also terminable by the Bank without cause wherein
Messrs. Fitzgerald and Laphen would be entitled to receive all
compensation and benefits through the effective date of
termination, plus a severance payment equal to 36 months of base
salary. Messrs. Fitzgerald or Laphen shall be entitled to the
same benefits and severance in the event either becomes disabled
while the agreement is in effect. In the event Messrs.
Fitzgerald or Laphen dies while the agreement is in effect, his
heirs shall receive a severance payment equal to 12 months of
base salary. The agreements provide, among other things, for
Messrs. Fitzgerald's and Laphen's participation in an equitable
manner in all benefits available to executive officers of the
Corporation and the Bank, including (i) short-term and long-term
incentive compensation and deferred compensation; (ii) health,
disability, life insurance, retirement and vacation benefits;
and (iii) any benefits available under perquisite programs.
The Corporation and the Bank have also entered into change
in control agreements with Messrs. Fitzgerald, Laphen, Matter,
Ms. Narzisi and Mr. Stephenson. Under these agreements, in the
event of the executive's involuntary termination of employment
in anticipation of, or after, a change in control of the
Corporation or the Bank, other than for "cause," the executive
will be paid in equal monthly installments, the base salary and
all commissions and bonuses (including short- and long-term
incentive compensation awards and stock options granted under
the Corporation's executive incentive plan) in effect at the
time of termination for a period of 35.88 months. During this
period, the executive shall also continue to participate in any
health, disability, life insurance and perquisite plans of any
successor corporation in which such executive was entitled to
participate with the Corporation prior to the change in control.
All benefits and payments under the agreements shall be reduced,
if necessary, to the largest aggregate amount that will result
in no portion thereof being subject to federal excise tax or
being nondeductible to the Corporation and the Bank for federal
income tax purposes. Mr. Matter's, Ms. Narzisi's and Mr.
Stephenson's severance shall be reduced by amounts received by
the executive as a result of alternative employment obtained
during the period in which salary, commissions and bonuses are
payable under the change in control agreements. Further,
Messrs. Fitzgerald's and Laphen's severance payments under their
change in control agreements shall be reduced by the amount of
severance received under their employment agreements.
A "change in control" shall be deemed to have occurred
under these agreements in each of the following events: (i) at
any time a majority of the directors of the Corporation or the
Bank are not the persons for whom election proxies have been
solicited by the Boards of Directors of the Corporation and the
Bank, or persons then serving as directors appointed by such
Boards, except where such appointments are necessitated by
removal of directors; (ii) at any time 49% or more of the
outstanding stock of the Corporation or the Bank is acquired or
beneficially owned by any person or entity (excluding the
Corporation, the Bank or the executive) or any combination of
persons or entities acting in concert; or (iii) at any time the
shareholders of the Corporation or the Bank approve an agreement
to merge or consolidate the Corporation or the Bank with or into
another corporation, or to sell or otherwise dispose of all, or
12<PAGE>
<PAGE>
substantially all, of the assets of the Corporation or the Bank.
The executive shall also be entitled to receive such payment in
the event of a "constructive involuntary termination," which
under the terms of the agreements shall be deemed to have
occurred if, in anticipation of or following a change in
control, (i) the agreement or the executive's employment is
terminated, (ii) the executive's compensation is reduced,
responsibilities diminished or job title lowered, (iii) the
level of the executive's participation in incentive compensation
is reduced or eliminated, (iv) the executive's benefit coverage
or perquisites are reduced or eliminated, except to the extent
such reduction or elimination applies to all other employees, or
(v) the executive's office location is changed to a location
more than 50 miles from the location of the executive's office
at the time of the change in control.
Pursuant to the terms of a separate agreement between the
Bank and William A. Fitzgerald, in the event of Mr. Fitzgerald's
termination of employment with the Bank, Mr. Fitzgerald will be
entitled to receive in 120 equal monthly installments an amount
equal to three times his highest annual salary received from the
Bank during the five-year period ending with the close of the
fiscal year in which he attains age 65 (or, in the case of death
or disability prior to age 65, the year in which he became
disabled or died). In the event of his death before the payment
of all installments, all remaining installments shall be paid to
his designated beneficiary. In the event of the death of both
Mr. Fitzgerald and the designated beneficiary, all remaining
unpaid installments shall be paid in one lump sum payment to the
estate of the designated beneficiary. Pursuant to the terms of
the agreement, the right to receive any and all unpaid
installments will be forfeited upon the occurrence of any of the
following events (i) without the approval of the Board of
Directors, Mr. Fitzgerald has or possesses, directly or
indirectly, any interest competing with or inimical to the
interests of the Bank within an area within a 300 mile radius of
Omaha, Nebraska, or (ii) Mr. Fitzgerald engages in any activity
or conduct which, in the opinion of the Board, is inimical to
the interests of the Bank.
________________________________________________________________
DIRECTORS' COMPENSATION
________________________________________________________________
Directors receive $1,000 per month for service on the Board
of the Corporation and $1,000 per month plus $750 per meeting
attended for service on the Board of the Bank, with the
exception of William A. Fitzgerald, who does not receive
director's compensation. Board members receiving remuneration
are paid their retainer fees one-half in cash and one-half in
Common Stock. Fees for members of the committees of the
Corporation and the Bank are paid at the rate of $750 per
committee meeting attended. The chairman of the Audit
Committee, Compensation and Stock Option Committee, and the
Finance Committee each receive an additional $2,000 per year.
Pursuant to the 1996 Stock Option and Incentive Plan,
effective May 13, 1998, non-incentive stock options to purchase
an aggregate of 55,000 shares were granted to the non-employee
directors of the Corporation and the Bank.
________________________________________________________________
TRANSACTIONS WITH MANAGEMENT AND OTHERS
________________________________________________________________
The Bank offers first and second mortgages, refinance,
equity and various consumer loans to its directors, officers and
employees. Loans to executive officers and directors are made
in the ordinary course of business on substantially the same
terms and collateral, including interest rates and loan fees
charged, as those of comparable transactions prevailing at the
time and do not involve more than the normal risk of
collectibility or present other unfavorable features.
13<PAGE>
<PAGE>
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph set forth below compares the cumulative total
shareholder return on the Common Stock over the last five years
with the cumulative total return on the S&P 500 Index and an
index comprised of the top 50 publicly traded thrifts in the
United States based on total asset size over the same period.
Cumulative total return on the stock or the index equals the
total increase in value since June 30, 1993, assuming
reinvestment of all dividends paid into the stock or the index,
respectively. The graph was prepared assuming that $100 was
invested on June 30, 1993, in the Common Stock and in the
respective indices.
June 30, 1993 through June 30, 1998
Line graph appears here depicting the cumulative total
shareholder return of $100 invested in the Common Stock as
compared to $100 invested in the S&P 500 Index and an index
comprised of the top 50 publicly traded thrifts in the United
States. Line graph begins at June 30, 1993 and plots the
cumulative total return at June 30, 1994, 1995, 1996, 1997 and
1998. Plot points are provided below.
<TABLE>
<CAPTION>
Cumulative Total Return
--------------------------------------------
6/93 6/94 6/95 6/96 6/97 6/98
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Commercial Federal. . 100 89.52 103.81 147.28 216.25 289.22
Peer Group. . . . . . 100 97.03 112.43 142.25 233.50 310.39
S & P 500 . . . . . . 100 101.41 127.84 161.09 216.99 282.43
</TABLE>
14<PAGE>
<PAGE>
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Corporation's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Corporation's executive office at 2120 South
72nd Street, Omaha, Nebraska 68124, no later than June 18, 1999.
Any such proposal shall be subject to the requirements of the
proxy rules adopted under the Exchange Act.
Stockholder proposals, other than those submitted pursuant
to the Exchange Act, must be submitted in writing to the
Corporation's principal executive offices at the address given
in the preceding paragraph not less than 60 days prior to the
date of such meeting.
________________________________________________________________
INDEPENDENT AUDITORS
________________________________________________________________
The Board of Directors presently has renewed the
Corporation's arrangements with Deloitte & Touche llp to be its
auditors for the 1999 fiscal year. Deloitte & Touche llp were
the Corporation's independent auditors for the 1998 fiscal year.
Representatives of Deloitte & Touche llp are expected to be
present at the Meeting to respond to appropriate questions from
stockholders and will have the opportunity to make a statement
if they so desire.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Securities
Exchange Act of 1934, as amended, the Corporation's officers,
directors and persons who own more than 10 percent of the
outstanding Common Stock ("Insiders") are required to file
reports detailing their ownership and changes of ownership in
such Common Stock, and to furnish the Corporation with copies of
all such reports. Based solely on its review of the copies of
such reports or written representations that no such reports
were necessary that the Corporation received during the past
fiscal year or with respect to the last fiscal year, management
believes that during the fiscal year ended June 30, 1998, all of
the Corporation's Insiders complied with these reporting
requirements.
________________________________________________________________
EXPENSES OF SOLICITATION
________________________________________________________________
The cost of soliciting proxies will be borne by the
Corporation. The Corporation will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations
by mail, directors, officers and regular employees of the
Corporation may solicit proxies personally or by telegraph,
telephone or other electronic means without additional
compensation. The Corporation has retained D.F. King & Co.,
Inc., a professional proxy solicitation firm, to assist in the
solicitation of proxies by mail, personally or by telephone or
other means of communication, for a fee estimated at $5,000 plus
expenses.
________________________________________________________________
ADDITIONAL INFORMATION
________________________________________________________________
The Board of Directors is not aware of any business to
come before the Meeting other than those matters described above
in this Proxy Statement. However, if any other matters should
properly come before the Meeting, it is intended that proxies in
the accompanying form will be voted in respect thereof as
determined by a majority of the Board of Directors.
15<PAGE>
<PAGE>
The Corporation's 1998 Annual Report to Stockholders,
including financial statements, is being mailed to all
stockholders of record as of the close of business on October 5,
1998. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of
the Corporation. Such Annual Report is not to be treated as a
part of the proxy solicitation material or as having been
incorporated herein by reference.
________________________________________________________________
FORM 10-K
________________________________________________________________
A COPY OF THE CORPORATION'S FORM 10-K FOR THE FISCAL YEAR
ENDED JUNE 30, 1998 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS
OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY,
COMMERCIAL FEDERAL CORPORATION, 2120 SOUTH 72ND STREET, OMAHA,
NEBRASKA 68124.
________________________________________________________________
________________________________________________________________
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary L. Matter
GARY L. MATTER
SECRETARY
Omaha, Nebraska
October 16, 1998
16<PAGE>
<PAGE>
[FORM OF PROXY CARD]
COMMERCIAL FEDERAL CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
NOVEMBER 17, 1998 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Talton K. Anderson,
Michael P. Glinsky and Robert F. Krohn, and each of them, with
full power of substitution, as attorneys in fact, agents and
proxies for the undersigned to vote all of the shares of
Common Stock, par value $.01 per share, of COMMERCIAL FEDERAL
CORPORATION (the "Corporation") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be
held at the Holiday Inn Central Convention Centre, 3321 South
72nd Street, "Holiday C" Meeting Room, Omaha, Nebraska on
Tuesday, November 17, 1998 at 10:00 a.m., local time, and at any
and all adjournments or postponements thereof (the "Meeting") as
indicated below and as directed by the Board of Directors, with
respect to such other matters as may properly come before the
Meeting.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO
DIRECTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY "FOR" PROPOSAL I. IF OTHER MATTERS ARE
PROPERLY BROUGHT BEFORE THE MEETING, THIS PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY AS DIRECTED BY A MAJORITY OF THE BOARD
OF DIRECTORS. There is cumulative voting in the election of
directors and, unless otherwise indicated by the stockholder, a
vote for the nominees listed in Proposal I will give the proxies
discretionary authority to cumulate all votes to which the
undersigned is entitled and to allocate such votes in favor of
one or more of such nominees, as the proxies may determine.
THE UNDERSIGNED HEREBY REVOKES ANY PREVIOUS PROXIES WITH
RESPECT TO THE MATTERS COVERED BY THIS PROXY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL I
I. The election as directors of all nominees listed below
(except as marked to the contrary):
For terms to expire in 2001 -
William A. Fitzgerald
Robert D. Taylor
Aldo J. Tesi
W. A. Krause
[ ] FOR [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
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.
_____________________________________
Please sign exactly as your name
appears on this card. Joint
owners should each sign
personally. Corporation proxies
should be signed in corporate name
by an authorized officer.
Executors, administrators,
trustees or guardians should give
their title when signing.
Date: _____________________________
Signature(s): ______________________
______________________
Please Sign, Date and Mail your Proxy Promptly in the
Enclosed Postage-Paid Envelope.
