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[LETTERHEAD OF COMMERCIAL FEDERAL CORPORATION]
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 1999 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 1999 Annual
Report to Stockholders are enclosed for your review. As noted
in the proxy statement, the 1999 Annual Meeting is scheduled for
November 16, 1999, 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
of directors endorsed by the Board of Directors of Commercial
Federal. PLEASE NOTE THAT TO DIRECT THE PLAN
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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 Franklin Mutual
Advisers, LLC, a stockholder of Commercial Federal, has prepared
a proxy statement soliciting proxies for two nominees for
director in opposition to the nominees endorsed by the Board of
Directors in the enclosed Commercial Federal proxy statement. If
Franklin Mutual Advisers, LLC'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 Franklin Mutual
Advisers, LLC.
Voting instructions for your allocated shares under the
Plan must be received by 5:00 p.m. Eastern time on November 12,
1999 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 12, 1999. 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 canceled 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) 390-5316.
If you have any questions regarding the procedures for
instructing the Plan trustee, please call (402) 390-5316.
Plan Trustee
October 20, 1999
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[FRONT]
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 1999 Annual Meeting of
Stockholders of Commercial Federal Corporation to be held on
November 16, 1999 (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 BLUE 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 12, 1999.
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)
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[BACK]
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 WITHHOLD AUTHORITY to vote
all nominees listed below for all nominees listed below
[ ] [ ]
ROBERT F. KROHN, ROBERT S. MILLIGAN, MICHAEL P. GLINSKY AND
SHARON G. MARVIN
INSTRUCTIONS: 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. ---
_______________________________________________________
Signature(s) ________________________
_____________________________________
Date _______________, 1999
(IMPORTANT: Please sign exactly as
name appears hereon.)
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[LETTERHEAD OF COMMERCIAL FEDERAL CORPORATION]
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 1999 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 1999 Annual
Report to Stockholders are enclosed for your review. As noted
in the proxy statement, the 1999 Annual Meeting is scheduled for
November 16, 1999, 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
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directors endorsed by the Board of Directors of Commercial
Federal. 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 Franklin Mutual
Advisers, LLC, a stockholder of Commercial Federal, has prepared
a proxy statement soliciting proxies for the election of two
nominees in opposition to the nominees endorsed by the Board of
Directors in the enclosed Commercial Federal proxy statement.
If Franklin Mutual Advisers, LLC'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
Franklin Mutual Advisers, LLC.
Voting instructions for your allocated shares under the
Plan must be received by 5:00 p.m. Eastern time on November 12,
1999 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 12, 1999. 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 canceled 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) 390-5316.
If you have any questions regarding the procedures for
instructing the Plan administrator, please call (402) 390-5316.
Plan Administrator
October 20, 1999
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[FRONT]
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 1999 Annual Meeting of
Stockholders of Commercial Federal Corporation to be held on
November 16, 1999 (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 BLUE 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 12, 1999.
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)
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[BACK]
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 WITHHOLD AUTHORITY to vote
all nominees listed below for all nominees listed below
[ ] [ ]
ROBERT F. KROHN, ROBERT S. MILLIGAN, MICHAEL P. GLINSKY AND
SHARON G. MARVIN
INSTRUCTIONS: 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. ---
_______________________________________________________
Signature(s) ________________________
_____________________________________
Date _______________, 1999
(IMPORTANT: Please sign exactly as
name appears hereon.)
