INDEPENDENT AUDITORS' REPORT



Board of Directors and Shareholders
Commercial Federal Corporation
Omaha, Nebraska

We have audited the consolidated statements of financial condition of Commercial Federal Corporation and subsidiaries (the Corporation) as of December 31, 2001 and 2000, and as of June 30, 2000, and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for the year ended December 31, 2001, for the six months ended December 31, 2000, and for each of the two years in the period ended June 30, 2000. Such consolidated financial statements and our report thereon dated February 7, 2002, expressing an unqualified opinion and including an explanatory paragraph relating to a change in method of accounting for derivatives and for start-up activities and organizational costs (which are not included herein), are included in the Annual Report on Form 10-K of Commercial Federal Corporation for the year ended December 31, 2001. The accompanying condensed consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on such condensed consolidated financial statements in relation to the complete consolidated financial statements.

In our opinion, the information set forth in the accompanying condensed consolidated statements of financial condition as of December 31, 2001 and 2000, and as of June 30, 2000, and the related condensed consolidated statements of operations for the year ended December 31, 2001, for the six months ended December 31, 2000, and for each of the two years in the period ended June 30, 2000, is fairly stated in all material respects in relation to the basic consolidated financial statements from which it has been derived.

Omaha, Nebraska
February 7, 2002