FROM:       Franklin Mutual Advisers, LLC
            Telephone 650-312-4701
            Contact: Holly Gibson
- --------------------------------------------------------------------------------
                                                         For Immediate Release


           Franklin Mutual Commences Lawsuit Against Commercial Federal

            Short Hills, NJ, October 19, 1998 -- Franklin Mutual  Advisers,  LLC
announced today that it has sued Commercial Federal Corporation and its Board of
Directors  in the United  States  District  Court for the  District of Nebraska.
Franklin  Mutual is the largest  stockholder  of Commercial  Federal with a 7.9%
ownership  stake  and is  seeking  to  elect  two  independent  nominees  to the
Commercial Federal board who will advocate a sale of the company.

            On September 8, 1999, Franklin Mutual notified Commercial Federal of
its intention to nominate George R. Zoffinger and J. Thomas Burcham for election
to two of the four  board  seats to be filled  at  Commercial  Federal's  annual
meeting of  shareholders  scheduled for November 16, 1999.  Franklin Mutual also
notified  Commercial  Federal of its intention to nominate Matthew P. Wagner for
election as a director  instead of Mr. Zoffinger or Mr. Wagner should either Mr.
Zoffinger or Mr. Burcham be unable or unavailable to serve.

            On September 29, 1999,  Commercial  Federal notified Franklin Mutual
that it  intends  to declare  the  nominations  of Mr.  Burcham  and Mr.  Wagner
defective based on its  interpretation  of certain Office of Thrift  Supervision
regulations  which Franklin  Mutual has asserted do permit its nominees to stand
for election.  After receiving  Franklin  Mutual's  notice of  nominations,  the
Commercial  Federal  board also adopted an amendment to the  Commercial  Federal
by-laws  establishing  new eligibility  requirements  for directors.  Commercial
Federal has also announced that it is seeking a declaration from a federal court
in Nebraska that Messrs.  Burcham and Wagner are not eligible to be nominated or
stand for election as directors and that the by-law amendment is legally valid.

            Franklin Mutual's  complaint alleges that Commercial Federal and its
incumbent  directors have unlawfully  attempted to prevent  Franklin Mutual from
nominating Mr. Burcham and Mr. Wagner by erroneously  declaring them unqualified
under Commercial  Federal's by-laws and by subsequently  amending the by-laws to
prohibit them from being nominated.  The complaint further alleges that, through
these  actions,  the incumbent  directors  breached  their  fiduciary  duties to
Commercial  Federal's  stockholders.  Franklin Mutual seeks to enjoin Commercial
Federal and its incumbent directors from preventing Franklin Mutual's nomination
of its candidates,  including  implementation of the new by-law amendment, and a
declaration that Mr. Burcham and Mr. Wagner are qualified to stand for election.
Messrs. Burcham and Wagner are also plaintiffs in the action.

            Mr.  Zoffinger is the  President  and Chief  Executive  Officer of
Constellation  Capital  Corp.,  a  New  Jersey-based  commercial  finance  and
investment  company.  He is also a




director of Admiralty Bank Corp., a bank holding company located in Florida.  He
is the former  Chairman of  Corestates  New Jersey  National  Bank, a $6 billion
bank,  as  well  as  the  former  President  and  Chief  Executive   Officer  of
Constellation  Bancorp,  a bank holding  company which was sold to Corestates in
1993.

            Mr. Burcham is a significant  stockholder of Commercial  Federal and
has particular  familiarity with Commercial  Federal and the banking business in
the Midwest.  He is a paid independent  consultant to Commercial Federal and was
the  Chairman  of First  National  Bank  Shares,  Ltd.  which  was  acquired  by
Commercial  Federal  in 1998.  He is the  former  Chairman  and Chief  Executive
Officer of Missouri Bank and Trust Company,  and its parent holding company, MBT
Bancshares, Inc.

            Mr. Wagner is the President,  Chief Executive Officer and a director
of Western Bancorp, a large California bank holding company.  Mr. Wagner will no
longer be a director or officer of Western Bancorp upon the close of the pending
sale of Western Bancorp to US Bancorp, presently scheduled to occur prior to the
Commercial Federal annual meeting of shareholders.

            Franklin Mutual Advisers,  LLC serves as the investment  manager for
the Mutual Series funds and is headquartered at 51 JFK Parkway,  Short Hills, NJ
07078.

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