COMMERCIAL FEDERAL RESPONDS TO COUNTER LAWSUIT BY FRANKLIN
MUTUAL


OMAHA, Neb., Oct. 20 /PRNewswire/   In response to a lawsuit
filed today by Franklin Mutual Advisors, Commercial Federal
Corporation (NYSE: CFB) said it does not wish to prevent the
nominations of eligible candidates, and seeks to serve its
shareholders' best interests.

The Franklin Mutual suit follows a Commercial Federal suit filed
in U.S. District Court for Nebraska on October 13, which
challenged the eligibility of one of Franklin's nominees, J.
Thomas Burcham, and the designation of Matthew P. Wagner as an
alternate nominee. Both have affiliations with retail depository
institutions.

Commercial Federal did not challenge the eligibility of
Franklin's second nominee George R. Zoffinger, but does not
support his election as being in the best interest of its
shareholders.

Mr. Burcham is the controlling shareholder of MBT Bancshares
Inc., a depository holding company that competes directly with
Commercial Federal in Kansas City. Mr. Wagner is president,
chief executive officer and a director of Western Bancorp, a
large bank holding company.

In its suit, Commercial Federal asserts Mr. Burcham and Mr.
Wagner are not eligible in light of current Federal law, Office
of Thrift Supervision regulations and long-standing provisions
in Commercial Federal's bylaws.

"Clearly, it is not in the best interests of Commercial
Federal's shareholders to have officers, directors, or
controlling shareholders of competitors sitting on our Board.
Our bylaws are there to serve our shareholders' interests and we
will vigorously enforce them," said William A. Fitzgerald,
chairman of the board and chief executive officer of Commercial
Federal. "After all, Pepsi people do not sit on Coca Cola's
board."

Commercial Federal Corporation is the parent company of
Commercial Federal Bank, a $12.8 billion federal savings bank,
which currently operates 257 retail offices in Iowa, Kansas,
Nebraska, Colorado, Oklahoma, Missouri, Arizona, Minnesota, and
South Dakota.

Commercial Federal Corporation's common stock trades on the New
York Stock Exchange under the symbol "CFB".