THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Commercial Federal Corporation (Retired) (CFB.X)

4/4/2005 Proxy Information

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. The Bank was billed $203,423 by The Gallup Organization (“Gallup”) during the year ended December 31, 2004, for management consulting services. Ms. Jane E. Miller, a director of the Corporation, is the Chief Operating Officer and Executive Vice President of Gallup. The Corporation retains Gallup from time to time on an as needed basis and anticipates that it may retain Gallup to provide management consulting services in 2005. The Bank was billed $932,674 by Mutual of Omaha Insurance Company during the year ended December 31, 2004, for premiums paid on long-term disability and the various life insurance policies that the Corporation provides. Daniel P. Neary, a director of the Corporation, is Chairman and Chief Executive Officer of Mutual of Omaha Insurance Company. The Corporation will continue to pay insurance premiums to Mutual of Omaha Insurance Company in 2005. W. Tate Fitzgerald, a son of William A. Fitzgerald, Chairman and Chief Executive Officer of the Corporation and the Bank, serves as a Senior Vice President, Information Technology, of the Bank. During the years ended December 31, 2004, 2003 and 2002, W. Tate Fitzgerald was paid an aggregate salary, bonus and matching contributions under the Bank’s 401(k) Plan of $175,797, $216,535 and $193,087, respectively. In addition, during the years ended December 31, 2004, 2003 and 2002, W. Tate Fitzgerald received restricted stock awards valued at $0, $45,914 and $48,895, respectively, and options to acquire 9,000, 12,000 and 8,000 shares, respectively, of Common Stock.

4/2/2004 Proxy Information

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. The Bank was billed $291,850 by The Gallup Organization ("Gallup") during the year ended December 31, 2003, for management consulting services. Ms. Jane E. Miller, a director of the Bank and a nominee for director of the Corporation, is the Chief Operating Officer and Executive Vice President of Gallup. The Corporation retains Gallup from time to time on an as needed basis and anticipates that it may retain Gallup to provide management consulting services in 2004.

4/3/2003 Proxy Information

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. The Bank paid $213,000 to PSI Group, Inc. during the year ended December 31, 2002 for mail sorting services. Director Robert F. Krohn is the Chief Executive Officer and was a stockholder of PSI Group, Inc. until its sale in August 2002.