SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20579

                                 FORM 8-K
                              CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                             June 27, 1995                        
              Date of Report (Date of earliest event reported)

                   GREAT WESTERN FINANCIAL CORPORATION                
     (Exact name of registrant as specified in its charter)

        Delaware                1-4075                  95-1913457
     (State or other          (Commission             (IRS Employer
     jurisdiction of          File Number)            Identification No.)
     incorporation)

     9200 Oakdale Avenue, Chatsworth, California            91311-6519
     (Address of principal executive offices)               (Zip Code)

                               (818) 775-3411                         
             Registrant's telephone number, including area code

                                 Not Applicable                       
     (Former name or former address, if changed since last report)


     ITEM 5.   OTHER EVENTS.

          On June 27, 1995, the Board of Directors (the "Board") of
     Great Western Financial Corporation (the "Company") approved a
     number of amendments (the "Amendments") to the Rights Agreement,
     dated as of June 24, 1986, between the Company and First Chicago
     Trust Company of New York, as Rights Agent, as amended by that
     certain First Amendment, dated February 19, 1988 (such Rights
     Agreement, as so amended on each of February 19, 1988 and June
     27, 1995, the "Rights Agreement").  The Amendments (i) reduce to
     15% the percentage ownership thresholds at which the rights (the
     "Existing Rights") issued pursuant to the Rights Agreement will
     (x) separate from the certificates representing shares of the
     common stock, par value $1.00 per share (the "Common Stock"), of
     the Company and (y) become exercisable for shares of Common Stock
     (or, in certain circumstances, other consideration) having a
     value equal to two times the exercise price of the Existing
     Rights and (ii) provide for additional circumstances in which an
     action which must be taken by the Board pursuant to the Rights
     Agreement will require the concurrence of a majority of the
     Company's Continuing Directors (as defined in the Rights
     Agreement) (including Board action to (w) defer the date on which
     separate rights certificates are distributed to stockholders
     following a tender or exchange offer, (x) declare that the
     Existing Rights held by certain transferees of an Acquiring
     Person (as defined below) will become null and void, and (z)
     amend the Agreement).  In addition, the Amendments, among other
     things, (i) permit the Board of the Company to defer the date on
     which separate rights certificates are distributed to
     stockholders following certain tender or exchange offers, (ii)
     permit the Board to redeem the Existing Rights following the
     occurrence of a Flip-in Event (as defined below) by exchanging
     the Existing Rights for shares of Common Stock at a ratio of one
     to one and (iii) make certain other technical changes designed to
     enhance the effectiveness of the Rights Agreement under various
     circumstances.

          On June 27, 1995, the Board also declared a dividend
     distribution of one Right (each a "New Right") for each
     outstanding share of the Common Stock to stockholders of record
     at the close of business on the earlier of the date on which the
     Rights Agreement expires or the date on which the Existing Rights
     are redeemed in accordance with the provisions of the Rights
     Agreement (such date being referred to as the "Record Date").
     Each New Right entitles the registered holder to purchase from
     the Company a unit consisting of one one-hundredth of a share (a
     "Unit") of Series A Junior Participating Preferred Stock, par
     value $1.00 per share (the "Preferred Stock"), at a Purchase
     Price of $80.00 per Unit, subject to adjustment.  The Purchase
     Price may be paid in cash or by certified check, bank check, bank
     draft or money order payable to the order of the Company.  The
     description and terms of the New Rights are set forth in a Rights
     Agreement, dated June 27, 1995 (the "New Rights Agreement"),
     between the Company and First Chicago Trust Company of New York,
     as Rights Agent.

          The terms of the New Rights Agreement are substantially
     similar to the terms of the Rights Agreement, as amended and
     restated.  The New Rights Agreement was adopted by the Board to
     replace the Rights Agreement upon the expiration or redemption of
     the Existing Rights, which will occur no later than July 14,
     1996.  In no event will both the Existing Rights and the New
     Rights be exercisable.

          Initially following the Record Date, the New Rights will be
     attached to all Common Stock certificates representing shares
     then outstanding, and no separate Rights Certificates will be
     distributed.  The New Rights will separate from the Common Stock
     and a "Distribution Date" will occur upon the earlier of (i) 10
     business days following a public announcement that a person or
     group of affiliated or associated persons (an "Acquiring Person")
     has acquired, or obtained the right to acquire, beneficial
     ownership of 15% or more of the outstanding shares of Common
     Stock (the "Stock Acquisition Date") or (ii) 10 business days (or
     such later date as the Board shall determine, provided, however,
     that under certain circumstances any lengthening of such date
     will require the concurrence of a majority of the Continuing
     Directors) after the date a tender or exchange offer that would
     result in a person or group beneficially owning 15% or more of
     the outstanding shares of Common Stock is first published, sent
     or given to the Company's stockholders.  Following the Record
     Date and until the Distribution Date, (i) the New Rights will be
     evidenced by the Common Stock certificates and will be
     transferred with and only with such Common Stock certificates,
     (ii) new Common Stock certificates issued after the Record Date
     will contain a notation incorporating the New Rights Agreement by
     reference and (iii) the surrender for transfer of any certificate
     for Common Stock outstanding will also constitute the transfer of
     the New Rights associated with the Common Stock represented by
     such certificate.

          The New Rights are not exercisable until the Distribution
     Date and will expire at the close of business on July 14, 2006,
     unless earlier redeemed by the Company as described below.

          As soon as practicable after the Distribution Date, Rights
     Certificates will be mailed to holders of record of the Common
     Stock as of the close of business on the Distribution Date and,
     thereafter, the separate Rights Certificates alone will represent
     the New Rights.  Except as otherwise determined by the Board of
     Directors, only shares of Common Stock issued prior to the
     Distribution Date will be issued with New Rights.

          In the event that a person or group becomes the beneficial
     owner of 15% or more of the then outstanding shares of Common
     Stock (except pursuant to an offer for all outstanding shares of
     Common Stock which the independent directors of the Company
     determine to be fair to and otherwise in the best interests of
     the Company and its stockholders (each such offer, a "Qualifying
     Offer")) (a "Flip-in Event"), each holder of a New Right will
     thereafter have the right to receive, upon exercise, Common Stock
     (or, in certain circumstances, cash, property or other securities
     of the Company) having a value (based on the average closing
     price of the Common Stock during the one-month period preceding
     the Flip-in Event) equal to two times the exercise price of the
     New Right.  Notwithstanding any of the foregoing, following the
     occurrence of any of the events set forth in this paragraph, all
     New Rights that are, or (under certain circumstances specified in
     the New Rights Agreement) were, beneficially owned by an
     Acquiring Person, any of its associates or affiliates, and
     certain of its transferees, will be null and void.  However, the
     New Rights are not exercisable following the first occurrence of
     a Flip-in Event until such time as the New Rights are no longer
     redeemable by the Company as described below.

          For example, following an event described in the preceding
     paragraph, at an exercise price of $80.00 per New Right, each New
     Right not voided as described above would entitle its holder to
     purchase $160.00 worth of Common Stock (or other consideration,
     as noted above) for $80.00.  Assuming that the Common Stock had a
     per share value of $20.00 at such time, the holder of each valid
     New Right would be entitled to purchase eight shares of Common
     Stock for $80.00.

          In the event that, at any time following the Stock
     Acquisition Date, (i) the Company is acquired in a merger or
     other business combination transaction in which the Company is
     not the surviving corporation, or (ii) 50% or more of the
     Company's assets or earning power is sold or transferred, each
     holder of a New Right (except New Rights which previously have
     been voided as described above) shall thereafter have the right
     to receive, upon exercise, common stock of the acquiring company
     having a value equal to two times the exercise price of the New
     Right, provided, however, that holders of New Rights will not be
     entitled to such right to receive acquiring company common stock
     in connection with any transaction described in this paragraph if
     such transaction is consummated with a person who acquired shares
     of Common Stock pursuant to a Qualifying Offer and the
     consideration offered in such transaction meets certain fair
     price criteria.

          The Purchase Price payable, and the number of Units of
     Preferred Stock or other securities or property issuable, upon
     exercise of the New Rights are subject to adjustment from time to
     time to prevent dilution (i) in the event of a stock dividend on,
     or a subdivision, combination or reclassification of, the
     Preferred Stock, (ii) if holders of the Preferred Stock are
     granted certain rights or warrants to subscribe for Preferred
     Stock or convertible securities at less than the current market
     price of the Preferred Stock or (iii) upon the distribution to
     holders of the Preferred Stock of evidences of indebtedness or
     assets (excluding regular quarterly cash dividends) or of
     subscription rights or warrants (other than those referred to
     above).

          With certain exceptions, no adjustment in the Purchase Price
     will be required until cumulative adjustments amount to at least
     1% of the Purchase Price.  No fractional Units will be issued
     and, in lieu thereof, an adjustment in cash will be made based on
     the market price of the Preferred Stock on the last trading date
     prior to the date of exercise.

          At any time until ten business days following the Stock
     Acquisition Date, the Company may redeem the New Rights in whole,
     but not in part, at a price of $.01 per New Right.  After the
     redemption period has expired, the Company's right of redemption
     may be reinstated if, among other things, an Acquiring Person
     reduces its beneficial ownership to less than 15% of the
     outstanding shares of Common Stock in a transaction or series of
     transactions not involving the Company.  Under certain
     circumstances, Board action to redeem the New Rights will require
     the concurrence of a majority of the Continuing Directors. 
     Immediately upon the action of the Board ordering redemption of
     the New Rights, the New Rights will terminate and the only right
     of the holders of New Rights will be to receive the $.01 per New
     Right redemption price.

          Until a New Right is exercised, the holder thereof, as such,
     will have no rights as a stockholder of the Company, including,
     without limitation, the right to vote or to receive dividends. 
     While the distribution of the New Rights will not be taxable to
     stockholders or to the Company, stockholders may, depending upon
     the circumstances, recognize taxable income in the event that 
     the New Rights become exercisable for Common Stock (or other
     consideration) of the Company or for common stock of an acquiring
     company as set forth above.

          Any of the provisions of the New Rights Agreement may be
     amended by the Board prior to the Distribution Date.  After the
     Distribution Date, the provisions of the New Rights Agreement may
     be amended by the Board in order to cure any ambiguity, to make
     changes which do not adversely affect the interests of holders of
     New Rights, or to shorten or lengthen any time period under the
     New Rights Agreement (including the time period governing
     redemption); provided, however, that no amendment to adjust the
     time period governing redemption may be made at such time as the
     New Rights are not redeemable.  Under certain circumstances, any
     amendment to the Rights Agreement will require the concurrence of
     a majority of the Continuing Directors.

          A copy of each of the Rights Agreement and the New Rights
     Agreement is attached hereto as Exhibit 99.1 and Exhibit 99.2,
     respectively and each is incorporated herein by reference.  This
     summary description of the Rights Agreement and the New Rights
     does not purport to be complete and is qualified in its entirety
     by reference to the Rights Agreement and the New Rights
     Agreement.

          On June 27, 1995, the Board of Directors of the Company also
     approved certain amendments to the By-laws of the Company which,
     among other things, (i) provide that the Board may determine to
     hold the annual meeting of the Company's shareholders on a date
     other than the fourth Tuesday in April, (ii) confirm that the
     Board has the power to postpone or cancel shareholder meetings,
     (iii) grant the presiding officer of a shareholders meeting the
     power to adjourn the meeting and (iv) alter slightly the time
     frames in which a shareholder who wishes to nominate candidates
     for election as directors or propose items of business must
     submit written notice to the Company.  

          A copy of the Amended and Restated By-laws of the Company is
     attached hereto as Exhibit 3(ii) and is incorporated herein by
     reference.  This summary description of the amendments to the By-
     laws does not purport to be complete and is qualified in its
     entirety by reference to such Amended and Restated By-laws.  

     ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
     AND EXHIBITS.

     3(ii)          Form of Amendment to the By-laws of Great
                    Western Financial Corporation, together with
                    the Amended and Restated By-laws of Great
                    Western Financial Corporation.

     99.1           Rights Agreement, dated as of June 24, 1986,
                    between Great Western Financial Corporation
                    and First Chicago Trust Company of New York,
                    as amended and restated on June 27, 1995.

     99.2           New Rights Agreement, dated as of June 27,
                    1995, between Great Western Financial
                    Corporation and First Chicago Trust Company
                    of New York. 


                                 SIGNATURE

               Pursuant to the requirements of the Securities Exchange
     Act of 1934, the registrant has duly caused this report to be
     signed on its behalf by the undersigned hereunto duly authorized.

                                   GREAT WESTERN FINANCIAL CORPORATION

                                   By:  /s/ J. Lance Erikson          
                                        J. Lance Erikson
                                        Executive Vice President,
                                        Secretary and General Counsel

     Date:     June 30, 1995


                               Exhibit Index

     Exhibit

     3(ii)          Form of Amendment to the By-laws of Great
                    Western Financial Corporation, together with
                    the Amended and Restated By-laws of Great
                    Western Financial Corporation.

     99.1           Rights Agreement, dated as of June 24, 1986,
                    between Great Western Financial Corporation
                    and First Chicago Trust Company of New York,
                    as amended and restated on June 27, 1995.

     99.2           New Rights Agreement, dated as of June 27,
                    1995, between Great Western Financial
                    Corporation and First Chicago Trust Company
                    of
                    New York.



                                                         EXHIBIT 3(ii)

                  BY-LAW AMENDMENTS ADOPTED JUNE 27, 1995

          1.   Section 2 of the By-laws shall be amended to read in
     its entirety as follows:

               SECTION 2.  The annual meeting of the stockholders of
               the Corporation shall be held on the fourth Tuesday in
               April in each year (if that day shall be a legal
               holiday then on the next business day) or on such
               earlier or later date as the Board of Directors (herein
               called the Board) may designate, at such time and
               place, within or without the State of Delaware, as may
               be specified in the notice thereof, as shall be fixed
               by the Board, for the purpose of electing directors and
               for the transaction of only such other business as is
               properly brought before such meeting in accordance with
               these by-laws.  If any annual meeting shall not be held
               on the day designated or the directors shall not have
               been elected thereat or at any adjournment thereof,
               thereafter the Board shall cause a special meeting of
               the stockholders to be held as soon as practicable for
               the election of directors.  At such special meeting the
               stockholders may elect directors and transact other
               business with the same force and effect as at an annual
               meeting of the stockholders duly called and held.

          2.   Section 4 of the By-laws shall be amended by replacing
     the third sentence of the first paragraph thereof with the
     following sentence:

               In order to be timely, a stockholder's notice must be
               delivered to or mailed and received at the principal
               executive offices of the Corporation, not less than 60
               days nor more than 90 days prior to the anniversary
               date of the immediately preceding annual meeting of
               stockholders; provided, however, that in the event that
               the annual meeting is called for a date that is not
               within the 30 days before or after such anniversary
               date, notice by the stockholder in order to be timely
               must be so received not later than the close of
               business on the 15th day following the day on which
               such notice of the date of the annual meeting was
               mailed or such public disclosure of the date of the
               meeting was made, whichever first occurs.

          3.   Section 5 of the By-laws shall be amended by adding the
     following sentence to the end of such section:

               Any previously scheduled meeting of the stockholders
               may be postponed, and (unless the Certificate of
               Incorporation otherwise provides) any special meeting
               of the stockholders may be cancelled, by resolution of
               the Board upon public notice given prior to the date
               previously scheduled for such meeting of stockholders.

          4.   Section 6 of the By-laws shall be amended by adding the
     phrase "in every case, the presiding officer at the meeting, or
     the shareholders present, although" prior to the phrase "less
     than a quorum."

          5.   Section 12 of the By-laws shall be amended by replacing
     the second sentence of the third paragraph thereof with the
     following sentence:

               In order to be timely, a stockholder's notice must be
               delivered to or mailed and received at the principal
               executive offices of the Corporation, not less than 60
               days nor more than 90 days prior to the anniversary
               date of the immediately preceding annual meeting of
               stockholders; provided, however, that in the event that
               the annual meeting is called for a date that is not
               within the 30 days before or after such anniversary
               date, notice by the stockholder in order to be timely
               must be so received not later than the close of
               business on the 15th day following the day on which
               such notice of the date of the annual meeting was
               mailed or such public disclosure of the date of the
               meeting was made, whichever first occurs.


                                  BY-LAWS

                                     of

                    GREAT WESTERN FINANCIAL CORPORATION

               (Formerly Known as Great Western Corporation)

                        (As Amended Through 6/27/95)

                         SECTION 1.     In addition to its principal
                    office in the State of Delaware, the Corporation
                    may also have offices at such other places within
                    or without the State of Delaware as the Board of
                    Directors shall from time to time determine.

     Amended             SECTION 2.     The annual meeting of the
     9/26/89        stockholders of the Corporation shall be held on
     and            the fourth Tuesday in April in each year (if that
     6/27/95        day shall be a legal holiday then on the next
                    business day) or on such earlier or later date as
                    the Board of Directors (herein called the Board)
                    may designate, at such time and place, within or
                    without the State of Delaware, as may be specified
                    in the notice thereof, as shall be fixed by the
                    Board, for the purpose of electing directors and
                    for the transaction of only such other business as
                    is properly brought before such meeting in
                    accordance with these by-laws.  If any annual
                    meeting shall not be held on the day designated or
                    the directors shall not have been elected thereat
                    or at any adjournment thereof, thereafter the
                    Board shall cause a special meeting of the
                    stockholders to be held as soon as practicable for
                    the election of directors.  At such special
                    meeting the stockholders may elect directors and
                    transact other business with the same force and
                    effect as at an annual meeting of the stockholders
                    duly called and held.

     Amended             SECTION 3.     Special meetings of the
     9/26/89        stockholders of the Corporation may be held,
                    within or without the State of Delaware, upon
                    notice given by or at the direction of the Board
                    of Directors. Such notice shall state the time,
                    place and purposes of meeting.

     Amended             SECTION 4.     In order to be properly
     9/26/89        brought before any meeting of the stockholders
     and            held and pursuant to Section 2, business
     6/27/95        (including the election of directors) must be (a)
                    specified in the notice of meeting (or any
                    supplement thereto) given by or at the
                    direction of the board, (b) otherwise
                    properly brought before the meeting by or at
                    the direction of the Board, or (c) otherwise
                    properly brought before the meeting by a
                    stockholder.  In addition to any other
                    applicable requirements, in order for any
                    such business to be properly brought before
                    the meeting by a stockholder, the stockholder
                    must have given timely notice thereof in
                    writing to the Secretary of the Corporation. 
                    In order to be timely, a stockholder's notice
                    must be delivered to or mailed and received
                    at the principal executive offices of the
                    Corporation, not less than 60 days nor more
                    than 90 days prior to the anniversary date of
                    the immediately preceding annual meeting of
                    stockholders; provided, however, that in the
                    event that the annual meeting is called for a
                    date that is not within the 30 days before or
                    after such anniversary date, notice by the
                    stockholder in order to be timely must be so
                    received not later than the close of business
                    on the 15th day following the day on which
                    such notice of the date of the annual meeting
                    was mailed or such public disclosure of the
                    date of the meeting was made, whichever first
                    occurs.  A stockholder's notice to the
                    Secretary shall set forth as to each matter
                    the stockholder proposes to bring before the
                    meeting (i) a brief description of the
                    business desired to be brought before the
                    annual meeting and the reasons for conducting
                    such business at the meeting, (ii) the name
                    and record address of the stockholder
                    proposing such business, (iii) the class and
                    number of shares of the Corporation which are
                    beneficially owned by the stockholder, and
                    (iv) any material interest of the stockholder
                    in such business.

     Amended             SECTION 5.  Notice of the time and place of
     6/27/95        every meeting of a stockholders and of the
                    business to be acted on at such meeting shall be
                    mailed by the Secretary or the officer performing
                    his duties, at least ten days before the meeting,
                    to each stockholder of record having voting power
                    and entitled to such notice at his last known post
                    office address; provided, however, that if a
                    stockholder be present at a meeting, or in writing
                    waive notice thereof before or after the meeting,
                    notice of the meeting to such stockholder shall be
                    unnecessary.  Any previously scheduled meeting of
                    the stockholders may be postponed, and (unless the
                    Certificate of Incorporation otherwise provides)
                    any special meeting of the stockholders may be
                    cancelled, by resolution of the Board upon public
                    notice given prior to the date previously
                    scheduled for such meeting of stockholders.

     Amended             SECTION 6.     The holders of a majority of
     6/24/86,       the stock of the Corporation having voting power
     3/08/94        present in person or by proxy shall constitute a
     and            quorum, but in every case, the presiding officer
     6/27/95        at the meeting or the shareholders present,
                    although less than a quorum, shall have power to
                    adjourn any meeting from time to time without
                    notice.  The holders of a majority of the stock
                    present and entitled to vote at a duly qualified
                    meeting of stockholders shall have power to act;
                    unless the matter is one as to which a different
                    vote is specified by applicable law or regulation
                    (other than Section 216 of the Delaware General
                    Corporation Law), in which case the different vote
                    so specified by such law or regulation shall
                    apply.  The foregoing provisions of this Section 6
                    each shall be subject the voting rights of holders
                    of any Preferred Stock the Corporation and any
                    quorum requirements related thereto.

                         SECTION 7.     At every meeting of
                    stockholders each stockholder entitled to vote
                    thereat shall be entitled to one vote for each
                    share of stock held by him and may vote and
                    otherwise act in person or by proxy; but no proxy
                    shall be voted upon more than one year after its
                    date unless such proxy provides for a longer
                    period.

     Amended             SECTION 8.     At least ten days before each
     3/21/67        election of directors a complete list of the
                    stockholders entitled to vote at such election,
                    arranged in alphabetical order and showing the
                    address and the number of shares registered in the
                    name of each stockholder, shall be made and filed
                    either at a place within the city where the
                    election is to be held and which place shall be
                    specified in the notice of the meeting at which
                    such election is to take place, or if not so
                    specified, at the place where such meeting is to
                    be held.  Such list shall be open to the
                    examination of any stockholder during ordinary
                    business hours for a period of at least ten days
                    prior to such election at the place so filed. 
                    Such list shall be produced and kept at the time
                    and place of such election and be subject to
                    inspection by any stockholder.

     Amended             SECTION 9.     Certificates of stock shall be
     4/20/71        of such form and device as the Board of Directors
     and            may elect and shall be signed by the Chairman of 
     5/28/91        the Board, the President or a Vice President and
                    the Treasurer or an Assistant Treasurer or the
                    Secretary or an Assistant Secretary, but in case
                    any such Certificate is countersigned by a
                    transfer agent, other than the Corporation or its
                    employee, or by a registrar, other than the
                    Corporation or its employee, any other signature
                    on such certificate may be a facsimile, engraved,
                    stamped or printed.

                         SECTION 10.    The stock of the Corporation
                    shall be transferable or assignable only on the
                    books of the Corporation by the holders in person,
                    or by attorney, on the surrender of the
                    certificates therefor.  The Board of Directors may
                    appoint one or more transfer agents and registrar
                    of the stock.

     Amended             SECTION 11.    The Board of Directors shall
     11/19/68       have the power to close the stock transfer books
                    of the Corporation for a period not exceeding
                    sixty (60) days preceding the date of any meeting
                    of stockholders, or the date for payment of any
                    dividend, or the date for the allotment of rights,
                    or the date when any change or conversion or
                    exchange of capital stock shall go into effect. 
                    In lieu of closing the stock transfer books as
                    aforesaid, the Board of Directors is hereby
                    authorized to fix in advance, a date, not
                    exceeding sixty (60) days preceding the date of
                    any meeting of stockholders or the date for the
                    payment of any dividend or the date for the
                    allotment of rights, or the date when any change
                    or conversion or exchange of capital stock shall
                    go into effect, as a record date for the
                    determination of the stockholders entitled to
                    notice of and to vote at, any such meeting, or
                    entitled to receive payment of any such dividends,
                    or to any such allotment of rights, or to exercise
                    the rights in respect of any such change,
                    conversion or exchange of capital stock, and in
                    such case such stockholders and only such
                    stockholders as shall be stockholders of record on
                    the date so fixed shall be entitled to such notice
                    of, and to vote at, such meeting or to receive
                    payment of such dividend, or to receive such
                    allotment of rights, or to exercise such rights,
                    as the case may be, notwithstanding any transfer
                    of any stock on the books of the Corporation.

     Amended             SECTION 12.    The affairs of the Corporation
     9/26/89,       shall be managed by a Board consisting of such
     5/28/91,       number of directors as shall be determined from
     3/23/93        time to time by resolution of a majority of the
     and            number of directors constituting the entire Board
     6/27/95        of Directors at such time, and in the absence of
                    such determination, the number of directors shall
                    be twelve.  The directors shall be divided into
                    three classes as nearly equal in number as
                    possible and the members of each class shall be
                    elected for a term of three years by the
                    stockholders entitled to vote at such election,
                    and each director so elected shall hold office
                    until his or her successor is duly elected and
                    qualified, or until his or her death, or until he
                    or she shall resign or be removed from office. 
                    Any director or the entire Board of Directors may
                    be removed, but only for cause, and the vacancies
                    may be filled in accordance with Article NINTH of
                    the Corporation's Certificate of Incorporation. 

                         Only persons who are nominated in accordance
                    with the following procedures shall be eligible
                    for election as directors at any meeting of
                    stockholders.  Nominations of persons for election
                    to the Board of Directors of the Corporation at
                    the annual meeting or any meeting called for the
                    purpose of electing directors may be made at a
                    meeting of stockholders by or at the direction of
                    the Board of Directors by any nominating committee
                    or person appointed by the Board or by any
                    stockholder of the Corporation entitled to vote
                    for the election of directors at the meeting who
                    complies with the notice procedures set forth in
                    this Section 12.
          
                         In addition to any other applicable
                    requirements, such nominations, other than those
                    made by or at the direction of the Board of
                    Directors, shall be made pursuant to timely notice
                    in writing to the Secretary of the Corporation. 
                    In order to be timely, a stockholder's notice must
                    be delivered to or mailed and received at the
                    principal executive offices of the Corporation,
                    not less than 60 days nor more than 90 days prior
                    to the anniversary date of the immediately
                    preceding annual meeting of stockholders;
                    provided, however, that in the event that the
                    annual meeting is called for a date that is not
                    within the 30 days before or after such
                    anniversary date, notice by the stockholder in
                    order to be timely must be so received not later
                    than the close of business on the 15th day
                    following the day on which such notice of the date
                    of the annual meeting was mailed or such public
                    disclosure of the date of the meeting was made,
                    whichever first occurs.  Such stockholder's notice
                    to the Secretary shall contain (a) as to each
                    person whom the stockholder proposes to nominate
                    for election or reelection as a director, (i) that
                    person's consent to such nomination, (ii) the
                    name, age, business address and residence address
                    of the person, (iii) the principal occupation or
                    employment of the person, and (iv) the class and
                    number of shares of capital stock of the
                    Corporation which are beneficially owned by the
                    person and (b) as to the stockholder giving the
                    notice (i) the name and record address of the
                    stockholder and (ii) the class and number of
                    shares of capital stock of the Corporation which
                    are beneficially owned by the stockholder.  The
                    Corporation may require any proposed nominee to
                    furnish such other information as may reasonably
                    be required by the Corporation to determine the
                    eligibility of such proposed nominee to serve as
                    director of the Corporation.  No person shall be
                    eligible for election as a director of the
                    Corporation unless nominated in accordance with
                    the procedures set forth herein.
          
                         The Chairman of the meeting shall, if the
                    facts warrant, determine and declare to the
                    meeting that the nomination was not made in
                    accordance with the foregoing procedure, and if he
                    should so determine, shall so declare to the
                    meeting and the defective nomination shall be
                    disregarded.

     Amended             SECTION 13.    Meetings of the Board of
     8/16/66        Directors shall be held at the times fixed by
                    resolutions of the Board or upon call of the
                    Chairman of the Board or of the President or any
                    five directors and may be held outside the State
                    of Delaware.  The Secretary or officer performing
                    his duties shall give reasonable notice (which
                    shall not in any event be less than five (5) days)
                    of all meetings of directors, provided that a
                    meeting may be held without notice immediately
                    after the annual election, and notice need not be
                    given of regular meetings held at times fixed by
                    resolution of the Board.  Meetings may be held at
                    any time without notice if all the directors are
                    present or if those not present waive notice
                    either before or after the meeting.  Notice by
                    mail or telegraph to the usual business or
                    residence address of the directors not less than
                    the time above specified before the meeting shall
                    be sufficient.  One-half of the total number of
                    directors, but not less than five shall constitute
                    a quorum for the transaction of business and the
                    act of a majority of the directors present at any
                    meeting at which a quorum is present shall be the
                    act of the Board of Directors.  Less than such a
                    quorum shall have power to adjourn any meeting
                    from time to time without notice.

     Amended             SECTION 14.    (a) Any person who was or is a
     7/22/86        party or is threatened to be made a party to any
                    threatened, pending or completed action, suit or
                    proceeding, whether civil, criminal,
                    administrative or investigative (other than an
                    action by or in the right of this Corporation) by
                    reason of the fact that he is or was or has agreed
                    to become a director, officer, employee or agent
                    of this Corporation, or is or was serving or has
                    agreed to serve at the request of this Corporation
                    as a director, officer, employee or agent of
                    another corporation, partnership, joint venture,
                    trust or other enterprise, or by reason of any
                    action alleged to have been taken or omitted in
                    such capacity, shall be indemnified by this
                    Corporation against costs, charges, expenses
                    (including attorneys' fees), judgments, fines and
                    amounts paid in settlement actually and reasonably
                    incurred by him in connection with such action,
                    suit or proceeding and any appeal therefrom, if he
                    acted in good faith and in a manner he reasonably
                    believed to be in or not opposed to the best
                    interests of this Corporation, and, with respect
                    to any criminal action or proceeding, had no
                    reasonable cause to believe his conduct was
                    unlawful.  The termination of any action, suit or
                    proceeding by judgement, order, settlement,
                    conviction, or upon a plea of nolo contendere or
                    its equivalent, shall not, of itself, create a
                    presumption that the person did not act in good
                    faith and in a manner which he reasonably believed
                    to be in or not opposed to the best interests of
                    this Corporation, and, with respect to any
                    criminal action or proceeding, had reasonable
                    cause to believe that his conduct was unlawful.

                    (b) Any person who was or is a party or is
                    threatened to be made a party to any threatened,
                    pending or completed action, suit, proceeding or
                    investigation by or in the right of this
                    Corporation to procure a judgement in its favor by
                    reason of the fact that he is or was or has agreed
                    to become a director, officer, employee or agent
                    of this Corporation, or is or was serving or has
                    agreed to serve at the request of this Corporation
                    as a director, officer, employee, or agent of
                    another corporation, partnership, joint venture,
                    trust or other enterprise, or by reason of any
                    action alleged to have been taken or omitted in
                    such capacity, shall be indemnified by this
                    Corporation against costs, charges and expenses
                    (including attorneys' fees) actually and
                    reasonably incurred by him in connection with the
                    defense or settlement of such action or suit and
                    any appeal therefrom, if he acted in good faith
                    and in a manner he reasonably believed to be in or
                    not opposed to the best interest of this
                    Corporation, except that no indemnification shall
                    be made in respect of any claim, issue or matter
                    as to which such person shall have been adjudged
                    to be liable for negligence or misconduct in the
                    performance of his duty to this Corporation unless
                    and only to the extent that the Court of Chancery
                    of Delaware or the court in which such action or
                    suit was brought shall determine upon application
                    that, despite the adjudication of such liability
                    but in view of all the circumstances of the case,
                    such person is fairly and reasonably entitled to
                    indemnity for such costs, charges and expenses
                    which the Court of Chancery of Delaware or such
                    other court shall deem proper.

                    (c) Notwithstanding the other provisions of this
                    Section, to the extent that a director, officer,
                    employee or agent of this Corporation has been
                    successful on the merits or otherwise in defense
                    of any action, suit or proceeding referred to in
                    subsections (a) and (b) of this Section, or in
                    defense of any claim, issue or matter therein, he
                    shall be indemnified against all costs, charges
                    and expenses (including attorneys' fees) actually
                    and reasonably incurred by him in connection
                    therewith.

                    (d) Any indemnification under subsections (a) and
                    (b) of this Section (unless otherwise ordered by a
                    court) shall be made by this Corporation only as
                    authorized in the specific case upon a
                    determination that indemnification of the
                    director, officer, employee or agent is proper in
                    the circumstances because he has met the
                    applicable standard of conduct set forth in
                    subsections (a) and (b) of this Section.  Such
                    determination shall be made (1) by the Board of
                    Directors by a majority vote of a quorum
                    consisting of directors who are not parties to
                    such action, suit or proceeding, or (2) if such a
                    quorum is not obtainable, or, even if obtainable,
                    a quorum of disinterested directors so directs, by
                    independent legal counsel in a written opinion, or
                    (3) by the stockholders, or (4) if a Change in
                    Control has occurred and the director, officer,
                    employee or agent seeking indemnification so
                    requests, in a written opinion rendered by
                    independent legal counsel chosen by the person
                    requesting indemnification and not reasonably
                    objected to by the Board of Directors.  For
                    purposes of subclause (4) of this subsection (d),
                    "independent legal counsel" shall mean legal
                    counsel other than an attorney, or a firm having
                    associated with it an attorney, who has been
                    retained by or who has performed substantial
                    services for either this Corporation or the person
                    seeking indemnification within the past five
                    years.  The Corporation shall pay the fees of the
                    independent legal counsel.  For purposes of this
                    subsection (d), a "Change in Control" shall be
                    deemed to have occurred if (i) any person (as such
                    term is used in Sections 13(d) and 14(d)(2) of the
                    Securities Exchange Act of 1934, as amended (the
                    "1934 Act") is or becomes the beneficial owner (as
                    defined in Rule 13d-3 under the 1934 act),
                    directly or indirectly, of securities of this
                    Corporation representing 25% or more of the
                    combined voting power of this Corporation's then
                    outstanding securities in a transaction not
                    approved by the Board of Directors sitting
                    immediately prior to such acquisition, (ii) this
                    Corporation is a party to a merger, consolidation, 
                    sale of assets or other reorganization, or proxy
                    contest, as a consequence of which members of the
                    Board of Directors sitting immediately prior to
                    such transaction or event constitute less than
                    five-sixths of the Board of Directors thereafter,
                    or (iii) during the immediately preceding four
                    years, individuals who at the beginning of such
                    period constituted the Board of Directors cease
                    for any reason to constitute at least a majority
                    thereof, unless the election of each director who
                    was not a director at the beginning of the period
                    was approved by a vote of at least two-thirds of
                    the directors then still in office who were
                    directors at the beginning of the period.

                    (e) Costs, charges and expenses (including
                    attorney's fees) incurred by a person referred to
                    in subsections (a) and (b) of this Section in
                    defending a civil or criminal action, suit or
                    proceeding shall be paid promptly by this
                    Corporation in advance of the final determination
                    of such action, suit or proceeding; provided,
                    however, that the payment of such costs, charges
                    and expenses incurred by a director or officer in
                    his capacity as a director or officer (and not in
                    any other capacity in which service was or is
                    rendered by such person while a director or
                    officer) in advance of the final disposition of
                    such action, suit or proceeding shall be made only
                    upon receipt of an undertaking by or on behalf of
                    the director or officer to repay all amounts so
                    advanced in the event that it shall ultimately be
                    determined that such director or officer is not
                    entitled to be indemnified by this Corporation as
                    authorized by the Section.  Such costs, charges
                    and expenses incurred by other employees and
                    agents may be so paid upon such terms and
                    conditions, if any, as the Board of Directors
                    deems appropriate.

                    (f) The indemnification provided by this Section
                    shall not be deemed exclusive of any other rights
                    to which a person seeking indemnification may be
                    entitled under any law (common or statutory),
                    agreement, vote of stockholders or disinterested
                    directors or otherwise, both as to action in his
                    official capacity and as to action in another
                    capacity while holding office or while employed by
                    or acting as agent for this Corporation, it being
                    the policy of this Corporation that
                    indemnification of the persons specified in
                    subsections (a) and (b) of this Section shall be
                    made to the full extent permitted by applicable
                    law.  The indemnification provided by this Section
                    shall continue as to a person who has ceased to be
                    a director, officer, employee or agent, and shall
                    inure to the benefit of the estate, heirs,
                    executors and administrators of such person.  All
                    rights to indemnification under this Section shall
                    be deemed to be a contract between this
                    Corporation and each director, officer, employee
                    or agent of this Corporation who serves or served
                    in such capacity at any time while this Section is
                    in effect.  Any repeal or modification of this
                    Section or any repeal or modification of relevant
                    provisions of the Delaware General Corporation Law
                    or any other applicable law shall not in any way
                    diminish any rights to indemnification of such
                    director, officer, employee or agent or the
                    obligation of this Corporation arising hereunder.

                    (g) If this Section or any portion hereof shall be
                    invalidated on any ground by any court of
                    competent jurisdiction, then this Corporation
                    shall nevertheless indemnify each director,
                    officer, employee and agent of this Corporation as
                    to costs, charges and expenses (including
                    attorneys' fees), judgments, fines and amounts
                    paid in settlement with respect to any action,
                    suit or proceeding, whether civil, criminal,
                    administrative or investigative, including,
                    without limitation, any action by or in the right
                    of this Corporation, to the full extent permitted
                    by any applicable portion of this Section that
                    shall not have been invalidated and to the full
                    extent permitted by applicable law.

     Amended             SECTION 15.    The Board of Directors, as
     4/21/81,       soon as may be after the election of directors in
     3/23/93        each year, shall appoint one of their number
     and            Chairman of the Board and one of their number
     4/19/95        President of the Company, and may also appoint one
     effective      or more Executive Vice-Presidents, Senior Vice-
     12/28/95       Presidents, First Vice Presidents and Vice-
                    Presidents, a Secretary and a Treasurer.  The
                    Board of Directors may from time to time appoint
                    one of their number as Vice-Chairman and may
                    appoint such other officers as they deem
                    appropriate.  Any person may hold more than one
                    office, except that same person may not hold more
                    than one of the offices of President and
                    Secretary.  The Chairman so appointed shall not in
                    such capacity be considered an officer of this
                    Corporation.

                         SECTION 16.    The term of office of all
                    officers shall be until the next election of
                    directors and until their respective successors
                    are chosen and qualified, or until they shall die
                    or resign but any officer may be removed from
                    office at any time by the Board of Directors. 
                    Vacancies in any office may be filled by the Board
                    at any meeting.

                         SECTION 17.    The officers of the Company
                    shall have such powers and duties as usually
                    pertain to their offices, except as modified by
                    the Board of Directors, and shall also have such
                    powers and duties as may from time to time be
                    conferred upon them by the Board of Directors.

                         SECTION 18.    The Board of Directors is
                    authorized to select such depositaries as it shall
                    deem proper for the funds of the Corporation.  All
                    checks and drafts against such deposited funds
                    shall be signed and countersigned by persons to be
                    specified by the Board of Directors.

                         SECTION 19.    The President, or any Vice-
                    President, shall have authority to execute and
                    deliver all contracts or undertakings of the
                    Corporation.

                         SECTION 20.    The corporation seal of the
                    Corporation shall be in such form as the Board of
                    Directors shall prescribe.

                         SECTION 21.    The fiscal year of the
                    Corporation shall be the calendar year.

                         SECTION 22.    Either the Board of Directors
                    or the stockholders may alter or amend these By-
                    Laws at any meeting duly held as above provided,
                    the notice of which includes notice of the
                    proposed alteration or amendment.

     Amended             SECTION 23.    The Board of Directors may
     12/19/72       from time to time appoint such number of Directors
                    Emeritus as shall be determined by the Board to be
                    appropriate, who shall serve until the next
                    directors' meeting after the annual election.
                    Directors Emeritus shall be selected from
                    individuals who have previously served as Great
                    Western Financial Corporation directors and have
                    not reached their 77th birthday, and may serve
                    more than one term.  The unanimous vote of all
                    directors present at a meeting shall be required
                    to elect a Director Emeritus, such vote to be
                    taken by secret written ballot.  Such Directors
                    Emeritus may attend the meetings of the Board of
                    Directors in an advisory capacity, with the
                    privilege of participating in all discussions at
                    such meetings, but without the power to vote. 
                    Notices of all meetings sent to directors shall
                    also be sent to Directors Emeritus.  Directors
                    Emeritus shall be paid such fees for attendance at
                    meetings of the Board of Directors as shall from
                    time to time be determined by the Board.

     Added               SECTION 24.    The Board of Directors may
     6/24/86        impose restrictions on transfer of securities of
                    the Corporation pursuant to the Rights Agreement,
                    dated as of June 24, 1986, by and between the
                    Corporation and Morgan Guaranty Trust Company of
                    New York, as and to the extent required by such
                    Rights Agreement, as amended from time to time.



                                                          EXHIBIT 99.1

                    GREAT WESTERN FINANCIAL CORPORATION

                                    and

                  FIRST CHICAGO TRUST COMPANY OF NEW YORK

                                Rights Agent

                                                

                              Rights Agreement

                 Dated as of June 24, 1986, as Amended and
                        Restated as of June 27, 1995


                             Table of Contents

             Section                                         Page

             1.  Certain Definitions . . . . . . . . . . . .    2

             2.  Appointment of Rights Agent . . . . . . . .    9

             3.  Issue of Rights Certificates  . . . . . . .   10

             4.  Form of Rights Certificates . . . . . . . .   14

             5.  Countersignature and Registration . . . . .   16

             6.  Transfer, Split Up, Combination and
                  Exchange of Rights Certificates;
                  Mutilated, Destroyed, Lost or Stolen
                  Rights Certificates  . . . . . . . . . . .   18

             7.  Exercise of Rights; Purchase Price;
                  Expiration Date of Rights  . . . . . . . .   20

             8.  Cancellation and Destruction of Rights
                  Certificates . . . . . . . . . . . . . . .   27

             9.  Reservation and Availability of Capital
                  Stock  . . . . . . . . . . . . . . . . . .   27

             10.  Preferred Stock Record Date  . . . . . . .   31

             11.  Adjustment of Purchase Price, Number and
                  Kind of Shares or Number of Rights . . . .   33

             12.  Certificate of Adjusted Purchase Price or
                  Number of Shares . . . . . . . . . . . . .   57

             13.  Consolidation, Merger or Sale or Transfer
                  of Assets or Earning Power . . . . . . . .   57

             14.  Fractional Rights and Fractional Shares  .   64

             15.  Rights of Action . . . . . . . . . . . . .   67

             16.  Agreement of Rights Holders  . . . . . . .   68

             17.  Rights Certificate Holder Not Deemed a
                  Stockholder  . . . . . . . . . . . . . . .   70

             18.  Concerning the Rights Agent  . . . . . . .   71

             19.  Merger or Consolidation or Change of Name
                  of Rights Agent  . . . . . . . . . . . . .   72

             20.  Duties of Rights Agent . . . . . . . . . .   74

             21.  Change of Rights Agent . . . . . . . . . . . 79

             22.  Issuance of New Rights Certificates  . . .   81

             23.  Redemption and Termination . . . . . . . .   83

             24.  Notice of Certain Events . . . . . . . . .   89

             25.  Notices  . . . . . . . . . . . . . . . . .   91

             26.  Supplements and Amendments . . . . . . . .   92

             27.  Successors . . . . . . . . . . . . . . . .   94

             28.  Determinations and Actions by the Board of
                  Directors, etc.  . . . . . . . . . . . . .   94

             29.  Benefits of this Agreement . . . . . . . .   96

             30.  Severability . . . . . . . . . . . . . . .   96

             31.  Governing Law  . . . . . . . . . . . . . .   97

             32.  Counterparts . . . . . . . . . . . . . . .   97

             33.  Descriptive Headings . . . . . . . . . . .   98

             Exhibit A  --  Certificate of Designation,
                            Preferences and Rights

             Exhibit B  --  Form of Rights Certificate

             Exhibit C  -- Form of Summary of Rights


                               RIGHTS AGREEMENT

                    RIGHTS AGREEMENT (the "Agreement"), dated as of
          June 24, 1986, as amended and restated as of June 27,
          1995, between Great Western Financial Corporation, a
          Delaware corporation (the "Company"), and First Chicago
          Trust Company of New York (the "Rights Agent").

                             W I T N E S S E T H 

                    WHEREAS, on June 24, 1986 (the "Rights Dividend
          Declaration Date"), the Board of Directors of the Company
          (the "Board") authorized and declared a dividend
          distribution of one Right for each share of common stock,
          par value $1.00 per share, of the Company (the "Common
          Stock") outstanding at the close of business on July 14,
          1986 (the "Record Date"), and authorized the issuance of
          one Right (as such number may hereinafter be adjusted
          pursuant to the provisions of Section 11(p) hereof) for
          each share of Common Stock of the Company issued between
          the Record Date (whether originally issued or delivered
          from the Company's treasury) and the Distribution Date,
          each Right initially representing the right to purchase
          one one-hundredth of a share of Series A Junior
          Participating Preferred Stock of the Company having the
          rights, powers and preferences set forth in the form of
          Certificate of Designation, Preferences and Rights
          attached hereto as Exhibit A, upon the terms and subject
          to the conditions hereinafter set forth (the "Rights"); 

                    WHEREAS, on February 19, 1988, a First
          Amendment to the Rights Agreement was entered into
          between the Company and the rights agent thereunder; and

                    WHEREAS, on June 27, 1995, the Board approved
          certain additional amendments to this Rights Agreement
          and the execution of an amended and restated Rights
          Agreement reflecting all of the amendments previously
          made thereto;

                    NOW, THEREFORE, in consideration of the
          premises and the mutual agreements herein set forth, the
          parties hereby agree as follows: 

                    Section 1.  Certain Definitions.  For purposes
          of this Agreement, the following terms have the meanings
          indicated: 

                         (a)  "Acquiring Person" shall mean any
          Person who or which, together with all Affiliates and
          Associates of such Person, shall be the Beneficial Owner
          of 15% or more of the shares of Common Stock then
          outstanding, but shall not include (i) the Company, (ii)
          any Subsidiary of the Company, (iii) any employee benefit
          plan of the Company or of any Subsidiary of the Company,
          (iv) any Person or entity organized, appointed or
          established by the Company for or pursuant to the terms
          of any such plan or (v) any such Person who has reported
          or is required to report such ownership (but less than
          20%) on Schedule 13G under the Exchange Act (or any
          comparable or successor report) or on Schedule 13D under
          the Exchange Act (or any comparable or successor report)
          which Schedule 13G or 13D does not state any intention
          to, or reserve the right to, control or influence the
          management or policies of the Company or (with respect to
          any such Schedule 13D) engage in any of the actions
          specified in Item 4 of such Schedule (other than the
          disposition of the Common Stock) and who, within 10
          Business Days of being requested by the Company to advise
          it regarding the same, certifies to the Company that such
          Person acquired shares of Common Stock in excess of 14.9%
          inadvertently or without knowledge of the terms of the
          Rights and who, together with all Affiliates and
          Associates, thereafter does not acquire additional shares
          of Common Stock while the Beneficial Owner of 15% or more
          of the shares of Common Stock then outstanding; provided,
          however, that if the Person requested to so certify fails
          to do so within 10 Business Days, then such Person shall
          become an Acquiring Person immediately after such 10
          Business Day Period.

                         (b)  "Affiliate" and "Associate" shall
          have the respective meanings ascribed to such terms in
          Rule 12b-2 of the General Rules and Regulations under the
          Securities Exchange Act of 1934, as amended and in effect
          on the date of this Agreement (the "Exchange Act"). 

                         (c)  A Person shall be deemed the
          "Beneficial Owner" of, and shall be deemed to
          "beneficially own," any securities: 

                              (i)  which such Person or any of
               such Person's Affiliates or Associates,
               directly or indirectly, has the right to
               acquire (whether such right is exercisable
               immediately or only after the passage of time)
               pursuant to any agreement, arrangement or
               understanding (whether or not in writing) or
               upon the exercise of conversion rights,
               exchange rights, rights, warrants or options,
               or otherwise; provided, however, that a Person
               shall not be deemed the "Beneficial Owner" of,
               or to "beneficially own," (A) securities
               tendered pursuant to a tender or exchange offer
               made by such Person or any of such Person's
               Affiliates or Associates until such tendered
               securities are accepted for purchase or
               exchange, or (B) securities issuable upon
               exercise of Rights at any time prior to the
               occurrence of a Triggering Event, or (C)
               securities issuable upon exercise of Rights
               from and after the occurrence of a Triggering
               Event which Rights were acquired by such Person
               or any of such Person's Affiliates or
               Associates prior to the Distribution Date or
               pursuant to Section 3(a) or Section 22 hereof
               (the "Original Rights") or pursuant to Section
               11(i) hereof in connection with an adjustment
               made with respect to any Original Rights; 

                         (ii)  which such Person or any of
               such Person's Affiliates or Associates,
               directly or indirectly, has the right to vote
               or dispose of or has "beneficial ownership" of
               (as determined pursuant to Rule 13d-3 of the
               General Rules and Regulations under the
               Exchange Act), including pursuant to any
               agreement, arrangement or understanding,
               whether or not in writing; provided, however,
               that a Person shall not be deemed the
               "Beneficial Owner" of, or to "beneficially
               own," any security under this subparagraph (ii)
               as a result of an agreement, arrangement or
               understanding to vote such security if such
               agreement, arrangement or understanding:  (A)
               arises solely from a revocable proxy given in
               response to a public proxy or consent
               solicitation made pursuant to, and in
               accordance with, the applicable provisions of
               the General Rules and Regulations under the
               Exchange Act, and (B) is not also then
               reportable by such Person on Schedule 13D under
               the Exchange Act (or any comparable or
               successor report); or 

                         (iii)  which are beneficially owned,
               directly or indirectly, by any other Person (or
               any Affiliate or Associate thereof) with which
               such Person (or any of such Person's Affiliates
               or Associates) has any agreement, arrangement
               or understanding (whether or not in writing),
               for the purpose of acquiring, holding, voting
               (except pursuant to a revocable proxy as
               described in the proviso to subparagraph (ii)
               of this paragraph (c)) or disposing of any
               voting securities of the Company;

          provided, however, that nothing in this paragraph (c)
          shall cause a Person engaged in business as an
          underwriter of securities to be the "Beneficial Owner"
          of, or to "beneficially own," any securities acquired
          through such Person's participation in good faith in a
          firm commitment underwriting until the expiration of
          forty days after the date of such acquisition.

                         (d)  "Business Day" shall mean any day
          other than a Saturday, Sunday or a day on which banking
          institutions in the State of New York are authorized or
          obligated by law or executive order to close.

                         (e)  "Close of business" on any given date
          shall mean 5:00 P.M., New York City time, on such date;
          provided, however, that if such date is not a Business
          Day it shall mean 5:00 P.M., New York City time, on the
          next succeeding Business Day. 

                         (f)  "Common Stock" shall mean the common
          stock, par value $1.00 per share, of the Company, except
          that "Common Stock" when used with reference to any
          Person other than the Company shall mean the capital
          stock of such Person with the greatest voting power, or
          the equity securities or other equity interest having
          power to control or direct the management, of such
          Person. 

                         (g)  "Continuing Director" shall mean (i)
          any member of the Board, while such Person is a member of
          the Board, who is not an Acquiring Person, or an
          Affiliate or Associate of an Acquiring Person, or a
          representative of an Acquiring Person or of any such
          Affiliate or Associate, and was a member of the Board
          prior to the date of this Agreement, or (ii) any Person
          who subsequently becomes a member of the Board, while
          such Person is a member of the Board, who is not an
          Acquiring Person, or an Affiliate or Associate of an
          Acquiring Person, or a representative of an Acquiring
          Person or of any such Affiliate or Associate, if such
          Person's nomination for election or election to the Board
          is recommended or approved by a majority of the
          Continuing Directors.

                         (h)  "Person" shall mean any individual,
          firm, corporation, partnership or other entity. 

                         (i)  "Preferred Stock" shall mean shares
          of Series A Junior Participating Preferred Stock, par
          value $1.00 per share, of the Company and, to the extent
          that there are not a sufficient number of shares of
          Series A Junior Participating Preferred Stock authorized
          to permit the full exercise of the Rights, any other
          series of Preferred Stock, par value $0.01 per share, of
          the Company designated for such purpose containing terms
          substantially similar to the terms of the Series A Junior
          Participating Preferred Stock.

                         (j)  "Section 11(a)(ii) Event" shall mean
          any event described in Section 11(a)(ii) hereof. 

                         (k)  "Section 13 Event" shall mean any
          event described in clauses (x), (y) or (z) of Section
          13(a) hereof. 

                         (l)  "Stock Acquisition Date" shall mean
          the first date of public announcement (which, for
          purposes of this definition, shall include, without
          limitation, a report filed pursuant to Section 13(d)
          under the Exchange Act) by the Company or an Acquiring
          Person that an Acquiring Person has become such. 

                         (m)  "Subsidiary" shall mean, with
          reference to any Person, any corporation of which an
          amount of voting securities sufficient to elect at least
          a majority of the directors of such corporation is
          beneficially owned, directly or indirectly, by such
          Person, or otherwise controlled by such Person. 

                         (n)  "Triggering Event" shall mean any
          Section 11(a)(ii) Event or any Section 13 Event. 

                    Section 2.  Appointment of Rights Agent.  The
          Company hereby appoints the Rights Agent to act as agent
          for the Company and the holders of the Rights (who, in
          accordance with Section 3 hereof, shall prior to the
          Distribution Date also be the holders of the Common
          Stock) in accordance with the terms and conditions
          hereof, and the Rights Agent hereby accepts such
          appointment.  The Company may from time to time appoint
          such Co-Rights Agents as it may deem necessary or
          desirable. 

                    Section 3.  Issue of Rights Certificates.   

                         (a)  Until the earlier of (i) the close of
          business on the tenth business day after the Stock
          Acquisition Date (or, if the tenth business day after the
          Stock Acquisition Date occurs before the Record Date, the
          close of business on the Record Date), or (ii) the close
          of business on the tenth business day (or such later date
          as the Board shall determine, provided, however, that any
          lengthening of such date following the first occurrence
          of either of the events set forth in clauses (i) and (ii)
          of the first proviso to Section 23(a) hereof shall be
          effective only if there are Continuing Directors and
          shall require the concurrence of a majority of such
          Continuing Directors) after the date that a tender or
          exchange offer by any Person (other than the Company, any
          Subsidiary of the Company, any employee benefit plan of
          the Company or of any Subsidiary of the Company, or any
          Person or entity organized, appointed or established by
          the Company for or pursuant to the terms of any such
          plan) is first published or sent or given within the
          meaning of Rule 14d-2(a) of the General Rules and
          Regulations under the Exchange Act, if upon consummation
          thereof, such Person would be the Beneficial Owner of 15%
          or more of the shares of Common Stock then outstanding
          (the earlier of (i) and (ii) being herein referred to as
          the "Distribution Date"), (x) the Rights will be
          evidenced (subject to the provisions of paragraph (b) of
          this Section 3) by the certificates for the Common Stock
          registered in the names of the holders of the Common
          Stock (which certificates for Common Stock shall be
          deemed also to be certificates for Rights) and not by
          separate certificates, and (y) the Rights will be
          transferable only in connection with the transfer of the
          underlying shares of Common Stock (including a transfer
          to the Company).  As soon as practicable after the
          Distribution Date, the Rights Agent will send by
          first-class, insured, postage prepaid mail, to each
          record holder of the Common Stock as of the close of
          business on the Distribution Date, at the address of such
          holder shown on the records of the Company, one or more
          right certificates, in substantially the form of Exhibit
          B hereto (the "Rights Certificates"), evidencing one
          Right for each share of Common Stock so held, subject to
          adjustment as provided herein.  In the event that an
          adjustment in the number of Rights per share of Common
          Stock has been made pursuant to Section 11(p) hereof, at
          the time of distribution of the Right Certificates, the
          Company shall make the necessary and appropriate rounding
          adjustments (in accordance with Section 14(a) hereof) so
          that Rights Certificates representing only whole numbers
          of Rights are distributed and cash is paid in lieu of any
          fractional Rights.  As of and after the Distribution
          Date, the Rights will be evidenced solely by such Rights
          Certificates. 

                         (b)  As promptly as practicable following
          the Record Date, the Company will send a copy of a
          Summary of Rights, in substantially the form attached
          hereto as Exhibit C (the "Summary of Rights"), by
          first-class, postage prepaid mail, to each record holder
          of the Common Stock as of the close of business on the
          Record Date, at the address of such holder shown on the
          records of the Company.  With respect to certificates for
          the Common Stock outstanding as of the Record Date, until
          the Distribution Date, the Rights will be evidenced by
          such certificates for the Common Stock and the registered
          holders of the Common Stock shall also be the registered
          holders of the associated Rights.  Until the earlier of
          the Distribution Date or the Expiration Date (as such
          term is defined in Section 7 hereof), the transfer of any
          certificates representing shares of Common Stock in
          respect of which Rights have been issued shall also
          constitute the transfer of the Rights associated with
          such shares of Common Stock. 

                         (c)  Rights shall be issued in respect of
          all shares of Common Stock which are issued (whether
          originally issued or from the Company's treasury) after
          the Record Date but prior to the earlier of the
          Distribution Date or the Expiration Date.  Certificates
          representing such shares of Common Stock shall also be
          deemed to be certificates for Rights, and shall bear the
          following legend:

                         This certificate also evidences and
                    entitles the holder hereof to certain Rights as
                    set forth in the Rights Agreement between Great
                    Western Financial Corporation (the "Company")
                    and the rights agent thereunder (the "Rights
                    Agent"), as amended and restated as of June 27,
                    1995 (the "Rights Agreement"), the terms of
                    which are hereby incorporated herein by
                    reference and a copy of which is on file at the
                    principal offices of the Company.  Under
                    certain circumstances, as set forth in the
                    Rights Agreement, such Rights will be evidenced
                    by separate certificates and will no longer be
                    evidenced by this certificate.  The Company
                    will mail to the holder of this certificate a
                    copy of the Rights Agreement, as in effect on
                    the date of mailing, without charge promptly
                    after receipt of a written request therefor. 
                    Under certain circumstances set forth in the
                    Rights Agreement, Rights issued to, or held by,
                    any Person who is, was or becomes an Acquiring
                    Person or any Affiliate or Associates thereof
                    (as such terms are defined in the Rights
                    Agreement), whether currently held by or on
                    behalf of such Person or by any subsequent
                    holder, may become null and void. 

               With respect to such certificates containing the
               foregoing legend, until the earlier of (i) the
               Distribution Date or (ii) the Expiration Date, the Rights
               associated with the Common Stock represented by such
               certificates shall be evidenced by such certificates
               alone and registered holders of Common Stock shall also
               be the registered holders of the associated Rights, and
               the transfer of any of such certificates shall also
               constitute the transfer of the Rights associated with the
               Common Stock represented by such certificates.

                         Section 4.  Form of Rights Certificates. 

                              (a)  The Rights Certificates (and the
               forms of election to purchase and of assignment to be
               printed on the reverse thereof) shall each be
               substantially in the form set forth in Exhibit B hereto
               and may have such marks of identification or designation
               and such legends, summaries or endorsements printed
               thereon as the Company may deem appropriate and as are
               not inconsistent with the provisions of this Agreement,
               or as may be required to comply with any applicable law
               or with any rule or regulation made pursuant thereto or
               with any rule or regulation of any stock exchange on
               which the Rights may from time to time be listed, or to
               conform to usage.  Subject to the provisions of Section
               11 and Section 22
               hereof, the Rights Certificates, whenever distributed,
               shall be dated as of the Record Date and on their face
               shall entitle the holders thereof to purchase such number
               of one one-hundredths of a share of Preferred Stock as
               shall be set forth therein at the price set forth therein
               (such exercise price per one one-hundredth of a share,
               the "Purchase Price"), but the amount and type of
               securities purchasable upon the exercise of each Right
               and the Purchase Price thereof shall be subject to
               adjustment as provided herein. 

                              (b)  Any Rights Certificate issued
               pursuant to Section 3(a) or Section 22 hereof that
               represents Rights beneficially owned by:  (i) an
               Acquiring Person or any Associate or Affiliate of an
               Acquiring Person, (ii) a transferee of an Acquiring
               Person (or of any such Associate or Affiliate) who
               becomes a transferee after the Acquiring Person becomes
               such, or (iii) a transferee of an Acquiring Person (or of
               any such Associate or Affiliate) who becomes a transferee
               prior to or concurrently with the Acquiring Person
               becoming such and receives such Rights pursuant to either
               (A) a transfer (whether or not for consideration) from
               the Acquiring Person to holders of equity interests in
               such Acquiring Person, or to any Person with whom such
               Acquiring Person has any continuing agreement,
               arrangement or understanding regarding the transferred
               Rights or (B) a transfer which the Board has determined
               is part of a plan, arrangement or understanding which has
               as a primary purpose or effect avoidance of Section 7(e)
               hereof (provided, however, that following the first
               occurrence of either of the events set forth in clauses
               (i) and (ii) of the first proviso to Section 23(a)
               hereof, the determination described in this clause (B)
               shall be made by the vote of a majority of the Continuing
               Directors), and any Rights Certificate issued pursuant to
               Section 6 or Section 11 hereof upon transfer, exchange,
               replacement or adjustment of any other Rights Certificate
               referred to in this sentence, shall contain (to the
               extent feasible) the following legend: 

                    The Rights represented by this Rights
                    Certificate are or were beneficially owned by a
                    Person who was or became an Acquiring Person or
                    an Affiliate or Associate of an Acquiring
                    Person (as such terms are defined in the Rights
                    Agreement).  Accordingly, this Rights
                    Certificate and the Rights represented hereby
                    may become null and void in the circumstances
                    specified in Section 7(e) of such Agreement. 

                         Section 5.  Countersignature and Registration. 

                              (a)  The Rights Certificates shall be
               executed on behalf of the Company by its Chairman of the
               Board, its Vice Chairman, its President or any Vice
               President, either manually or by facsimile signature, and
               shall have affixed thereto the Company's seal or a
               facsimile thereof which shall be attested by the
               Secretary or an Assistant Secretary of the Company,
               either manually or by facsimile signature.  The Rights
               Certificates shall be manually countersigned by the
               Rights Agent and shall not be valid for any purpose
               unless so countersigned.  In case any officer of the
               Company who shall have signed any of the Rights
               Certificates shall cease to be such officer of the
               Company before countersignature by the Rights Agent and
               issuance and delivery by the Company, such Rights
               Certificates, nevertheless, may be countersigned by the
               Rights Agent and issued and delivered by the Company with
               the same force and effect as though the person who signed
               such Rights Certificates had not ceased to be such
               officer of the Company; and any Rights Certificates may
               be signed on behalf of the Company by any person who, at
               the actual date of the execution of such Rights
               Certificate, shall be a proper officer of the Company to
               sign such Rights Certificate, although at the date of the
               execution of this Rights Agreement any such person was
               not such an officer. 

                              (b)  Following the Distribution Date, the
               Rights Agent will keep or cause to be kept, at its
               principal office or offices designated as the appropriate
               place for surrender of Rights Certificates upon exercise
               or transfer, books for registration and transfer of the
               Rights Certificates issued hereunder.  Such books shall
               show the names and addresses of the respective holders of
               the Rights Certificates, the number of Rights evidenced
               on its face by each of the Rights Certificates, the
               certificate number of each of the Rights Certificates and
               the date of each of the Rights Certificates. 

                         Section 6.  Transfer, Split Up, Combination and
               Exchange of Rights Certificates; Mutilated, Destroyed,
               Lost or Stolen Rights Certificates.  (a)  Subject to the
               provisions of Section 4(b), Section 7(e) and Section 14
               hereof, at any time after the close of business on the
               Distribution Date, and at or prior to the close of
               business on the Expiration Date, any Rights Certificate
               or Certificates may be transferred, split up, combined or
               exchanged for another Rights Certificate or Certificates,
               entitling the registered holder to purchase a like number
               of one one-hundredths of a share of Preferred Stock (or,
               following a Triggering Event, Common Stock, other
               securities, cash or other assets, as the case may be) as
               the Rights Certificate or Certificates surrendered then
               entitled such holder (or former holder in the case of a
               transfer) to purchase.  Any registered holder desiring to
               transfer, split up, combine or exchange any Rights
               Certificate or Certificates shall make such request in
               writing delivered to the Rights Agent, and shall
               surrender the Rights Certificate or Certificates to be
               transferred, split up, combined or exchanged at the
               principal office or offices of the Rights Agent
               designated for such purpose.  Neither the Rights Agent
               nor the Company shall be obligated to take any action
               whatsoever with respect to the transfer of any such
               surrendered Rights Certificate until the registered
               holder shall have completed and signed the certificate
               contained in the form of assignment on the reverse side
               of such Rights Certificate and shall have provided such
               additional evidence of the identity of the Beneficial
               Owner (or former Beneficial Owner) or Affiliates or
               Associates thereof as the Company shall reasonably
               request.  Thereupon the Rights Agent shall, subject to
               Section 4(b), Section 7(e) and Section 14 hereof,
               countersign and deliver to the Person entitled thereto a
               Rights Certificate or Rights Certificates, as the case
               may be, as so requested.  The Company may require payment
               of a sum sufficient to cover any tax or governmental
               charge that may be imposed in connection with any
               transfer, split up, combination or exchange of Rights
               Certificates. 

                              (b)  Upon receipt by the Company and the
               Rights Agent of evidence reasonably satisfactory to them
               of the loss, theft, destruction or mutilation of a Rights
               Certificate, and, in case of loss, theft or destruction,
               of indemnity or security reasonably satisfactory to them,
               and reimbursement to the Company and the Rights Agent of
               all reasonable expenses incidental thereto, and upon
               surrender to the Rights Agent and cancellation of the
               Rights Certificate if mutilated, the Company will execute
               and deliver a new Rights Certificate of like tenor to the
               Rights Agent for countersignature and delivery to the
               registered owner in lieu of the Rights Certificate so
               lost, stolen, destroyed or mutilated. 

                         Section 7.  Exercise of Rights; Purchase Price;
               Expiration Date of Rights.  (a)  Subject to Section 7(e)
               hereof, the registered holder of any Rights Certificate
               may exercise the Rights evidenced thereby (except as
               otherwise provided herein including, without limitation,
               the restrictions on exercisability set forth in Section
               9(c), Section 11(a)(iii) and Section 23(a) hereof) in
               whole or in part at any time after the Distribution Date
               upon surrender of the Rights Certificate, with the form
               of election to purchase and the certificate on the
               reverse side thereof duly executed, to the Rights Agent
               at the principal office or offices of the Rights Agent
               designated for such purpose, together with payment of the
               aggregate Purchase Price with respect to the total number
               of one one-hundredths of a share (or other securities,
               cash or other assets, as the case may be) as to which
               such surrendered Rights are then exercisable, at or prior
               to the earlier of (i) the close of business on July 14,
               1996 (the "Final Expiration Date"), or (ii) the time at
               which the Rights are redeemed as provided in Section 23
               hereof (the earlier of (i) and (ii) being herein referred
               to as the "Expiration Date"). 

                              (b)  The Purchase Price for each one
               one-hundredth of a share of Preferred Stock pursuant to
               the exercise of a Right shall initially be $175, and
               shall be subject to adjustment from time to time as
               provided in Sections 11 and 13(a) hereof and shall be
               payable in accordance with paragraph (c) below. 

                              (c)  Upon receipt of a Rights Certificate
               representing exercisable Rights, with the form of
               election to purchase and the certificate duly executed,
               accompanied by payment, with respect to each Right so
               exercised, of the Purchase Price per one one-hundredth of
               a share of Preferred Stock (or other shares, securities,
               cash or other assets, as the case may be) to be purchased
               as set forth below and an amount equal to any applicable
               transfer tax, the Rights Agent shall, subject to Section
               20(k) hereof, thereupon promptly (i) (A) requisition from
               any transfer agent of the shares of Preferred Stock (or
               make available, if the Rights Agent is the transfer agent
               for such shares) certificates for the total number of one
               one-hundredths of a share of Preferred Stock to be
               purchased and the Company hereby irrevocably authorizes
               its transfer agent to comply with all such requests, or
               (B) if the Company shall have elected to deposit the
               total number of shares of Preferred Stock issuable upon
               exercise of the Rights hereunder with a depositary agent,
               requisition from the depositary agent depositary receipts
               representing such number of one one-hundredths of a share
               of Preferred Stock as are to be purchased (in which case
               certificates for the shares of Preferred Stock
               represented by such receipts shall be deposited by the
               transfer agent with the depositary agent) and the Company
               will direct the depositary agent to comply with such
               request, (ii) requisition from the Company the amount of
               cash, if any, to be paid in lieu of fractional shares in
               accordance with Section 14 hereof, (iii) after receipt of
               such certificates or depositary receipts, cause the same
               to be delivered to or upon the order of the registered
               holder of such Rights Certificate, registered in such
               name or names as may be designated by such holder, and
               (iv) after receipt thereof, deliver such cash, if any, to
               or upon the order of the registered holder of such Rights
               Certificate.  The payment of the Purchase Price (as such
               amount may be reduced pursuant to Section 11(a)(iii)
               hereof) shall be made in cash or by certified check, bank
               check, bank draft or money order payable to the order of
               the Company.  In the event that the Company is obligated
               to issue other securities (including Common Stock) of the
               Company, pay cash and/or distribute other property
               pursuant to Section 11(a) hereof, the Company will make
               all arrangements necessary so that such other securities,
               cash and/or other property are available for distribution
               by the Rights Agent, if and when appropriate.  The
               Company reserves the right to require prior to the
               occurrence of a Triggering Event that, upon any exercise
               of Rights, a number of Rights be exercised so that only
               whole shares of Preferred Stock be issued.  In addition,
               if the Company shall determine that a registration
               statement is required following the Distribution Date,
               the Company may, subject to the provisions of Section
               9(c) hereof, temporarily suspend the exercisability of
               the Rights until such time as a registration statement
               has been declared effective. Notwithstanding any
               provision of this Agreement to the contrary, the Rights
               shall not be exercisable in any jurisdiction if the
               requisite qualification in such jurisdiction shall not
               have been obtained, the exercise thereof shall not be
               permitted under applicable law or a registration
               statement shall not have been declared effective. 

                              (d)  In case the registered holder of any
               Rights Certificate shall exercise less than all the
               Rights evidenced thereby, a new Rights Certificate
               evidencing Rights equivalent to the Rights remaining
               unexercised shall be issued by the Rights Agent and
               delivered to, or upon the order of, the registered holder
               of such Rights Certificate, registered in such name or
               names as may be designated by such holder, subject to the
               provisions of Section 14 hereof. 

                              (e)  Notwithstanding anything in this
               Agreement to the contrary, from and after the first
               occurrence of a Section 11(a)(ii) Event, any Rights
               beneficially owned by (i) an Acquiring Person or an
               Associate or Affiliate of an Acquiring Person, (ii) a
               transferee of an Acquiring Person (or of any such
               Associate or Affiliate) who becomes a transferee after
               such Acquiring Person becomes such, or (iii) a transferee
               of such Acquiring Person (or of any such Associate or
               Affiliate) who becomes a transferee prior to or
               concurrently with such Acquiring Person becoming such and
               receives such Rights pursuant to either (A) a transfer
               (whether or not for consideration) from such Acquiring
               Person to holders of equity interests in such Acquiring
               Person or to any Person with whom such Acquiring Person
               has any continuing agreement, arrangement or
               understanding regarding the transferred Rights or (B) a
               transfer which the Board has determined is part of a
               plan, arrangement or understanding which has as a primary
               purpose or effect the avoidance of this Section 7(e)
               (provided, however, that following the first occurrence
               of either of the events set forth in clauses (i) and (ii)
               of the first proviso to Section 23(a) hereof, the
               determination described in this clause (B) shall be made
               by the vote of a majority of the Continuing Directors),
               shall become null and void without any further action and
               no holder of such Rights shall have any rights whatsoever
               with respect to such Rights, whether under any provision
               of this Agreement or otherwise.  The Company shall use
               all reasonable efforts to insure that the provisions of
               this Section 7(e) and Section 4(b) hereof are complied
               with, but shall have no liability to any holder of Rights
               Certificates or other Person as a result of its failure
               to make any determinations with respect to an Acquiring
               Person or its Affiliates, Associates or transferees
               hereunder. 

                              (f)  Notwithstanding anything in this
               Agreement to the contrary, neither the Rights Agent nor
               the Company shall be obligated to undertake any action
               with respect to a registered holder upon the occurrence
               of any purported exercise as set forth in this Section 7
               unless such registered holder shall have (i) completed
               and signed the certificate contained in the form of
               election to purchase set forth on the reverse side of the
               Rights Certificate surrendered for such exercise, and
               (ii) provided such additional evidence of the identity of
               the Beneficial Owner (or former Beneficial Owner) or
               Affiliates or Associates thereof as the Company shall
               reasonably request. 

                         Section 8.  Cancellation and Destruction of
               Rights Certificates.  All Rights Certificates surrendered
               for the purpose of exercise, transfer, split up,
               combination or exchange shall, if surrendered to the
               Company or any of its agents, be delivered to the Rights
               Agent for cancellation or in cancelled form, or, if
               surrendered to the Rights Agent, shall be cancelled by
               it, and no Rights Certificates shall be issued in lieu
               thereof except as expressly permitted by any of the
               provisions of this Agreement.  The Company shall deliver
               to the Rights Agent for cancellation and retirement, and
               the Rights Agent shall so cancel and retire, any other
               Rights Certificate purchased or acquired by the Company
               otherwise than upon the exercise thereof.  The Rights
               Agent shall deliver all cancelled Rights Certificates to
               the Company, or shall, at the written request of the
               Company, destroy such cancelled Rights Certificates, and
               in such case shall deliver a certificate of destruction
               thereof to the Company. 

                         Section 9.  Reservation and Availability of
               Capital Stock.  (a)  The Company covenants and agrees
               that it will cause to be reserved and kept available out
               of its authorized and unissued shares of Preferred Stock
               (and, following the occurrence of a Triggering Event, out
               of its authorized and unissued shares of Common Stock
               and/or other securities or out of its authorized and
               issued shares held in its treasury), the number of shares
               of Preferred Stock (and, following the occurrence of a
               Triggering Event, Common Stock and/or other securities)
               that, as provided in this Agreement including Section
               11(a)(iii) hereof, will be sufficient to permit the
               exercise in full of all outstanding Rights. 

                              (b)  So long as the shares of Preferred
               Stock (and, following the occurrence of a Triggering
               Event, Common Stock and/or other securities) issuable and
               deliverable upon the exercise of the Rights may be listed
               on any national securities exchange, the Company shall
               use its best efforts to cause, from and after such time
               as the Rights become exercisable, all shares reserved for
               such issuance to be listed on such exchange upon official
               notice of issuance upon such exercise. 

                              (c)  The Company shall use its best
               efforts to (i) file, as soon as practicable following the
               earliest date after the first occurrence of a Section
               11(a)(ii) Event on which the consideration to be
               delivered by the Company upon exercise of the Rights has
               been determined in accordance with Section 11(a)(iii)
               hereof, or as soon as is required by law following the
               Distribution Date, as the case may be, a registration
               statement under the Securities Act of 1933 (the "Act"),
               with respect to the securities purchasable upon exercise
               of the Rights on an appropriate form, (ii) cause such
               registration statement to become effective as soon as
               practicable after such filing, and (iii) cause such
               registration statement to remain effective (with a
               prospectus at all times meeting the requirements of the
               Act) until the earlier of (A) the date as of which the
               Rights are no longer exercisable for such securities, and
               (B) the date of the expiration of the Rights.  The
               Company will also take such action as may be appropriate
               under, or to ensure compliance with, the securities or
               "blue sky" laws of the various states in connection with
               the exercisability of the Rights.  The Company may
               temporarily suspend, for a period of time not to exceed
               ninety (90) days after the date set forth in clause (i)
               of the first sentence of this Section 9(c), the
               exercisability of the Rights in order to prepare and file
               such registration statement and permit it to become
               effective.  Upon any such suspension, the Company shall
               issue a public announcement stating that the
               exercisability of the Rights has been temporarily
               suspended, as well as a public announcement at such time
               as the suspension is no longer in effect.  In addition,
               if the Company shall determine that a registration
               statement is required following the Distribution Date,
               the Company may temporarily suspend the exercisability of
               the Rights until such time as a registration statement
               has been declared effective.  Notwithstanding any
               provision of this Agreement to the contrary, the Rights
               shall not be exercisable in any jurisdiction if the
               requisite qualification in such jurisdiction shall not
               have been obtained, the exercise thereof shall not be
               permitted under applicable law or a registration
               statement shall not have been declared effective. 

                              (d)  The Company covenants and agrees that
               it will take all such action as may be necessary to
               ensure that all one one-hundredths of a share of
               Preferred Stock (and, following the occurrence of a
               Triggering Event, Common Stock and/or other securities)
               delivered upon exercise of Rights shall, at the time of
               delivery of the certificates for such shares (subject to
               payment of the Purchase Price), be duly and validly
               authorized and issued and fully paid and nonassessable. 

                              (e)  The Company further covenants and
               agrees that it will pay when due and payable any and all
               federal and state transfer taxes and charges which may be
               payable in respect of the issuance or delivery of the
               Rights Certificates and of any certificates for a number
               of one one-hundredths of a share of Preferred Stock (or
               Common Stock and/or other securities, as the case may be)
               upon the exercise of Rights.  The Company shall not,
               however, be required to pay any transfer tax which may be
               payable in respect of any transfer or delivery of Rights
               Certificates to a Person other than, or the issuance or
               delivery of a number of one one-hundredths of a share of
               Preferred Stock (or Common Stock and/or other securities,
               as the case may be) in respect of a name other than that
               of, the registered holder of the Rights Certificates
               evidencing Rights surrendered for exercise or to issue or
               deliver any certificates for a number of one
               one-hundredths of a share of Preferred Stock (or Common
               Stock and/or other securities, as the case may be) in a
               name other than that of the registered holder upon the
               exercise of any Rights until such tax shall have been
               paid (any such tax being payable by the holder of such
               Rights Certificate at the time of surrender) or until it
               has been established to the Company's satisfaction that
               no such tax is due. 

                         Section 10.  Preferred Stock Record Date.  Each
               person in whose name any certificate for a number of one
               one-hundredths of a share of Preferred Stock (or Common
               Stock and/or other securities, as the case may be) is
               issued upon the exercise of Rights shall for all purposes
               be deemed to have become the holder of record of such
               fractional shares of Preferred Stock (or Common Stock
               and/or other securities, as the case may be) represented
               thereby on, and such certificate shall be dated, the date
               upon which the Rights Certificate evidencing such Rights
               was duly surrendered and payment of the Purchase Price
               (and all applicable transfer taxes) was made; provided,
               however, that if the date of such surrender and payment
               is a date upon which the Preferred Stock (or Common Stock
               and/or other securities, as the case may be) transfer
               books of the Company are closed, such Person shall be
               deemed to have become the record holder of such shares
               (fractional or otherwise) on, and such certificate shall
               be dated, the next succeeding Business Day on which the
               Preferred Stock (or Common Stock and/or other securities,
               as the case may be) transfer books of the Company are
               open.  Prior to the exercise of the Rights evidenced
               thereby, the holder of a Rights Certificate shall not be
               entitled to any rights of a stockholder of the Company
               with respect to shares for which the Rights shall be
               exercisable, including, without limitation, the right to
               vote, to receive dividends or other distributions or to
               exercise any preemptive rights, and shall not be entitled
               to receive any notice of any proceedings of the Company,
               except as provided herein. 

                         Section 11.  Adjustment of Purchase Price,
               Number and Kind of Shares or Number of Rights.  The
               Purchase Price, the number and kind of shares covered by
               each Right and the number of Rights outstanding are
               subject to adjustment from time to time as provided in
               this Section 11. 

                                   (a)(i)  In the event the Company
                    shall at any time after the date of this
                    Agreement (A) declare a dividend on the
                    Preferred Stock payable in shares of Preferred
                    Stock, (B) subdivide the outstanding Preferred
                    Stock, (C) combine the outstanding Preferred
                    Stock into a smaller number of shares, or (D)
                    issue any shares of its capital stock in a
                    reclassification of the Preferred Stock
                    (including any such reclassification in
                    connection with a consolidation or merger in
                    which the Company is the continuing or
                    surviving corporation), except as otherwise
                    provided in this Section 11(a) and Section 7(e)
                    hereof, the Purchase Price in effect at the
                    time of the record date for such dividend or of
                    the effective date of such subdivision,
                    combination or reclassification, and the number
                    and kind of shares of Preferred Stock or
                    capital stock, as the case may be, issuable on
                    such date, shall be proportionately adjusted so
                    that the holder of any Right exercised after
                    such time shall be entitled to receive, upon
                    payment of the Purchase Price then in effect,
                    the aggregate number and kind of shares of
                    Preferred Stock or capital stock, as the case
                    may be, which, if such Right had been exercised
                    immediately prior to such date and at a time
                    when the Preferred Stock transfer books of the
                    Company were open, he would have owned upon
                    such exercise and been entitled to receive by
                    virtue of such dividend, subdivision,
                    combination or reclassification.  If an event
                    occurs which would require an adjustment under
                    both this Section 11(a)(i) and Section
                    11(a)(ii) hereof, the adjustment provided for
                    in this Section 11(a)(i) shall be in addition
                    to, and shall be made prior to, any adjustment
                    required pursuant to Section 11(a)(ii) hereof.

                              (ii)  In the event that any Person
                    (other than the Company, any Subsidiary of the
                    Company, any employee benefit plan of the
                    Company or of any Subsidiary of the Company, or
                    any Person or entity organized, appointed or
                    established by the Company for or pursuant to
                    the terms of any such plan), alone or together
                    with its Affiliates and Associates, shall, at
                    any time after the Rights Dividend Declaration
                    Date, become the Beneficial Owner of 15% or
                    more of the shares of Common Stock then
                    outstanding, unless the event causing the 15%
                    threshold to be crossed is a transaction set
                    forth in Section 13(a) hereof, or is an
                    acquisition of shares of Common Stock pursuant
                    to a tender offer or an exchange offer for all
                    outstanding shares of Common Stock at a price
                    and on terms determined by at least a majority
                    of the members of the Board who are not
                    officers of the Company and who are not
                    representatives, nominees, Affiliates or
                    Associates of an Acquiring Person, after
                    receiving advice from one or more investment
                    banking firms, to be (a) at a price which is
                    fair to the Company's stockholders (taking into
                    account all factors which such members of the
                    Board deem relevant including, without
                    limitation, prices which could reasonably be
                    achieved if the Company or its assets were sold
                    on an orderly basis designed to realize maximum
                    value) and (b) otherwise in the best interests
                    of the Company and its stockholders
                    (hereinafter a "Qualifying Offer"), then,
                    promptly following the occurrence of any event
                    described in Section 11(a)(ii) hereof, proper
                    provision shall be made so that each holder of
                    a Right (except as provided below and in
                    Section 7(e) hereof) shall thereafter have the
                    right to receive, upon exercise thereof at the
                    then current Purchase Price in accordance with
                    the terms of this Agreement, in lieu of a
                    number of one one-hundredths of a share of
                    Preferred Stock, such number of shares of
                    Common Stock of the Company as shall equal the
                    result obtained by (x) multiplying the then
                    current Purchase Price by the then number of
                    one one-hundredths of a share of Preferred
                    Stock for which a Right was exercisable
                    immediately prior to the first occurrence of a
                    Section 11(a)(ii) Event, and (y) dividing that
                    product (which, following such first
                    occurrence, shall thereafter be referred to as
                    the "Purchase Price" for each Right and for all
                    purposes of this Agreement) by 50% of the
                    current market price (determined pursuant to
                    Section 11(d) hereof) per share of Common Stock
                    on the date of such first occurrence (such
                    number of shares, the "Adjustment Shares"). 

                              (iii)  In the event that the number
                    of shares of Common Stock which are authorized
                    by the Company's certificate of incorporation
                    but not outstanding or reserved for issuance
                    for purposes other than upon exercise of the
                    Rights are not sufficient to permit the
                    exercise in full of the Rights in accordance
                    with the foregoing subparagraph (ii) of this
                    Section 11(a), the Company shall (A) determine
                    the excess of (1) the value of the Adjustment
                    Shares issuable upon the exercise of a Right
                    (the "Current Value") over (2) the Purchase
                    Price (such excess, the "Spread"), and (B) with
                    respect to each Right (subject to Section 7(e)
                    hereof), make adequate provision to substitute
                    for the Adjustment Shares, upon the exercise of
                    a Right and payment of the applicable Purchase
                    Price, (1) cash, (2) a reduction in the
                    Purchase Price, (3) Common Stock or other
                    equity securities of the Company (including,
                    without limitation, shares, or units of shares,
                    of preferred stock which the Board has deemed
                    to have the same value as shares of Common
                    Stock (such shares of preferred stock being
                    referred to as "common stock equivalents")),
                    (4) debt securities of the Company, (5) other
                    assets, or (6) any combination of the
                    foregoing, having an aggregate value equal to
                    the Current Value, where such aggregate value
                    has been determined by the Board based upon the
                    advice of a nationally recognized investment
                    banking firm selected by the Board; provided,
                    however, that if the Company shall not have
                    made adequate provision to deliver value
                    pursuant to clause (B) above within thirty (30)
                    days following the later of (x) the first
                    occurrence of a Section 11(a)(ii) Event and (y)
                    the date on which the Company's right of
                    redemption pursuant to Section 23(a) expires
                    (the later of (x) and (y) being referred to
                    herein as the "Section 11(a)(ii) Trigger
                    Date"), then the Company shall be obligated to
                    deliver, upon the surrender for exercise of a
                    Right and without requiring payment of the
                    Purchase Price, shares of Common Stock (to the
                    extent available) and then, if necessary, cash,
                    which shares and/or cash have an aggregate
                    value equal to the Spread.  If the Board shall
                    determine in good faith that it is likely that
                    sufficient additional shares of Common Stock
                    could be authorized for issuance upon exercise
                    in full of the Rights, the thirty (30) day
                    period set forth above may be extended to the
                    extent necessary, but not more than ninety (90)
                    days after the Section 11(a)(ii) Trigger Date,
                    in order that the Company may seek shareholder
                    approval for the authorization of such
                    additional shares (such period, as it may be
                    extended, the "Substitution Period").  To the
                    extent that the Company determines that some
                    action need be taken pursuant to the first
                    and/or second sentences of this Section
                    11(a)(iii), the Company (x) shall provide,
                    subject to Section 7(e) hereof, that such
                    action shall apply uniformly to all outstanding
                    Rights, and (y) may suspend the exercisability
                    of the Rights until the expiration of the
                    Substitution Period in order to seek any
                    authorization of additional shares and/or to
                    decide the appropriate form of distribution to
                    be made pursuant to such first sentence and to
                    determine the value thereof.  In the event of
                    any such suspension, the Company shall issue a
                    public announcement stating that the
                    exercisability of the Rights has been
                    temporarily suspended, as well as a public
                    announcement at such time as the suspension is
                    no longer in effect.  For purposes of this
                    Section 11(a)(iii), the value of the Common
                    Stock shall be the current market price (as
                    determined pursuant to Section 11(d) hereof)
                    per share of the Common Stock on the Section
                    11(a)(ii) Trigger Date and the value of any
                    "common stock equivalent" shall be deemed to
                    have the same value as the Common Stock on such
                    date.  Notwithstanding the foregoing provisions
                    of this subparagraph (iii), in the event that,
                    pursuant to this subparagraph (iii), upon the
                    exercise of the Rights the Company shall be
                    required to deliver value in any form other
                    than shares of Common Stock, such value shall
                    be delivered only to the extent and at the time
                    that, if required, the approval by appropriate
                    financial regulatory authorities with
                    supervisory jurisdiction over the Company and
                    its financial Subsidiaries of such delivery of
                    such value shall have been obtained.

                              (b)  In case the Company shall fix a
               record date for the issuance of rights, options or
               warrants to all holders of Preferred Stock entitling them
               to subscribe for or purchase (for a period expiring
               within  forty-five (45) calendar days after such record
               date) Preferred Stock (or shares having the same rights,
               privileges and preferences as the shares of Preferred
               Stock ("equivalent preferred stock")) or securities
               convertible into Preferred Stock or equivalent preferred
               stock at a price per share of Preferred Stock or per
               share of equivalent preferred stock (or having a
               conversion price per share, if a security convertible
               into Preferred Stock or equivalent preferred stock) less
               than the current market price (as determined pursuant to
               Section 11(d) hereof) per share of Preferred Stock on
               such record date, the Purchase Price to be in effect
               after such record date shall be determined by multiplying
               the Purchase Price in effect immediately prior to such
               record date by a fraction, the numerator of which shall
               be the number of shares of Preferred Stock outstanding on
               such record date, plus the number of shares of Preferred
               Stock which the aggregate offering price of the total
               number of shares of Preferred Stock and/or equivalent
               preferred stock so to be offered (and/or the aggregate
               initial conversion price of the convertible securities so
               to be offered) would purchase at such current market
               price, and the denominator of which shall be the number
               of shares of Preferred Stock outstanding on such record
               date, plus the number of additional shares of Preferred
               Stock and/or equivalent preferred stock to be offered for
               subscription or purchase (or into which the convertible
               securities so to be offered are initially convertible). 
               In case such subscription price may be paid by delivery
               of consideration part or all of which may be in a form
               other than cash, the value of such consideration shall be
               as determined in good faith by the Board, whose
               determination shall be described in a statement filed
               with the Rights Agent and shall be binding on the Rights
               Agent and the holders of the Rights.  Shares of Preferred
               Stock owned by or held for the account of the Company
               shall not be deemed outstanding for the purpose of any
               such computation.  Such adjustment shall be made
               successively whenever such a record date is fixed, and in
               the event that such rights or warrants are not so issued,
               the Purchase Price shall be adjusted to be the Purchase
               Price which would then be in effect if such record date
               had not been fixed. 

                              (c)  In case the Company shall fix a
               record date for a distribution to all holders of
               Preferred Stock (including any such distribution made in
               connection with a consolidation or merger in which the
               Company is the continuing corporation) of evidences of
               indebtedness, cash (other than a regular quarterly cash
               dividend out of the earnings or retained earnings of the
               Company), assets (other than a dividend payable in
               Preferred Stock, but including any dividend payable in
               stock other than Preferred Stock) or subscription rights
               or warrants (excluding those referred to in Section 11(b)
               hereof), the Purchase Price to be in effect after such
               record date shall be determined by multiplying the
               Purchase Price in effect immediately prior to such record
               date by a fraction, the numerator of which shall be the
               current market price (as determined pursuant to Section
               11(d) hereof) per share of Preferred Stock on such record
               date, less the fair market value (as determined in good
               faith by the Board of Directors of the Company, whose
               determination shall be described in a statement filed
               with the Rights Agent) of the portion of the cash, assets
               or evidences of indebtedness so to be distributed or of
               such subscription rights or warrants applicable to a
               share of Preferred Stock and the denominator of which
               shall be such current market price (as determined
               pursuant to Section 11(d) hereof) per share of Preferred
               Stock.  Such adjustments shall be made successively
               whenever such a record date is fixed, and in the event
               that such distribution is not so made, the Purchase Price
               shall be adjusted to be the Purchase Price which would
               have been in effect if such record date had not been
               fixed. 

                              (d)(i)  For the purpose of any computation
               hereunder, other than computations made pursuant to
               Section 11(a)(iii) hereof, the "current market price" per
               share of Common Stock on any date shall be deemed to be
               the average of the daily closing prices per share of such
               Common Stock for the thirty (30) consecutive Trading Days
               (as such term is hereinafter defined) immediately prior
               to such date, and for purposes of computations made
               pursuant to Section 11(a)(iii) hereof, the "current
               market price" per share of Common Stock on any date shall
               be deemed to be the average of the daily closing prices
               per share of such Common Stock for the ten (10)
               consecutive Trading Days immediately following such date;
               provided, however, that in the event that the current
               market price per share of the Common Stock is determined
               during a period following the announcement by the issuer
               of such Common Stock of (A) a dividend or distribution on
               such Common Stock payable in shares of such Common Stock
               or securities convertible into shares of such Common
               Stock (other than the Rights), or (B) any subdivision,
               combination or reclassification of such Common Stock, and
               prior to the expiration of the requisite thirty (30)
               Trading Day or ten (10) Trading Day period, as set forth
               above, after the ex-dividend date for such dividend or
               distribution, or the record date for such subdivision,
               combination or reclassification, then, and in each such
               case, the "current market price" shall be properly
               adjusted to take into account ex-dividend trading.  The
               closing price for each day shall be the last sale price,
               regular way, or, in case no such sale takes place on such
               day, the average of the closing bid and asked prices,
               regular way, in either case as reported in the principal
               consolidated transaction reporting system with respect to
               securities listed or admitted to trading on the New York
               Stock Exchange or, if the shares of Common Stock are not
               listed or admitted to trading on the New York Stock
               Exchange, as reported in the principal consolidated
               transaction reporting system with respect to securities
               listed on the principal national securities exchange on
               which the shares of Common Stock are listed or admitted
               to trading or, if the shares of Common Stock are not
               listed or admitted to trading on any national securities
               exchange, the last quoted price or, if not so quoted, the
               average of the high bid and low asked prices in the
               over-the-counter market, as reported by the National
               Association of Securities Dealers, Inc. Automated
               Quotation System ("NASDAQ") or such other system then in
               use, or, if on any such date the shares of Common Stock
               are not quoted by any such organization, the average of
               the closing bid and asked prices as furnished by a
               professional market maker making a market in the Common
               Stock selected by the Board.  If on any such date no
               market maker is making a market in the Common Stock, the
               fair value of such shares on such date as determined in
               good faith by the Board shall be used.  The term "Trading
               Day" shall mean a day on which the principal national
               securities exchange on which the shares of Common Stock
               are listed or admitted to trading is open for the
               transaction of business or, if the shares of Common Stock
               are not listed or admitted to trading on any national
               securities exchange, a Business Day.  If the Common Stock
               is not publicly held or not so listed or traded, "current
               market price" per share shall mean the fair value per
               share as determined in good faith by the Board, whose
               determination shall be described in a statement filed
               with the Rights Agent and shall be conclusive for all
               purposes. 

                              (ii)  For the purpose of any computation
               hereunder, the "current market price" per share of
               Preferred Stock shall be determined in the same manner as
               set forth above for the Common Stock in clause (i) of
               this Section 11(d) (other than the last sentence
               thereof).  If the "current market price" per share of
               Preferred Stock cannot be determined in the manner
               provided above or if the Preferred Stock is not publicly
               held or listed or traded in a manner described in clause
               (i) of this Section 11(d), the "current market price" per
               share of Preferred Stock shall be conclusively deemed to
               be an amount equal to 100 (as such number may be
               appropriately adjusted for such events as stock splits,
               stock dividends and recapitalizations with respect to the
               Common Stock occurring after the date of this Agreement)
               multiplied by the current market price per share of the
               Common Stock.  If neither the Common Stock nor the
               Preferred Stock is publicly held or so listed or traded,
               "current market price" per share of the Preferred Stock
               shall mean the fair value per share as determined in good
               faith by the Board, whose determination shall be
               described in a statement filed with the Rights Agent and
               shall be conclusive for all purposes.  For all purposes
               of this Agreement, the "current market price" of one one-
               hundredth of a share of Preferred Stock shall be equal to
               the "current market price" of one share of Preferred
               Stock divided by 100. 

                              (e)  Anything herein to the contrary
               notwithstanding, no adjustment in the Purchase Price
               shall be required unless such adjustment would require an
               increase or decrease of at least one percent (1%) in the
               Purchase Price; provided, however, that any adjustments
               which by reason of this Section 11(e) are not required to
               be made shall be carried forward and taken into account
               in any subsequent adjustment.  All calculations under
               this Section 11 shall be made to the nearest cent or to
               the nearest ten-thousandth of a share of Common Stock or
               other share or one-millionth of a share of Preferred
               Stock, as the case may be.  Notwithstanding the first
               sentence of this Section 11(e), any adjustment required
               by this Section 11 shall be made no later than the
               earlier of (i) three (3) years from the date of the
               transaction which mandates such adjustment, or (ii) the
               Expiration Date. 

                              (f)  If as a result of an adjustment made
               pursuant to Section 11(a)(ii) or Section 13(a) hereof,
               the holder of any Right thereafter exercised shall become
               entitled to receive any shares of capital stock other
               than Preferred Stock, thereafter the number of such other
               shares so receivable upon exercise of any Right and the
               Purchase Price thereof shall be subject to adjustment
               from time to time in a manner and on terms as nearly
               equivalent as practicable to the provisions with respect
               to the Preferred Stock contained in Sections 11(a), (b),
               (c), (e), (g), (h), (i), (j), (k) and (m), and the
               provisions of Sections 7, 9, 10, 13 and 14 hereof with
               respect to the Preferred Stock shall apply on like terms
               to any such other shares. 

                              (g)  All Rights originally issued by the
               Company subsequent to any adjustment made to the Purchase
               Price hereunder shall evidence the right to purchase, at
               the adjusted Purchase Price, the number of one
               one-hundredths of a share of Preferred Stock purchasable
               from time to time hereunder upon exercise of the Rights,
               all subject to further adjustment as provided herein. 

                              (h)  Unless the Company shall have
               exercised its election as provided in Section 11(i), upon
               each adjustment of the Purchase Price as a result of the
               calculations made in Sections 11(b) and (c), each Right
               outstanding immediately prior to the making of such
               adjustment shall thereafter evidence the right to
               purchase, at the adjusted Purchase Price, that number of
               one one-hundredths of a share of Preferred Stock
               (calculated to the nearest one-millionth) obtained by (i)
               multiplying (x) the number of one one-hundredths of a
               share covered by a Right immediately prior to this
               adjustment, by (y) the Purchase Price in effect
               immediately prior to such adjustment of the Purchase
               Price, and (ii) dividing the product so obtained by the
               Purchase Price in effect immediately after such
               adjustment of the Purchase Price. 

                              (i)  The Company may elect on or after the
               date of any adjustment of the Purchase Price to adjust
               the number of Rights, in lieu of any adjustment in the
               number of one one-hundredths of a share of Preferred
               Stock purchasable upon the exercise of a Right.  Each of
               the Rights outstanding after the adjustment in the number
               of Rights shall be exercisable for the number of one
               one-hundredths of a share of Preferred Stock for which a
               Right was exercisable immediately prior to such
               adjustment.  Each Right held of record prior to such
               adjustment of the number of Rights shall become that
               number of Rights (calculated to the nearest
               one-ten-thousandth) obtained by dividing the Purchase
               Price in effect immediately prior to adjustment of the
               Purchase Price by the Purchase Price in effect
               immediately after adjustment of the Purchase Price.  The
               Company shall make a public announcement of its election
               to adjust the number of Rights, indicating the record
               date for the adjustment, and, if known at the time, the
               amount of the adjustment to be made.  This record date
               may be the date on which the Purchase Price is adjusted
               or any day thereafter, but, if the Rights Certificates
               have been issued, shall be at least ten (10) days later
               than the date of the public announcement.  If Rights
               Certificates have been issued, upon each adjustment of
               the number of Rights pursuant to this Section 11(i), the
               Company shall, as promptly as practicable, cause to be
               distributed to holders of record of Rights Certificates
               on such record date Rights Certificates evidencing,
               subject to Section 14 hereof, the additional Rights to
               which such holders shall be entitled as a result of such
               adjustment, or, at the option of the Company, shall cause
               to be distributed to such holders of record in
               substitution and replacement for the Rights Certificates
               held by such holders prior to the date of adjustment, and
               upon surrender thereof, if required by the Company, new
               Rights Certificates evidencing all the Rights to which
               such holders shall be entitled after such adjustment. 
               Rights Certificates so to be distributed shall be issued,
               executed and countersigned in the manner provided for
               herein (and may bear, at the option of the Company, the
               adjusted Purchase Price) and shall be registered in the
               names of the holders of record of Rights Certificates on
               the record date specified in the public announcement. 

                              (j)  Irrespective of any adjustment or
               change in the Purchase Price or the number of one one-
               hundredths of a share of Preferred Stock issuable upon
               the exercise of the Rights, the Rights Certificates
               theretofore and thereafter issued may continue to express
               the Purchase Price per one one-hundredth of a share and
               the number of one one-hundredths of a share which were
               expressed in the initial Rights Certificates issued
               hereunder. 

                              (k)  Before taking any action that would
               cause an adjustment reducing the Purchase Price below the
               then stated value, if any, of the number of one
               one-hundredths of a share of Preferred Stock issuable
               upon exercise of the Rights, the Company shall take any
               corporate action which may, in the opinion of its
               counsel, be necessary in order that the Company may
               validly and legally issue fully paid and nonassessable
               such number of one one-hundredths of a share of Preferred
               Stock at such adjusted Purchase Price. 

                              (l)  In any case in which this Section 11
               shall require that an adjustment in the Purchase Price be
               made effective as of a record date for a specified event,
               the Company may elect to defer until the occurrence of
               such event the issuance to the holder of any Right
               exercised after such record date the number of one one-
               hundredths of a share of Preferred Stock and other
               capital stock or securities of the Company, if any,
               issuable upon such exercise over and above the number of
               one one-hundredths of a share of Preferred Stock and
               other capital stock or securities of the Company, if any,
               issuable upon such exercise on the basis of the Purchase
               Price in effect prior to such adjustment; provided,
               however, that the Company shall deliver to such holder a
               due bill or other appropriate instrument evidencing such
               holder's right to receive such additional shares
               (fractional or otherwise) or securities upon the
               occurrence of the event requiring such adjustment. 

                              (m)  Anything in this Section 11 to the
               contrary notwithstanding, the Company shall be entitled
               to make such reductions in the Purchase Price, in
               addition to those adjustments expressly required by this
               Section 11, as and to the extent that in its good faith
               judgment the Board shall determine to be advisable in
               order that any (i) consolidation or subdivision of the
               Preferred Stock, (ii) issuance wholly for cash of any
               shares of Preferred Stock at less than the current market
               price, (iii) issuance wholly for cash of shares of
               Preferred Stock or securities which by their terms are
               convertible into or exchangeable for shares of Preferred
               Stock, (iv) stock dividends or (v) issuance of rights,
               options or warrants referred to in this Section 11,
               hereafter made by the Company to holders of its Preferred
               Stock shall not be taxable to such stockholders. 

                              (n)  The Company covenants and agrees that
               it shall not, at any time after the Distribution Date,
               (i) consolidate with any other Person (other than a
               Subsidiary of the Company in a transaction which complies
               with Section 11(o) hereof), (ii) merge with or into any
               other Person (other than a Subsidiary of the Company in a
               transaction which complies with Section 11(o) hereof), or
               (iii) sell or transfer (or permit any Subsidiary to sell
               or transfer), in one transaction, or a series of related
               transactions, assets or earning power aggregating more
               than 50% of the assets or earning power of the Company
               and its Subsidiaries (taken as a whole) to any other
               Person or Persons (other than the Company and/or any of
               its Subsidiaries in one or more transactions each of
               which complies with Section 11(o) hereof), if (x) at the
               time of or immediately after such consolidation, merger
               or sale there are any rights, warrants or other
               instruments or securities outstanding or agreements in
               effect which would substantially diminish or otherwise
               eliminate the benefits intended to be afforded by the
               Rights or (y) prior to, simultaneously with or
               immediately after such consolidation, merger or sale, the
               shareholders of the Person who constitutes, or would
               constitute, the "Principal Party" for purposes of Section
               13(a) hereof shall have received a distribution of Rights
               previously owned by such Person or any of its Affiliates
               and Associates. 

                              (o)  The Company covenants and agrees
               that, after the Distribution Date, it will not, except as
               permitted by Section 23 or Section 26 hereof, take (or
               permit any Subsidiary to take) any action if at the time
               such action is taken it is reasonably foreseeable that
               such action will diminish substantially or otherwise
               eliminate the benefits intended to be afforded by the
               Rights. 

                              (p)  Anything in this Agreement to the
               contrary notwithstanding, in the event that the Company
               shall at any time after the Rights Dividend Declaration
               Date and prior to the Distribution Date (i) declare a
               dividend on the outstanding shares of Common Stock
               payable in shares of Common Stock, (ii) subdivide the
               outstanding shares of Common Stock, or (iii) combine the
               outstanding shares of Common Stock into a smaller number
               of shares, the number of Rights associated with each
               share of Common Stock then outstanding, or issued or
               delivered thereafter but prior to the Distribution Date,
               shall be proportionately adjusted so that the number of
               Rights thereafter associated with each share of Common
               Stock following any such event shall equal the result
               obtained by multiplying the number of Rights associated
               with each share of Common Stock immediately prior to such
               event by a fraction the numerator of which shall be the
               total number of shares of Common Stock outstanding
               immediately prior to the occurrence of the event and the
               denominator of which shall be the total number of shares
               of Common Stock outstanding immediately following the
               occurrence of such event. 

                         Section 12.  Certificate of Adjusted Purchase
               Price or Number of Shares.  Whenever an adjustment is
               made as provided in Section 11 and Section 13 hereof, the
               Company shall (a) promptly prepare a certificate setting
               forth such adjustment and a brief statement of the facts
               accounting for such adjustment, (b) promptly file with
               the Rights Agent, and with each transfer agent for the
               Preferred Stock and the Common Stock, a copy of such
               certificate, and (c) mail a brief summary thereof to each
               holder of a Rights Certificate (or, if prior to the
               Distribution Date, to each holder of a certificate
               representing shares of Common Stock) in accordance with
               Section 25 hereof.  The Rights Agent shall be fully
               protected in relying on any such certificate and on any
               adjustment therein contained. 

                         Section 13.  Consolidation, Merger or Sale or
               Transfer of Assets or Earning Power. 

                              (a)  In the event that, following the
               Stock Acquisition Date, directly or indirectly, (x) the
               Company shall consolidate with, or merge with and into,
               any other Person (other than a Subsidiary of the Company
               in a transaction which complies with Section 11(o)
               hereof), and the Company shall not be the continuing or
               surviving corporation of such consolidation or merger,
               (y) any Person (other than a Subsidiary of the Company in
               a transaction which complies with Section 11(o) hereof)
               shall consolidate with, or merge with or into, the
               Company, and the Company shall be the continuing or
               surviving corporation of such consolidation or merger
               and, in connection with such consolidation or merger, all
               or part of the outstanding shares of Common Stock shall
               be changed into or exchanged for stock or other
               securities of any other Person or cash or any other
               property, or (z) the Company shall sell or otherwise
               transfer (or one or more of its Subsidiaries shall sell
               or otherwise transfer), in one transaction or a series of
               related transactions, assets or earning power aggregating
               more than 50% of the assets or earning power of the
               Company and its Subsidiaries (taken as a whole) to any
               Person or Persons (other than the Company or any
               Subsidiary of the Company in one or more transactions
               each of which complies with Section 11(o) hereof), then,
               and in each such case (except as may be contemplated by
               Section 13(d) hereof) proper provision shall be made so
               that:  (i) each holder of a Right, except as provided in
               Section 7(e) hereof, shall thereafter have the right to
               receive, upon the exercise thereof at the then current
               Purchase Price in accordance with the terms of this
               Agreement, such number of validly authorized and issued,
               fully paid, non-assessable and freely tradeable shares of
               Common Stock of the Principal Party (as such term is
               hereinafter defined), not subject to any liens,
               encumbrances, rights of first refusal or other adverse
               claims, as shall be equal to the result obtained by (1)
               multiplying the then current Purchase Price by the number
               of one one-hundredths of a share of Preferred Stock for
               which a Right is exercisable immediately prior to the
               first occurrence of a Section 13 Event (or, if a Section
               11(a)(ii) Event has occurred prior to the first
               occurrence of a Section 13 Event, multiplying the number
               of such one one-hundredths of a share for which a Right
               was exercisable immediately prior to the first occurrence
               of a Section 11(a)(ii) Event by the Purchase Price in
               effect immediately prior to such first occurrence), and
               dividing that product (which, following the first
               occurrence of a Section 13 Event, shall be referred to as
               the "Purchase Price" for each Right and for all purposes
               of this Agreement) by (2) 50% of the current market price
               (determined pursuant to Section 11(d)(i) hereof) per
               share of the Common Stock of such Principal Party on the
               date of consummation of such Section 13 Event; (ii) such
               Principal Party shall thereafter be liable for, and shall
               assume, by virtue of such Section 13 Event, all the
               obligations and duties of the Company pursuant to this
               Agreement; (iii) the term "Company" shall thereafter be
               deemed to refer to such Principal Party, it being
               specifically intended that the provisions of Section 11
               hereof shall apply only to such Principal Party following
               the first occurrence of a Section 13 Event; (iv) such
               Principal Party shall take such steps (including, but not
               limited to, the reservation of a sufficient number of
               shares of its Common Stock) in connection with the
               consummation of any such transaction as may be necessary
               to assure that the provisions hereof shall thereafter be
               applicable, as nearly as reasonably may be, in relation
               to its shares of Common Stock thereafter deliverable upon
               the exercise of the Rights; and (v) the provisions of
               Section 11(a)(ii) hereof shall be of no effect following
               the first occurrence of any Section 13 Event. 

                              (b)  "Principal Party" shall mean:

                                   (i)  in the case of any
                    transaction described in clause (x) or (y) of
                    the first sentence of Section 13(a), the Person
                    that is the issuer of any securities into which
                    shares of Common Stock of the Company are
                    converted in such merger or consolidation, and
                    if no securities are so issued, the Person that
                    is the other party to such merger or
                    consolidation; and

                                   (ii)  in the case of any
                    transaction described in clause (z) of the
                    first sentence of Section 13(a), the Person
                    that is the party receiving the greatest
                    portion of the assets or earning power
                    transferred pursuant to such transaction or
                    transactions; 

               provided, however, that in any such case, (1) if the
               Common Stock of such Person is not at such time and has
               not been continuously over the preceding twelve (12)
               month period registered under Section 12 of the Exchange
               Act, and such Person is a direct or indirect Subsidiary
               of another Person the Common Stock of which is and has
               been so registered, "Principal Party" shall refer to such
               other Person; and (2) in case such Person is a
               Subsidiary, directly or indirectly, of more than one
               Person, the Common Stocks of two or more of which are and
               have been so registered, "Principal Party" shall refer to
               whichever of such Persons is the issuer of the Common
               Stock having the greatest aggregate market value. 

                              (c)  The Company shall not consummate any
               such consolidation, merger, sale or transfer unless the
               Principal Party shall have a sufficient number of
               authorized shares of its Common Stock which have not been
               issued or reserved for issuance to permit the exercise in
               full of the Rights in accordance with this Section 13 and
               unless prior thereto the Company and such Principal Party
               shall have executed and delivered to the Rights Agent a
               supplemental agreement providing for the terms set forth
               in paragraphs (a) and (b) of this Section 13 and further
               providing that, as soon as practicable after the date of
               any consolidation, merger or sale of assets mentioned in
               paragraph (a) of this Section 13, the Principal Party
               will:

                                   (i)  prepare and file a
                    registration statement under the Act, with
                    respect to the Rights and the securities
                    purchasable upon exercise of the Rights on an
                    appropriate form, and will use its best efforts
                    to cause such registration statement to (A)
                    become effective as soon as practicable after
                    such filing and (B) remain effective (with a
                    prospectus at all times meeting the
                    requirements of the Act) until the Expiration
                    Date; and 

                                   (ii)  will deliver to holders of
                    the Rights historical financial statements for
                    the Principal Party and each of its Affiliates
                    which comply in all respects with the
                    requirements for registration on Form 10 under
                    the Exchange Act. 

               The provisions of this Section 13 shall similarly apply
               to successive mergers or consolidations or sales or other
               transfers.  In the event that a Section 13 Event shall
               occur at any time after the occurrence of a Section
               11(a)(ii) Event, the Rights which have not theretofore
               been exercised shall thereafter become exercisable in the
               manner described in Section 13(a). 

                              (d) Notwithstanding anything in this
               Agreement to the contrary, this Section 13 shall not be
               applicable to a transaction described in subparagraphs
               (x) and (y) of Section 13(a) if (i) such transaction is
               consummated with a Person or Persons who acquired shares
               of Common Stock pursuant to a Qualifying Offer (or a
               wholly owned subsidiary of any such Person or Persons),
               (ii) the price per share of Common Stock offered in such
               transaction is not less than the price per share of
               Common Stock paid to all holders of shares of Common
               Stock whose shares were purchased pursuant to such
               Qualifying Offer and (iii) the form of consideration
               being offered to the remaining holders of shares of
               Common Stock pursuant to such transaction is the same as
               the form of consideration paid pursuant to such
               Qualifying Offer.  Upon consummation of any such
               transaction contemplated by this Section 13(d), all
               Rights hereunder shall expire.

                         Section 14.  Fractional Rights and Fractional
               Shares. 

                              (a)  The Company shall not be required to
               issue fractions of Rights, except prior to the
               Distribution Date as provided in Section 11(p) hereof, or
               to distribute Rights Certificates which evidence
               fractional Rights.  In lieu of such fractional Rights,
               there shall be paid to the registered holders of the
               Rights Certificates with regard to which such fractional
               Rights would otherwise be issuable, an amount in cash
               equal to the same fraction of the current market value of
               a whole Right.  For purposes of this Section 14(a), the
               current market value of a whole Right shall be the
               closing price of the Rights for the Trading Day
               immediately prior to the date on which such fractional
               Rights would have been otherwise issuable.  The closing
               price of the Rights for any day shall be the last sale
               price, regular way, or, in case no such sale takes place
               on such day, the average of the closing bid and asked
               prices, regular way, in either case as reported in the
               principal consolidated transaction reporting system with
               respect to securities listed or admitted to trading on
               the New York Stock Exchange or, if the Rights are not
               listed or admitted to trading on the New York Stock
               Exchange, as reported in the principal consolidated
               transaction reporting system with respect to securities
               listed on the principal national securities exchange on
               which the Rights are listed or admitted to trading, or if
               the Rights are not listed or admitted to trading on any
               national securities exchange, the last quoted price or,
               if not so quoted, the average of the high bid and low
               asked prices in the over-the-counter market, as reported
               by NASDAQ or such other system then in use or, if on any
               such date the Rights are not quoted by any such
               organization, the average of the closing bid and asked
               prices as furnished by a professional market maker making
               a market in the Rights selected by the Board of Directors
               of the Company.  If on any such date no such market maker
               is making a market in the Rights the fair value of the
               Rights on such date as determined in good faith by the
               Board of Directors of the Company shall be used. 

                              (b)  The Company shall not be required to
               issue fractions of shares of Preferred Stock (other than
               fractions which are integral multiples of one
               one-hundredth of a share of Preferred Stock) upon
               exercise of the Rights or to distribute certificates
               which evidence fractional shares of Preferred Stock
               (other than fractions which are integral multiples of one
               one-hundredth of a share of Preferred Stock).  In lieu of
               fractional shares of Preferred Stock that are not
               integral multiples of one one-hundredth of a share of
               Preferred Stock, the Company may pay to the registered
               holders of Rights Certificates at the time such Rights
               are exercised as herein provided an amount in cash equal
               to the same fraction of the current market value of one
               one-hundredth of a share of Preferred Stock.  For
               purposes of this Section 14(b), the current market value
               of one one-hundredth of a share of Preferred Stock shall
               be one one-hundredth of the closing price of a share of
               Preferred Stock (as determined pursuant to Section
               11(d)(ii) hereof) for the Trading Day immediately prior
               to the date of such exercise. 

                              (c)  Following the occurrence of a
               Triggering Event, the Company shall not be required to
               issue fractions of shares of Common Stock upon exercise
               of the Rights or to distribute certificates which
               evidence fractional shares of Common Stock.  In lieu of
               fractional shares of Common Stock, the Company may pay to
               the registered holders of Rights Certificates at the time
               such Rights are exercised as herein provided an amount in
               cash equal to the same fraction of the current market
               value of one (1) share of Common Stock.  For purposes of
               this Section 14(c), the current market value of one share
               of Common Stock shall be the closing price of one share
               of Common Stock (as determined pursuant to Section
               11(d)(i) hereof) for the Trading Day immediately prior to
               the date of such exercise. 

                              (d)  The holder of a Right by the
               acceptance of the Rights expressly waives his right to
               receive any fractional Rights or any fractional shares
               upon exercise of a Right, except as permitted by this
               Section 14. 

                         Section 15.  Rights of Action.  All rights of
               action in respect of this Agreement are vested in the
               respective registered holders of the Rights Certificates
               (and, prior to the Distribution Date, the registered
               holders of the Common Stock); and any registered holder
               of any Rights Certificate (or, prior to the Distribution
               Date, of the Common Stock), without the consent of the
               Rights Agent or of the holder of any other Rights
               Certificate (or, prior to the Distribution Date, of the
               Common Stock), may, in his own behalf and for his own
               benefit, enforce, and may institute and maintain any
               suit, action or proceeding against the Company to
               enforce, or otherwise act in respect of, his right to
               exercise the Rights evidenced by such Rights Certificate
               in the manner provided in such Rights Certificate and in
               this Agreement.  Without limiting the foregoing or any
               remedies available to the holders of Rights, it is
               specifically acknowledged that the holders of Rights
               would not have an adequate remedy at law for any breach
               of this Agreement and shall be entitled to specific
               performance of the obligations hereunder and injunctive
               relief against actual or threatened violations of the
               obligations hereunder of any Person subject to this
               Agreement. 

                         Section 16.  Agreement of Rights Holders. 
               Every holder of a Right by accepting the same consents
               and agrees with the Company and the Rights Agent and with
               every other holder of a Right that: 

                              (a)  prior to the Distribution Date, the
               Rights will be transferable only in connection with the
               transfer of Common Stock; 

                              (b)  after the Distribution Date, the
               Rights Certificates are transferable only on the registry
               books of the Rights Agent if surrendered at the principal
               office or offices of the Rights Agent designated for such
               purposes, duly endorsed or accompanied by a proper
               instrument of transfer and with the appropriate forms and
               certificates fully executed;  

                              (c)  subject to Section 6(a) and Section
               7(f) hereof, the Company and the Rights Agent may deem
               and treat the person in whose name a Rights Certificate
               (or, prior to the Distribution Date, the associated
               Common Stock certificate) is registered as the absolute
               owner thereof and of the Rights evidenced thereby
               (notwithstanding any notations of ownership or writing on
               the Rights Certificates or the associated Common Stock
               certificate made by anyone other than the Company or the
               Rights Agent) for all purposes whatsoever, and neither
               the Company nor the Rights Agent, subject to the last
               sentence of Section 7(e) hereof, shall be required to be
               affected by any notice to the contrary; and  

                              (d)  notwithstanding anything in this
               Agreement to the contrary, neither the Company nor the
               Rights Agent shall have any liability to any holder of a
               Right or other Person as a result of its inability to
               perform any of its obligations under this Agreement by
               reason of any preliminary or permanent injunction or
               other order, decree or ruling issued by a court of
               competent jurisdiction or by a governmental, regulatory
               or administrative agency or commission, or any statute,
               rule, regulation or executive order promulgated or
               enacted by any governmental authority, prohibiting or
               otherwise restraining performance of such obligation;
               provided, however, the Company must use its best efforts
               to have any such order, decree or ruling lifted or
               otherwise overturned as soon as possible. 

                         Section 17.  Rights Certificate Holder Not
               Deemed a Stockholder.  No holder, as such, of any Rights
               Certificate shall be entitled to vote, receive dividends
               or be deemed for any purpose the holder of the number of
               one one-hundredths of a share of Preferred Stock or any
               other securities of the Company which may at any time be
               issuable on the exercise of the Rights represented
               thereby, nor shall anything contained herein or in any
               Rights Certificate be construed to confer upon the holder
               of any Rights Certificate, as such, any of the rights of
               a stockholder of the Company or any right to vote for the
               election of directors or upon any matter submitted to
               stockholders at any meeting thereof, or to give or
               withhold consent to any corporate action, or to receive
               notice of meetings or other actions affecting
               stockholders (except as provided in Section 24 hereof),
               or to receive dividends or subscription rights, or
               otherwise, until the Right or Rights evidenced by such
               Rights Certificate shall have been exercised in
               accordance with the provisions hereof. 

                         Section 18.  Concerning the Rights Agent. 

                              (a)  The Company agrees to pay to the
               Rights Agent reasonable compensation for all services
               rendered by it hereunder and, from time to time, on
               demand of the Rights Agent, its reasonable expenses and
               counsel fees and disbursements and other disbursements
               incurred in the administration and execution of this
               Agreement and the exercise and performance of its duties
               hereunder.  The Company also agrees to indemnify the
               Rights Agent for, and to hold it harmless against, any
               loss, liability, or expense, incurred without negligence,
               bad faith or willful misconduct on the part of the Rights
               Agent, for anything done or omitted by the Rights Agent
               in connection with the acceptance and administration of
               this Agreement, including the costs and expenses of
               defending against any claim of liability in the premises.

                              (b)  The Rights Agent shall be protected
               and shall incur no liability for or in respect of any
               action taken, suffered or omitted by it in connection
               with its administration of this Agreement in reliance
               upon any Rights Certificate or certificate for Common
               Stock or for other securities of the Company, instrument
               of assignment or transfer, power of attorney,
               endorsement, affidavit, letter, notice, direction,
               consent, certificate, statement, or other paper or
               document believed by it to be genuine and to be signed,
               executed and, where necessary, verified or acknowledged,
               by the proper Person or Persons. 

                         Section 19.  Merger or Consolidation or Change
               of Name of Rights Agent. 

                              (a)  Any corporation into which the Rights
               Agent or any successor Rights Agent may be merged or with
               which it may be consolidated, or any corporation
               resulting from any merger or consolidation to which the
               Rights Agent or any successor Rights Agent shall be a
               party, or any corporation succeeding to the corporate
               trust or stock transfer business of the Rights Agent or
               any successor Rights Agent, shall be the successor to the
               Rights Agent under this Agreement without the execution
               or filing of any paper or any further act on the part of
               any of the parties hereto; provided, however, that such
               corporation would be eligible for appointment as a
               successor Rights Agent under the provisions of Section 21
               hereof.  In case at the time such successor Rights Agent
               shall succeed to the agency created by this Agreement,
               any of the Rights Certificates shall have been
               countersigned but not delivered, any such successor
               Rights Agent may adopt the countersignature of a
               predecessor Rights Agent and deliver such Rights
               Certificates so countersigned; and in case at that time
               any of the Rights Certificates shall not have been
               countersigned, any successor Rights Agent may countersign
               such Rights Certificates either in the name of the
               predecessor or in the name of the successor Rights Agent;
               and in all such cases such Rights Certificates shall have
               the full force provided in the Rights Certificates and in
               this Agreement. 

                              (b)  In case at any time the name of the
               Rights Agent shall be changed and at such time any of the
               Rights Certificates shall have been countersigned but not
               delivered, the Rights Agent may adopt the
               countersignature under its prior name and deliver Rights
               Certificates so countersigned; and in case at that time
               any of the Rights Certificates shall not have been
               countersigned, the Rights Agent may countersign such
               Rights Certificates either in its prior name or in its
               changed name; and in all such cases such Rights
               Certificates shall have the full force provided in the
               Rights Certificates and in this Agreement. 

                         Section 20.  Duties of Rights Agent.  The
               Rights Agent undertakes the duties and obligations
               imposed by this Agreement upon the following terms and
               conditions, by all of which the Company and the holders
               of Rights Certificates, by their acceptance thereof,
               shall be bound: 

                              (a)  The Rights Agent may consult with
               legal counsel (who may be legal counsel for the Company),
               and the opinion of such counsel shall be full and
               complete authorization and protection to the Rights Agent
               as to any action taken or omitted by it in good faith and
               in accordance with such opinion. 

                              (b)  Whenever in the performance of its
               duties under this Agreement the Rights Agent shall deem
               it necessary or desirable that any fact or matter
               (including, without limitation, the identity of any
               Acquiring Person and the determination of "current market
               price") be proved or established by the Company prior to
               taking or suffering any action hereunder, such fact or
               matter (unless other evidence in respect thereof be
               herein specifically prescribed) may be deemed to be
               conclusively proved and established by a certificate
               signed by the Chairman of the Board, the President, any
               Vice President, the Treasurer, any Assistant Treasurer,
               the Secretary or any Assistant Secretary of the Company
               and delivered to the Rights Agent; and such certificate
               shall be full authorization to the Rights Agent for any
               action taken or suffered in good faith by it under the
               provisions of this Agreement in reliance upon such
               certificate. 

                              (c)  The Rights Agent shall be liable
               hereunder only for its own negligence, bad faith or
               willful misconduct. 

                              (d)  The Rights Agent shall not be liable
               for or by reason of any of the statements of fact or
               recitals contained in this Agreement or in the Rights
               Certificates or be required to verify the same (except as
               to its countersignature on such Rights Certificates), but
               all such statements and recitals are and shall be deemed
               to have been made by the Company only. 

                              (e)  The Rights Agent shall not be under
               any responsibility in respect of the validity of this
               Agreement or the execution and delivery hereof (except
               the due execution hereof by the Rights Agent) or in
               respect of the validity or execution of any Rights
               Certificate (except its countersignature thereof); nor
               shall it be responsible for any breach by the Company of
               any covenant or condition contained in this Agreement or
               in any Rights Certificate; nor shall it be responsible
               for any adjustment required under the provisions of
               Section 11 or Section 13 hereof or responsible for the
               manner, method or amount of any such adjustment or the
               ascertaining of the existence of facts that would require
               any such adjustment (except with respect to the exercise
               of Rights evidenced by Rights Certificates after actual
               notice of any such adjustment); nor shall it by any act
               hereunder be deemed to make any representation or
               warranty as to the authorization or reservation of any
               shares of Common Stock or Preferred Stock to be issued
               pursuant to this Agreement or any Rights Certificate or
               as to whether any shares of Common Stock or Preferred
               Stock will, when so issued, be validly authorized and
               issued, fully paid and nonassessable. 

                              (f)  The Company agrees that it will
               perform, execute, acknowledge and deliver or cause to be
               performed, executed, acknowledged and delivered all such
               further and other acts, instruments and assurances as may
               reasonably be required by the Rights Agent for the
               carrying out or performing by the Rights Agent of the
               provisions of this Agreement. 

                              (g)  The Rights Agent is hereby authorized
               and directed to accept instructions with respect to the
               performance of its duties hereunder from the Chairman of
               the Board, the Vice Chairman, the President, any Vice
               President, the Secretary, any Assistant Secretary, the
               Treasurer or any Assistant Treasurer of the Company, and
               to apply to such officers for advice or instructions in
               connection with its duties, and it shall not be liable
               for any action taken or suffered to be taken by it in
               good faith in accordance with instructions of any such
               officer. 

                              (h)  The Rights Agent and any stockholder,
               director, officer or employee of the Rights Agent may
               buy, sell or deal in any of the Rights or other
               securities of the Company or become pecuniarily
               interested in any transaction in which the Company may be
               interested, or contract with or lend money to the Company
               or otherwise act as fully and freely as though it were
               not Rights Agent under this Agreement.  Nothing herein
               shall preclude the Rights Agent from acting in any other
               capacity for the Company or for any other legal entity. 

                              (i)  The Rights Agent may execute and
               exercise any of the rights or powers hereby vested in it
               or perform any duty hereunder either itself or by or
               through its attorneys or agents, and the Rights Agent
               shall not be answerable or accountable for any act,
               default, neglect or misconduct of any such attorneys or
               agents or for any loss to the Company resulting from any
               such act, default, neglect or misconduct; provided,
               however, reasonable care was exercised in the selection
               and continued employment thereof. 

                              (j)  No provision of this Agreement shall
               require the Rights Agent to expend or risk its own funds
               or otherwise incur any financial liability in the
               performance of any of its duties hereunder or in the
               exercise of its rights if there shall be reasonable
               grounds for believing that repayment of such funds or
               adequate indemnification against such risk or liability
               is not reasonably assured to it. 

                              (k)  If, with respect to any Right
               Certificate surrendered to the Rights Agent for exercise
               or transfer, the certificate attached to the form of
               assignment or form of election to purchase, as the case
               may be, has either not been completed or indicates an
               affirmative response to clause 1 and/or 2 thereof, the
               Rights Agent shall not take any further action with
               respect to such requested exercise of transfer without
               first consulting with the Company. 

                         Section 21.  Change of Rights Agent.  The
               Rights Agent or any successor Rights Agent may resign and
               be discharged from its duties under this Agreement upon
               thirty (30) days' notice in writing mailed to the
               Company, and to each transfer agent of the Common Stock
               and Preferred Stock, by registered or certified mail, and
               to the holders of the Rights Certificates by first-class
               mail.  The Company may remove the Rights Agent or any
               successor Rights Agent upon thirty (30) days' notice in
               writing, mailed to the Rights Agent or successor Rights
               Agent, as the case may be, and to each transfer agent of
               the Common Stock and Preferred Stock, by registered or
               certified mail, and to the holders of the Rights
               Certificates by first-class mail.  If the Rights Agent
               shall resign or be removed or shall otherwise become
               incapable of acting, the Company shall appoint a
               successor to the Rights Agent.  If the Company shall fail
               to make such appointment within a period of thirty (30)
               days after giving notice of such removal or after it has
               been notified in writing of such resignation or
               incapacity by the resigning or incapacitated Rights Agent
               or by the holder of a Rights Certificate (who shall, with
               such notice, submit his Rights Certificate for inspection
               by the Company), then any registered holder of any Rights
               Certificate may apply to any court of competent
               jurisdiction for the appointment of a new Rights Agent. 
               Any successor Rights Agent, whether appointed by the
               Company or by such a court, shall be (A) a corporation
               organized and doing business under the laws of the United
               States or of the State of California or New York (or of
               any other state of the United States so long as such
               corporation is authorized to do business as a banking
               institution in the State of California or New York), in
               good standing, having a principal office in the State of
               California or New York, which is authorized under such
               laws to exercise corporate trust or stock transfer powers
               and is subject to supervision or examination by federal
               or state authority and which has at the time of its
               appointment as Rights Agent a combined capital and
               surplus of at least $100,000,000 or (B) an affiliate of a
               corporation described in clause (A) immediately above,
               which affiliate has a combined capital and surplus of at
               least $10,000,000.  After appointment, the successor
               Rights Agent shall be vested with the same powers,
               rights, duties and responsibilities as if it had been
               originally named as Rights Agent without further act or
               deed; but the predecessor Rights Agent shall deliver and
               transfer to the successor Rights Agent any property at
               the time held by it hereunder, and execute and deliver
               any further assurance, conveyance, act or deed necessary
               for the purpose.  Not later than the effective date of
               any such appointment, the Company shall file notice
               thereof in writing with the predecessor Rights Agent and
               each transfer agent of the Common Stock and the Preferred
               Stock, and mail a notice thereof in writing to the
               registered holders of the Rights Certificates.  Failure
               to give any notice provided for in this Section 21,
               however, or any defect therein, shall not affect the
               legality or validity of the resignation or removal of the
               Rights Agent or the appointment of the successor Rights
               Agent, as the case may be. 

                         Section 22.  Issuance of New Rights
               Certificates.  Notwithstanding any of the provisions of
               this Agreement or of the Rights to the contrary, the
               Company may, at its option, issue new Rights Certificates
               evidencing Rights in such form as may be approved by the
               Board to reflect any adjustment or change in the Purchase
               Price and the number or kind or class of shares or other
               securities or property purchasable under the Rights
               Certificates made in accordance with the provisions of
               this Agreement.  In addition, in connection with the
               issuance or sale of shares of Common Stock following the
               Distribution Date and prior to the redemption or
               expiration of the Rights, the Company (a) shall, with
               respect to shares of Common Stock so issued or sold
               pursuant to the exercise of stock options or under any
               employee plan or arrangement, granted or awarded as of
               the Distribution Date, or upon the exercise, conversion
               or exchange of securities hereinafter issued by the
               Company, and (b) may, in any other case, if deemed
               necessary or appropriate by the Board, issue Rights
               Certificates representing the appropriate number of
               Rights in connection with such issuance or sale;
               provided, however, that (i) no such Rights Certificate
               shall be issued if, and to the extent that, the Company
               shall be advised by counsel that such issuance would
               create a significant risk of material adverse tax
               consequences to the Company or the Person to whom such
               Rights Certificate would be issued, and (ii) no such
               Rights Certificate shall be issued if, and to the extent
               that, appropriate adjustment shall otherwise have been
               made in lieu of the issuance thereof.

                         Section 23.  Redemption and Termination. 

                              (a)  The Board may, at its option, at any
               time prior to the earlier of (i) the close of business on
               the tenth business day following the Stock Acquisition
               Date (or, if the Stock Acquisition Date shall have
               occurred prior to the Record Date, the close of business
               on the tenth business day following the Record Date), or
               (ii) the Final Expiration Date, redeem all but not less
               than all the then outstanding Rights at a redemption
               price of $.01 per Right, as such amount may be
               appropriately adjusted to reflect any stock split, stock
               dividend or similar transaction occurring after the date
               hereof (such redemption price being hereinafter referred
               to as the "Redemption Price"); provided, however, that
               if, the Board authorizes redemption of the Rights in
               either of the circumstances set forth in clauses (i) and
               (ii) below, then there must be Continuing Directors then
               in office and such authorization shall require the
               concurrence of a majority of such Continuing Directors:
               (i) such authorization occurs on or after the time a
               Person becomes an Acquiring Person or (ii) such
               authorization occurs on or after the date of a change
               (resulting from a proxy or consent solicitation) in a
               majority of the directors in office at the commencement
               of such solicitation if any Person who is a participant
               in such solicitation has stated (or, if upon the
               commencement of such solicitation, a majority of the
               Board has determined in good faith) that such Person (or
               any of its Affiliates or Associates) intends to take, or
               may consider taking, any action which would result in
               such Person becoming an Acquiring Person or which would
               cause the occurrence of a Triggering Event unless,
               concurrent with such solicitation, such Person (or one or
               more of its Affiliates or Associates) is making a cash
               tender offer pursuant to a Schedule 14D-1 (or any
               successor form) filed with the Securities and Exchange
               Commission for all outstanding shares of Common Stock not
               beneficially owned by such Person (or by its Affiliates
               or Associates); provided, further, however, that if
               following the occurrence of a Stock Acquisition Date and
               following the expiration of the right of redemption
               hereunder but prior to any Triggering Event, (i) a Person
               who is an Acquiring Person shall have transferred or
               otherwise disposed of a number of shares of Common Stock
               in one transaction or series of transactions, not
               directly or indirectly involving the Company or any of
               its Subsidiaries, which did not result in the occurrence
               of a Triggering Event such that such Person is thereafter
               a Beneficial Owner of less than 15% of the outstanding
               shares of Common Stock, (ii) there are no other Persons,
               immediately following the occurrence of the event
               described in clause (i), who are Acquiring Persons, and
               (iii) the Board (with the concurrence of a majority of
               the Continuing Directors) shall so approve, then the
               right of redemption shall be reinstated and thereafter be
               subject to the provisions of this Section 23. 
               Notwithstanding anything contained in this Agreement to
               the contrary, the Rights shall not be exercisable after
               the first occurrence of a Section 11(a)(ii) Event until
               such time as the Company's right of redemption hereunder
               has expired. The Company  may, at its option, pay the
               Redemption Price in cash, shares of Common Stock (based
               on the "current market price," as defined in Section
               11(d)(i) hereof, of the Common Stock at the time of
               redemption) or any other form of consideration deemed
               appropriate by the Board.

                              (b)  Immediately upon the action of the
               Board ordering the redemption of the Rights, evidence of
               which shall have been filed with the Rights Agent and
               without any further action and without any notice, the
               right to exercise the Rights will terminate and the only
               right thereafter of the holders of Rights shall be to
               receive the Redemption Price for each Right so held. 
               Promptly after the action of the Board ordering the
               redemption of the Rights, the Company shall give notice
               of such redemption to the Rights Agent and the holders of
               the then outstanding Rights by mailing such notice to all
               such holders at each holder's last address as it appears
               upon the registry books of the Rights Agent or, prior to
               the Distribution Date, on the registry books of the
               Transfer Agent for the Common Stock.  Any notice which is
               mailed in the manner herein provided shall be deemed
               given, whether or not the holder receives the notice. 
               Each such notice of redemption will state the method by
               which the payment of the Redemption Price will be made. 

                              (c)  The Board may, as its option, at any
               time on or after the first occurrence of a Section
               11(a)(ii) Event (provided, however, that any such action
               following the first occurrence of either of the events
               set forth in clauses (i) and (ii) of the first proviso to
               Section 23(a) hereof shall be effective only if there are
               Continuing Directors and shall require the concurrence of
               a majority of the Continuing Directors), exchange all or
               part of the then outstanding and exercisable Rights
               (which shall not include Rights that have become void
               pursuant to the provisions of Section 7(e) hereof) for
               shares of Common Stock at an exchange ratio of one share
               of Common Stock per Right, appropriately adjusted to
               reflect any stock split, stock dividend or similar
               transaction occurring after the date hereof (such
               exchange ratio being hereinafter referred to as the
               "Exchange Ratio").

                              (d)  Immediately upon the action of the
               Board ordering the exchange of any Rights pursuant to
               subsection (c) of this Section 23 and without any further
               action and without any notice, the right to exercise such
               Rights shall terminate and the only right thereafter of a
               holder of such Rights shall be to receive that number of
               shares of Common Stock equal to the number of such Rights
               held by such holder multiplied by the Exchange Ratio. 
               The Company shall promptly give public notice of any such
               exchange; provided, however, that the failure to give, or
               any defect in, such notice shall not affect the validity
               of such exchange.  The Company promptly shall mail a
               notice of any such exchange to all of the holders of such
               Rights at their last addresses as they appear upon the
               registry books of the Rights Agent.  Any notice which is
               mailed in the manner herein provided shall be deemed
               given, whether or not the holder receives the notice. 
               Each such notice of exchange will state the method by
               which the exchange of the shares of Common Stock for
               Rights will be effected and, in the event of any partial
               exchange, the number of Rights which will be exchanged. 
               Any partial exchange shall be effected pro rata based on
               the number of Rights (other than Rights which have become
               void pursuant to the provisions of Section 7(e) hereof)
               held by each holder of Rights.

                              (e)  In the event that the number of
               shares of Common Stock which are authorized by the
               Company's Certificate of Incorporation but not
               outstanding or reserved for issuance for purposes other
               than upon exercise of the Rights are not sufficient to
               permit any exchange of Rights as contemplated in
               accordance with this Section 23, the Company shall take
               all such action as may be necessary to authorize
               additional shares of Common Stock for issuance upon
               exchange of the Rights.

                              (f)  The Company shall not be required to
               issue fractions of shares of Common Stock or to
               distribute certificates which evidence fractional shares
               of Common Stock.  In lieu of such fractional shares of
               Common Stock, the Company shall pay to the registered
               holders of Rights with regard to which such fractional
               shares of Common Stock would otherwise be issuable an
               amount in cash equal to the same fraction of the value of
               a whole share of Common Stock.  For purposes of this
               subsection (f), the value of a whole share of Common
               Stock shall be the closing price (as determined pursuant
               to the provisions of Section 11(d)(i) hereof) for the
               Trading Day immediately prior to the date of exchange
               pursuant to this Section 23.  

                         Section 24.  Notice of Certain Events.  

                              (a)  In case the Company shall propose, at
               any time after the Distribution Date, (i) to pay any
               dividend payable in stock of any class to the holders of
               Preferred Stock or to make any other distribution to the
               holders of Preferred Stock (other than a regular
               quarterly cash dividend out of earnings or retained
               earnings of the Company), or (ii) to offer to the holders
               of Preferred Stock rights or warrants to subscribe for or
               to purchase any additional shares of Preferred Stock or
               shares of stock of any class or any other securities,
               rights or options, or (iii) to effect any
               reclassification of its Preferred Stock (other than a
               reclassification involving only the subdivision of
               outstanding shares of Preferred Stock), or (iv) to effect
               any consolidation or merger into or with any other Person
               (other than a Subsidiary of the Company in a transaction
               which complies with Section 11(o) hereof), or to effect
               any sale or other transfer (or to permit one or more of
               its Subsidiaries to effect any sale or other transfer),
               in one transaction or a series of related transactions,
               of more than 50% of the assets or earning power of the
               Company and its Subsidiaries (taken as a whole) to any
               other Person or Persons (other than the Company and/or
               any of its Subsidiaries in one or more transactions each
               of which complies with Section 11(o) hereof), or (v) to
               effect the liquidation, dissolution or winding up of the
               Company, then, in each such case, the Company shall give
               to each holder of a Rights Certificate, to the extent
               feasible and in accordance with Section 25 hereof, a
               notice of such proposed action, which shall specify the
               record date for the purposes of such stock dividend,
               distribution of rights or warrants, or the date on which
               such reclassification, consolidation, merger, sale,
               transfer, liquidation, dissolution, or winding up is to
               take place and the date of participation therein by the
               holders of the shares of Preferred Stock, if any such
               date is to be fixed, and such notice shall be so given in
               the case of any action covered by clause (i) or (ii)
               above at least twenty (20) days prior to the record date
               for determining holders of the shares of Preferred Stock
               for purposes of such action, and in the case of any such
               other action, at least twenty (20) days prior to the date
               of the taking of such proposed action or the date of
               participation therein by the holders of the shares of
               Preferred Stock whichever shall be the earlier. 

                              (b)  In case the event set forth in
               Section 11(a)(ii) hereof shall occur, then (i) the
               Company shall as soon as practicable thereafter give to
               each holder of a Rights Certificate, to the extent
               feasible and in accordance with Section 25 hereof, a
               notice of the occurrence of such event, which shall
               specify the event and the consequences of the event to
               holders of Rights under Section 11(a)(ii) hereof, and
               (ii) all references in the preceding paragraph to
               Preferred Stock shall be deemed thereafter to refer to
               Common Stock and/or, if appropriate, other securities. 

                         Section 25.  Notices.  Notices or demands
               authorized by this Agreement to be given or made by the
               Rights Agent or by the holder of any Rights Certificate
               to or on the Company shall be sufficiently given or made
               if sent by first-class mail, postage prepaid, addressed
               (until another address is filed in writing with the
               Rights Agent) as follows: 

                         Great Western Financial Corporation
                         9200 Oakdale Avenue
                         Chatsworth, CA  91311-6519
                         Attention:  Corporate Secretary 

               Subject to the provisions of Section 21, any notice or
               demand authorized by this Agreement to be given or made
               by the Company or by the holder of any Rights Certificate
               to or on the Rights Agent shall be sufficiently given or
               made if sent by first-class mail, postage prepaid,
               addressed (until another address is filed in writing with
               the Company) as follows: 

                         First Chicago Trust Company
                         of New York
                         525 Washington Boulevard
                         Suite 4660
                         3rd Floor
                         Jersey City, New Jersey  07310
                         Attention: Tenders and Exchanges Administration

               Notices or demands authorized by this Agreement to be
               given or made by the Company or the Rights Agent to the
               holder of any Rights Certificate (or, if prior to the
               Distribution Date, to the holder of certificates
               representing shares of Common Stock) shall be
               sufficiently given or made if sent by first-class mail,
               postage prepaid, addressed to such holder at the address
               of such holder as shown on the registry books of the
               Company. 

                         Section 26.  Supplements and Amendments.  Prior
               to the Distribution Date and subject to the penultimate
               sentence of this Section 26, the Company and the Rights
               Agent shall, if the Company so directs, supplement or
               amend any provision of this Agreement without the
               approval of any holders of certificates representing
               shares of Common Stock. From and after the Distribution
               Date and subject to the penultimate sentence of this
               Section 26, the Company and the Rights Agent shall, if
               the Company so directs, supplement or amend this
               Agreement without the approval of any holders of Rights
               Certificates in order (i) to cure any ambiguity, (ii) to
               correct or supplement any provision contained herein
               which may be defective or inconsistent with any other
               provisions herein, (iii) to shorten or lengthen any time
               period hereunder or (iv) to change or supplement the
               provisions hereunder in any manner which the Company may
               deem necessary or desirable and which shall not adversely
               affect the interests of the holders of Rights
               Certificates (other than an Acquiring Person or an
               Affiliate or an Associate of an Acquiring Person);
               provided, this Agreement may not be supplemented or
               amended to lengthen, pursuant to clause (iii) of this
               sentence, (A) a time period relating to when the Rights
               may be redeemed at such time as the Rights are not then
               redeemable, or (B) any other time period unless such
               lengthening is for the purpose of protecting, enhancing
               or clarifying the rights of, and/or the benefits to, the
               holders of Rights.  Upon the delivery of a certificate
               from an appropriate officer of the Company which states
               that the proposed supplement or amendment is in
               compliance with the terms of this Section 26, the Rights
               Agent shall execute such supplement or amendment. 
               Notwithstanding anything contained in this Agreement to
               the contrary, (i) no supplement or amendment shall be
               made which changes the Redemption Price, the Final
               Expiration Date, the Purchase Price or the number of one
               one-hundredths of a share of Preferred Stock for which a
               Right is exercisable and (ii) following the first
               occurrence of either of the events set forth in clauses
               (i) and (ii) of the first proviso to Section 23(a)
               hereof, any amendment to this Agreement pursuant to this
               Section 26 shall be effective only if there are
               Continuing Directors and shall require the concurrence of
               a majority of the Continuing Directors.  Prior to the
               Distribution Date, the interests of the holders of Rights
               shall be deemed coincident with the interests of the
               holders of Common Stock.

                         Section 27.  Successors.  All the covenants and
               provisions of this Agreement by or for the benefit of the
               Company or the Rights Agent shall bind and inure to the
               benefit of their respective successors and assigns
               hereunder. 

                         Section 28.  Determinations and Actions by the
               Board of Directors, etc.  For all purposes of this
               Agreement, any calculation of the number of shares of
               Common Stock outstanding at any particular time,
               including for purposes of determining the particular
               percentage of such outstanding shares of Common Stock of
               which any Person is the Beneficial Owner, shall be made
               in accordance with the last sentence of Rule
               13d-3(d)(1)(i) of the General Rules and Regulations under
               the Exchange Act.  The Board (with, where specifically
               provided for herein, the concurrence of the Continuing
               Directors) shall have the exclusive power and authority
               to administer this Agreement and to exercise all rights
               and powers specifically granted to the Board (with, where
               specifically provided for herein, the concurrence of the
               Continuing Directors) or to the Company, or as may be
               necessary or advisable in the administration of this
               Agreement, including, without limitation, the right and
               power to (i) interpret the provisions of this Agreement,
               and (ii) make all determinations deemed necessary or
               advisable for the administration of this Agreement
               (including a determination to redeem or not redeem the
               Rights or to amend the Agreement).  All such actions,
               calculations, interpretations and determinations
               (including, for purposes of clause (y) below, all
               omissions with respect to the foregoing) which are done
               or made by the Board (with, where specifically provided
               for herein, the concurrence of the Continuing Directors)
               in good faith, shall (x) be final, conclusive and binding
               on the Company, the Rights Agent, the holders of the
               Rights and all other parties, and (y) not subject the
               Board or the Continuing Directors to any liability to the
               holders of the Rights. 

                         Section 29.  Benefits of this Agreement. 
               Nothing in this Agreement shall be construed to give to
               any Person other than the Company, the Rights Agent and
               the registered holders of the Rights Certificates (and,
               prior to the Distribution Date, registered holders of the
               Common Stock) any legal or equitable right, remedy or
               claim under this Agreement; but this Agreement shall be
               for the sole and exclusive benefit of the Company, the
               Rights Agent and the registered holders of the Rights
               Certificates (and, prior to the Distribution Date,
               registered holders of the Common Stock). 

                         Section 30.  Severability.  If any term,
               provision, covenant or restriction of this Agreement is
               held by a court of competent jurisdiction or other
               authority to be invalid, void or unenforceable, the
               remainder of the terms, provisions, covenants and
               restrictions of this Agreement shall remain in full force
               and effect and shall in no way be affected, impaired or
               invalidated; provided, however, that notwithstanding
               anything in this Agreement to the contrary, if any such
               term, provision, covenant or restriction is held by such
               court or authority to be invalid, void or unenforceable
               and the Board determines in its good faith judgment that
               severing the invalid language from this Agreement would
               adversely affect the purpose or effect of this Agreement,
               the right of redemption set forth in Section 23 hereof
               shall be reinstated and shall not expire until the close
               of business on the tenth day following the date of such
               determination by the Board.  Without limiting the
               foregoing, if any provision requiring a determination to
               be made by (or with the concurrence of) less than the
               entire Board is held by any court of competent
               jurisdiction or other authority to be invalid, void or
               unenforceable, such determination shall then be made by
               the Board in accordance with applicable law and the
               Company's Certificate of Incorporation and By-Laws.

                         Section 31.  Governing Law.  This Agreement,
               each Right and each Rights Certificate issued hereunder
               shall be deemed to be a contract made under the laws of
               the State of Delaware and for all purposes shall be
               governed by and construed in accordance with the laws of
               such State applicable to contracts made and to be
               performed entirely within such State.

                         Section 32.  Counterparts.  This Agreement may
               be executed in any number of counterparts and each of
               such counterparts shall for all purposes be deemed to be
               an original, and all such counterparts shall together
               constitute but one and the same instrument. 

                         Section 33.  Descriptive Headings.  Descriptive
               headings of the several Sections of this Agreement are
               inserted for convenience only and shall not control or
               affect the meaning or construction of any of the
               provisions hereof. 


                         IN WITNESS WHEREOF, the parties hereto have
               caused this Agreement to be duly executed and their
               respective corporate seals to be hereunto affixed and
               attested, all as of the day and year first above written.

                                             GREAT WESTERN FINANCIAL
               Attest:                         CORPORATION

               By /s/ J. Lance Erikson       By /s/ John F. Maher      
                  J. Lance Erikson              John F. Maher
                  Executive Vice President,     President
                  Secretary and General
                  Counsel

                                             FIRST CHICAGO TRUST
               Attest:                         COMPANY OF NEW YORK

               By /s/ Joanne Gorostiola      By /s/ Ralph Persico
                  Joanne Gorostiola             Ralph Persico
                  Assistant Vice President      Customer Service Officer  
                                                          


                                                               Exhibit A

                      CERTIFICATE OF DESIGNATION, PREFERENCES AND
                RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                           of

                          GREAT WESTERN FINANCIAL CORPORATION

                 Pursuant to Section 151 of the General Corporation Law
                                of the State of Delaware

                         We, James F. Montgomery, Chairman and Chief
               Executive, and J. Lance Erikson, Senior Vice President
               and Corporate Secretary, of Great Western Financial
               Corporation, a corporation organized and existing under
               the General Corporation Law of the State of Delaware in
               accordance with the provisions of Section 103 thereof, DO
               HEREBY CERTIFY:

                         That pursuant to the authority conferred upon
               the Board of Directors by the Certificate of
               Incorporation, as amended, of said Corporation, said
               Board of Directors on June 24, 1986, adopted the
               following resolution creating a series of 500,000 shares
               of preferred stock designated as Series A Junior
               Participating Preferred Stock and on June 27, 1995
               approved an amendment to such resolution increasing the
               number of shares of such series of preferred stock to
               2,000,000:

                         RESOLVED, that pursuant to the authority vested
               in the Board of Directors of this Corporation in
               accordance with the provisions of its Certificate of
               Incorporation, as amended (the "Certificate of
               Incorporation"), a series of Preferred Stock of the
               Corporation be and it hereby is created, and that the
               designation and amount thereof and the voting powers,
               preferences and relative, participating, optional and
               other special rights of the shares of such series, and
               the qualifications, limitations or restrictions thereof
               are as follows:

                         Section 1.  Designation and Amount.  The shares
               of such series shall be designated as "Series A Junior
               Participating Preferred Stock" and the number of shares
               constituting such series shall be 2,000,000.

                         Section 2.  Dividends and Distributions.  

                         (A)  Subject to the prior and superior rights
               of the holders of any shares of any series of Preferred
               Stock ranking prior and superior to the shares of Series
               A Junior Participating Preferred Stock with respect to
               dividends, the holders of shares of Series A Junior
               Participating Preferred Stock shall be entitled to
               receive, when, as and if declared by the Board of
               Directors out of funds legally available for the purpose,
               quarterly dividends payable in cash on the last day of
               February, May, August and November in each year (each
               such date being referred to herein as a "Quarterly
               Dividend Payment Date"), commencing on the first
               Quarterly Dividend Payment Date after the first issuance
               of a share or a fraction of a share of Series A Junior
               Participating Preferred Stock, in an amount per share
               (rounded to the nearest cent) equal to the greater of (a)
               $12.00 or (b) subject to the provisions for adjustment
               hereinafter set forth, 100 times the aggregate per share
               amount of all cash dividends, and 100 times the aggregate
               per share amount (payable in kind) of all non-cash
               dividends or other distributions other than a dividend
               payable in shares of Common Stock or a subdivision of the
               outstanding shares of Common Stock (by reclassification
               or otherwise), declared on the Common Stock, par value
               $1.00 per share, of the Corporation (the "Common Stock")
               since the immediately preceding Quarterly Dividend
               Payment Date, or, with respect to the first Quarter
               Dividend Payment Date, since the first issuance of any
               share or fraction of a share of Series A Junior
               Participating Preferred Stock.  In the event the
               Corporation shall at any time after June 24, 1986 (the
               "Rights Declaration Date") (i) declare any dividend on
               Common Stock payable in shares of Common Stock, (ii)
               subdivide the outstanding Common Stock, or (iii) combine
               the outstanding Common Stock into a smaller number of
               shares, then in each such case the amount to which
               holders of shares of Series A Junior Participating
               Preferred Stock were entitled immediately prior to such
               event under clause (b) of the preceding sentence shall be
               adjusted by multiplying such amount by a fraction the
               numerator of which is the number of shares of Common
               Stock outstanding immediately after such event and the
               denominator of which is the number of shares of Common
               Stock that were outstanding immediately prior to such
               event.

                         (B)  The Corporation shall declare a dividend
               or distribution on the Series A Junior Participating
               Preferred Stock as provided in paragraph (A) above
               immediately after it declares a dividend or distribution
               on the Common Stock (other than a dividend payable in
               shares of Common Stock); provided that, in the event no
               dividend or distribution shall have been declared on the
               Common Stock during the period between any Quarterly
               Dividend Payment Date and the next subsequent Quarterly
               Dividend Payment Date, a dividend of $12.00 per share on
               the Series A Junior Participating Preferred Stock shall
               nevertheless be payable on such subsequent Quarterly
               Dividend Payment Date.

                         (C)  Dividends shall begin to accrue and be
               cumulative on outstanding shares of Series A Junior
               Participating Preferred Stock from the Quarterly Dividend
               Payment Date next preceding the date of issue of such
               shares of Series A Junior Participating Preferred Stock,
               unless the date of issue of such shares is prior to the
               record date for the first Quarterly Dividend Payment
               Date, in which case dividends on such shares shall begin
               to accrue from the date of issue of such shares, or
               unless the date of issue is a Quarterly Dividend Payment
               Date or is a date after the record date for the
               determination of holders of shares of Series A Junior
               Participating Preferred Stock entitled to receive a
               quarterly dividend and before such Quarterly Dividend
               Payment Date, in either of which events such dividends
               shall begin to accrue and be cumulative from such
               Quarterly Dividend Payment Date.  Accrued but unpaid
               dividends shall not bear interest.  Dividends paid on the
               shares of Series A Junior Participating Preferred Stock
               in an amount less than the total amount of such dividends
               at the time accrued and payable on such shares shall be
               allocated pro rata on a share-by-share basis among all
               such shares at the time outstanding.  The Board of
               Directors may fix a record date for the determination of
               holders of shares of Series A Junior Participating
               Preferred Stock entitled to receive payment of a dividend
               or distribution declared thereon, which record date shall
               be no more than 30 days prior to the date fixed for the
               payment thereof.

                         Section 3.  Voting Rights.  The holders of
               shares of Series A Junior Participating Preferred Stock
               shall have the following voting rights:

                         (A)  Subject to the provision for adjustment
               hereinafter set forth, each share of Series A Junior
               Participating Preferred Stock shall entitle the holder
               thereof to 100 votes on all matters submitted to a vote
               of the stockholders of the Corporation.  In the event the
               Corporation shall at any time after the Rights
               Declaration Date (i) declare any dividend on Common Stock
               payable in shares of Common Stock, (ii) subdivide the
               outstanding Common Stock, or (iii) combine the
               outstanding Common Stock into a smaller number of shares,
               then in each such case the number of votes per share to
               which holders of shares of Series A Junior Participating
               Preferred Stock were entitled immediately prior to such
               event shall be adjusted by multiplying such number by a
               fraction the numerator of which is the number of shares
               of Common Stock outstanding immediately after such event
               and the denominator of which is the number of shares of
               Common Stock that were outstanding immediately prior to
               such event.

                         (B)  Except as otherwise provided herein or by
               law, the holders of shares of Series A Junior
               Participating Preferred Stock and the holders of shares
               of Common Stock shall vote together as one class on all
               matters submitted to a vote of stockholders of the
               Corporation.

                         (C)  (i)  If at any time dividends on any
               Series A Junior Participating Preferred Stock shall be in
               arrears in an amount equal to six (6) quarterly dividends
               thereon, the occurrence of such contingency shall mark
               the beginning of a period (herein called a "default
               period") which shall extend until such time when all
               accrued and unpaid dividends for all previous quarterly
               dividend periods and for the current quarterly dividend
               period on all shares of Series A Junior Participating
               Preferred Stock then outstanding shall have been declared
               and paid or set apart for payment.  During each default
               period, all holders of Preferred Stock (including holders
               of the Series A Junior Participating Preferred Stock)
               with dividends in arrears in an amount equal to six (6)
               quarterly dividends thereon, voting as a class,
               irrespective of series, shall have the right to elect
               three (3) Directors.

                         (ii)  During any default period, such voting
               right of the holders of Series A Junior Participating
               Preferred Stock may be exercised initially at the next
               annual meeting of stockholders, and at any annual meeting
               of stockholders thereafter, provided that neither such
               voting right nor the right of the holders of any other
               series of Preferred Stock, if any, to elect Directors as
               provided in subparagraph (C)(i) above shall be exercised
               unless the holders of one-third in number of shares of
               Preferred Stock outstanding and entitled to vote with
               respect to such election shall be present in person or by
               proxy.  The absence of a quorum of the holders of Common
               Stock shall not affect the exercise by the holders of
               Preferred Stock of such voting right.  During any default
               period, the number of Directors shall not be increased or
               decreased except by vote of the holders of Preferred
               Stock then entitled to elect Directors pursuant to
               subparagraph (C)(i) voting as a class, irrespective of
               series, or pursuant to the rights of any equity
               securities ranking senior to or pari passu with the
               Series A Junior Participating Preferred Stock.

                         (iii)  In any default period, the holders of
               Common Stock, and other classes of stock of the
               Corporation if applicable, shall continue to be entitled
               to elect the whole number of Directors until the holders
               of Preferred Stock shall have exercised their right to
               elect three (3) Directors voting as a class, after the
               exercise of which right (x) the Directors so elected by
               the holders of Preferred Stock shall continue in office
               until their successor shall have been elected by such
               holders or until the expiration of the default period and
               (y) any vacancy in the Board of Directors may be filled
               in the manner set forth in Article Tenth of the
               Certificate of Incorporation.

                         (iv) Immediately upon the expiration of a
               default period, (x) the right of the holders of Preferred
               Stock as a class to elect Directors shall cease, (y) the
               term of any Directors elected by the holders of Preferred
               Stock as a class shall terminate, and (z) the number of
               Directors shall be such number as may be provided for in
               the certificate of incorporation or by-laws.  Any
               vacancies in the Board of Directors affected by the
               provisions of clauses (y) and (z) in the preceding
               sentence may be filled in the manner set forth in Article
               Tenth of the Certificate of Incorporation.

                         (D)  Except as set forth herein, holders of
               Series A Junior Participating Preferred Stock shall have
               no special voting rights and their consent shall not be
               required (except to the extent they are entitled to vote
               with holders of Common Stock as set forth herein) for
               taking any corporate action.

                         Section 4.  Certain Restrictions.

                         (A)  Whenever quarterly dividends or other
               dividends or distributions payable on the Series A Junior
               Participating Preferred Stock as provided in Section 2
               are in arrears, thereafter and until all accrued and
               unpaid dividends and distributions, whether or not
               declared, on shares of Series A Junior Participating
               Preferred Stock outstanding shall have been paid in full,
               the Corporation shall not

                              (i)  declare or pay dividends on, make any
                    other distributions on, or redeem or purchase or
                    otherwise acquire for consideration any shares of
                    stock ranking junior (either as to dividends or upon
                    liquidation, dissolution or winding up) to the
                    Series A Junior Participating Preferred Stock;

                              (ii) declare or pay dividends on or make
                    any other distributions on any shares of stock
                    ranking on a parity (either as to dividends or upon
                    liquidation, dissolution or winding up) with the
                    Series A Junior Participating Preferred Stock,
                    except dividends paid ratably on the Series A Junior
                    Participating Preferred Stock and all such parity
                    stock on which dividends are payable or in arrears
                    in proportion to the total amounts to which the
                    holders of all such shares are then entitled;

                              (iii) redeem or purchase or otherwise
                    acquire for consideration shares of any stock
                    ranking on a parity (either as to dividends or upon
                    liquidation, dissolution or winding up) with the
                    Series A Junior Participating Preferred Stock,
                    provided that the Corporation may at any time
                    redeem, purchase or otherwise acquire shares of any
                    such parity stock in exchange for shares of any
                    stock of the Corporation ranking junior (either as
                    to dividends or upon dissolution, liquidation or
                    winding up) to the Series A Junior Participating
                    Preferred Stock;

                              (iv)  except as otherwise provided in
                    Section 8, purchase or otherwise acquire for
                    consideration any shares of Series A Junior
                    Participating Preferred Stock, or any shares of
                    stock ranking on a parity with the Series A Junior
                    Participating Preferred Stock, except in accordance
                    with a purchase offer made in writing or by
                    publication (as determined by the Board of
                    Directors) to all holders of such shares upon such
                    terms as the Board of Directors, after consideration
                    of the respective annual dividend rates and other
                    relative rights and preferences of the respective
                    series and classes, shall determine in good faith
                    will result in fair and equitable treatment among
                    the respective series or classes.

                         (B)  The Corporation shall not permit any
               subsidiary of the Corporation to purchase or otherwise
               acquire for consideration any shares of stock of the
               Corporation unless the Corporation could, under paragraph
               (A) of this Section 4, purchase or otherwise acquire such
               shares at such time and in such manner.

                         Section 5.  Reacquired Shares.  Any shares of
               Series A Junior Participating Preferred Stock purchased
               or otherwise acquired by the Corporation in any manner
               whatsoever shall be retired and cancelled promptly after
               the acquisition thereof.  All such shares shall upon
               their cancellation become authorized but unissued shares
               of Preferred Stock and may be reissued as part of a new
               series of Preferred Stock to be created by resolution or
               resolutions of the Board of Directors, subject to the
               conditions and restrictions on issuance set forth herein.

                         Section 6.  Liquidation, Dissolution or Winding
               Up.  (A)  Upon any liquidation (voluntary or otherwise),
               dissolution or winding up of the Corporation, no
               distribution shall be made to the holders of shares of
               stock ranking junior (either as to dividends or upon
               liquidation, dissolution or winding up) to the Series A
               Junior Participating Preferred Stock unless, prior
               thereto, the holders of shares of Series A Junior
               Participating Preferred Stock shall have received $500
               per share, plus an amount equal to accrued and unpaid
               dividends and distributions thereon, whether or not
               declared, to the date of such payment (the "Series A
               Liquidation Preference").  Following the payment of the
               full amount of the Series A Liquidation Preference, no
               additional distributions shall be made to the holders of
               shares of Series A Junior Participating Preferred Stock
               unless, prior thereto, the holders of shares of Common
               Stock shall have received an amount per share (the
               "Common Adjustment") equal to the quotient obtained by
               dividing (i) the Series A Liquidation Preference by (ii)
               100 (as appropriately adjusted as set forth in
               subparagraph C below to reflect such events as stock
               splits, stock dividends and recapitalizations with
               respect to the Common Stock) (such number in clause (ii)
               immediately above, the "Adjustment Number").  Following
               the payment of the full amount of the Series A
               Liquidation Preference and the Common Adjustment in
               respect of all outstanding shares of Series A Junior
               Participating Preferred Stock and Common Stock,
               respectively, holders of Series A Junior Participating
               Preferred Stock and holders of shares of Common Stock
               shall receive their ratable and proportionate share of
               the remaining assets to be distributed in the ratio of
               the Adjustment Number to one (1) with respect to such
               Preferred Stock and Common Stock, on a per share basis,
               respectively.

                         (B)  In the event, however, that there are not
               sufficient assets available to permit payment in full of
               the Series A Liquidation Preference and the liquidation
               preferences of all other series of preferred stock, if
               any, which rank on a parity with the Series A Junior
               Participating Preferred Stock, then such remaining assets
               shall be distributed ratably to the holders of such
               parity shares in proportion to their respective
               liquidation preferences.  In the event, however, that
               there are not sufficient assets available to permit
               payment in full of the Common Adjustment, then such
               remaining assets shall be distributed ratably to the
               holders of Common Stock.

                         (C)  In the event the Corporation shall at any
               time after the Rights Declaration Date (i) declare any
               dividend on Common Stock payable in shares of Common
               Stock, (ii) subdivide the outstanding Common Stock, or
               (iii) combine the outstanding Common Stock into a smaller 
               number of shares, then in each such case the Adjustment
               Number in effect immediately prior to such event shall be
               adjusted by multiplying such Adjustment Number by a
               fraction the numerator of which is the number of shares
               of Common Stock outstanding immediately after such event,
               and the denominator of which is the number of shares of
               Common Stock that were outstanding immediately prior to
               such event.

                         Section 7.  Consolidation, Merger, etc.  In
               case the Corporation shall enter into any consolidation,
               merger, combination or other transaction in which the
               shares of Common Stock are exchanged for or changed into
               other stock or securities, cash and/or any other
               property, then in any such case the shares of Series A
               Junior Participating Preferred Stock shall at the same
               time be similarly exchanged or changed in an amount per
               share subject to the provision for adjustment hereinafter
               set forth equal to 100 times the aggregate amount of
               stock, securities, cash and/or any other property
               (payable in kind), as the case may be, into which or for
               which each share of Common Stock is changed or exchanged. 
               In the event the Corporation shall at any time after the
               Rights Declaration Date (i) declare any dividend on
               Common Stock payable in shares of Common Stock, (ii)
               subdivide the outstanding Common Stock, or (iii) combine
               the outstanding Common Stock into a smaller number of
               shares, then in each such case the amount set forth in
               the preceding sentence with respect to the exchange or
               change of shares of Series A Junior Participating
               Preferred Stock shall be adjusted by multiplying such
               amount by a fraction the numerator of which is the number
               of shares of Common Stock outstanding immediately after
               such event and the denominator of which is the number of
               shares of Common Stock that were outstanding immediately
               prior to such event.

                         Section 8.  Redemption.  The outstanding shares
               of Series A Junior Participating Preferred Stock may be
               redeemed at the option of the Board of Directors as a
               whole, but not in part, at any time, or from time to
               time, at a cash price per share equal to 105 percent of
               (i) the product of the Adjustment Number times the
               Average Market Value (as such term is hereinafter
               defined) of the Common Stock, plus (ii) all dividends
               which on the redemption date have accrued on the shares
               to be redeemed and have not been paid, or declared and a
               sum sufficient for the payment thereof set apart, without
               interest.  The "Average Market Value" is the average of
               the closing sale prices of the Common Stock during the
               30-day period immediately preceding the date before the
               redemption date on the Composite Tape for New York Stock
               Exchange Listed Stocks, or, if such stock is not quoted
               on the Composite Tape, on the New York Stock Exchange,
               or, if such stock is not listed on such Exchange, on the
               principal United States securities exchange registered
               under the Securities Exchange Act of 1934, as amended, on
               which such stock is listed, or, if such stock is not
               listed on any such exchange, the average of the closing
               sale prices with respect to a share of Common Stock
               during such 30-day period, as quoted on the National
               Association of Securities Dealers, Inc. Automated
               Quotations System or any system then in use, or if no
               such quotations are available, the fair market value of
               the Common Stock as determined by the Board of Directors
               in good faith.

                         Section 9.  Ranking.  The Series A Junior
               Participating Preferred Stock shall rank junior to all
               other series of Preferred Stock as to the payment of
               dividends and the distribution of assets, unless the
               terms of any such series shall provide otherwise.

                         Section 10.  Amendment.  The Certificate of
               Incorporation shall not be further amended in any manner
               which would materially alter or change the powers,
               preferences or special rights of the Series A Junior
               Participating Stock so as to affect them adversely
               without the affirmative vote of the holders of two-thirds
               or more of the outstanding shares of Series A Junior
               Participating Preferred Stock, voting separately as a
               class.

                         Section 11.  Fractional Shares.  Series a
               Junior Participating Preferred Stock may be issued in
               fractions of a share which shall entitle the holder, in
               proportion to such holder's fractional shares, to
               exercise voting rights, receive dividends, participate in
               distributions and to have the benefit of all other rights
               of holders of Series A Junior Participating Preferred
               Stock.


                         IN WITNESS WHEREOF, we have executed and
               subscribed this Certificate and do affirm the foregoing
               as true under the penalties of perjury this 24th day of

               June, 1986.

                                             /s/ James F. Montgomery    
                                             James F. Montgomery
                                             Chairman and Chief
                                               Executive

               Attest:

               /s/ J. Lance Erikson    
               J. Lance Erikson
               Senior Vice President
                 and Corporate Secretary


                                                               Exhibit B

                              [Form of Rights Certificate]

               Certificate No. R-                    ____________ Rights

               NOT EXERCISABLE AFTER JULY 14, 1996 OR EARLIER IF
               REDEEMED BY THE COMPANY.  THE RIGHTS ARE SUBJECT TO
               REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER
               RIGHT ON THE TERMS SET FORTH ON THE RIGHTS AGREEMENT. 
               UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY
               AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE
               RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH
               RIGHTS MAY BECOME NULL AND VOID.  [THE RIGHTS REPRESENTED
               BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED
               BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
               AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
               TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY,
               THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
               MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED
               IN SECTION 7(e) OF SUCH AGREEMENT] *

                                   Rights Certificate

                          GREAT WESTERN FINANCIAL CORPORATION

                         This certifies that                  , or
               registered assigns, is the registered owner of the number
               of Rights set forth above, each of which entitles the
               owner thereof, subject to the terms, provisions and
               conditions of the Rights Agreement, dated as of June 24,
               1986, as amended and restated as of June 27, 1995 (the
               "Rights Agreement"), Great Western Financial Corporation,
               a Delaware corporation (the "Company"), and First Chicago
               Trust Company of New York, a New York banking corporation
               (the "Rights Agent"), to purchase from the Company at any
               time prior to 5:00 PM (New York City time) on July 14,
               1996 at the office or offices of the Rights Agent
               designated for such purpose, or its successors as Rights

               ____________________ 
               *    The portion of the legend in brackets shall be
                    inserted only if applicable and shall replace the
                    preceding sentence.

               Agent, one one-hundredth of a fully paid, non-assessable
               share of Series A Junior Participating Preferred Stock
               (the "Preferred Stock") of the Company, at a purchase
               price of $175 per one one-hundredth of a share (the
               "Purchase Price"), upon presentation and surrender of
               this Rights Certificate with the Form of Election to
               Purchase and related Certificate duly executed.  The
               Purchase Price shall be paid, at the election of the
               holder, in cash or by certified check, bank check, money
               order or bank draft payable to the order of the Company. 
               The number of Rights evidenced by this Rights Certificate
               (and the number of shares which may be purchased upon
               exercise thereof) set forth above, and the Purchase Price
               set forth above, are the number and Purchase Price as of
               __________ __, 198__, based on the Preferred Stock as
               constituted at such date.

                         Upon the occurrence of a Section 11(a)(ii)
               Event (as such term is defined in the Rights Agreement),
               if the Rights evidenced by this Rights Certificate are
               beneficially owned by (i) an Acquiring Person or an
               Affiliate or Associate of an Acquiring Person (as such
               terms are defined in the Rights Agreement), (ii) a
               transferee of such Acquiring Person, Associate or
               Affiliate, or (iii) under certain circumstances specified
               in the Rights Agreement, a transferee of a person who,
               after such transfer, became such Acquiring Person, or an
               Affiliate or Associate of such Acquiring Person, such
               Rights shall become null and void and no holder hereof
               shall have any right with respect to such Rights from and
               after the occurrence of such Section 11(a)(ii) Event.

                         As provided in the Rights Agreement, the
               Purchase Price and the number and kind of shares of
               Preferred Stock or other securities, which may be
               purchased upon the exercise of the Rights evidenced by
               this Rights Certificate are subject to modification and
               adjustment upon the happening of certain events,
               including Triggering Events.

                         This Rights Certificate is subject to all of
               the terms, provisions and conditions of the Rights
               Agreement, which terms, provisions and conditions are
               hereby incorporated herein by reference and made a part
               hereof and to which Rights Agreement reference is hereby
               made for a full description of the rights, limitations of
               rights, obligations duties and immunities hereunder of
               the Rights Agent, the Company and the holders of the
               Rights Certificate, which limitations of rights include
               the temporary suspension of the exercisability of such
               Rights under the specific circumstances set forth in the
               Rights Agreement.  Copies of the Rights Agreement are on
               file at the offices of the Company and are also available
               upon written request to the Company.

                         This Rights Certificate, with or without other
               Rights Certificates, upon surrender at the principal
               office or offices of the Rights Agent designated for such
               purpose, may be exchanged for another Rights Certificate
               or Rights Certificates of like tenor and date evidencing
               Rights entitling the holder to purchase a like aggregate
               number of one one-hundredths of a share of Preferred
               Stock as the Rights evidenced by the Rights Certificate
               or Rights Certificates surrendered shall have entitled
               such holder to purchase.  If this Rights Certificate
               shall be exercised in part, the holder shall be entitled
               to receive upon surrender hereof another Rights
               Certificate or Rights Certificates for the number of
               whole Rights not exercised.

                         Subject to the provisions of the Rights
               Agreement, the Rights evidenced by this Certificate may
               be redeemed by the Company at its option at a redemption
               price of $.01 per Right at any time prior to the earlier
               of the close of business on (i) the tenth business day
               following the Stock Acquisition Date (as such time period
               may be extended pursuant to the Rights Agreement), and
               (ii) the Final Expiration Date.  After the expiration of
               the redemption period, the Company's right of redemption
               may be reinstated if an Acquiring Person reduces its
               beneficial ownership to less than 15% of the outstanding
               shares of Common Stock in a transaction or series of
               transactions not involving the Company, and such
               reinstatement is approved by the Company's Board of
               Directors (with the concurrence of a majority of the
               Continuing Directors, as such term is defined in the
               Rights Agreement).

                         No fractional shares of Preferred Stock will be
               issued upon the exercise of any Right or Rights evidenced
               hereby (other than fractions which are integral multiples
               of one one-hundredth of a share of Preferred Stock, which
               may, at the election of the Company, be evidenced by
               depositary receipts), but in lieu thereof a cash payment
               will be made, as provided in the Rights Agreement.

                         No holder of this Rights Certificate shall be
               entitled to vote or receive dividends or be deemed for
               any purpose the holder of shares of Preferred Stock or of
               any other securities of the Company which may at any time
               be issuable on the exercise hereof, nor shall anything
               contained in the Rights Agreement or herein be construed
               to confer upon the holder hereof, as such, any of the
               rights of a stockholder of the Company or any right to
               vote for the election of directors or upon any matter
               submitted to stockholders at any meeting thereof, or to
               give or withhold consent to any corporate action, or, to
               receive notice of meetings or other actions affecting
               stockholders (except as provided in the Rights
               Agreement), or to receive dividends or subscription
               rights, or otherwise until the Right or Rights evidenced
               by this Rights Certificate shall have been exercised as
               provided in the Rights Agreement.

                         This Rights Certificate shall not be valid or
               obligatory for any purpose until it shall have been
               countersigned by the Rights Agent.


                         WITNESS the facsimile signature of the proper
               officers of the Company and its corporate seal.

               Dated as of _______ ___, 19___

               ATTEST:                       GREAT WESTERN FINANCIAL
                                               CORPORATION

                                             By                         
                     Secretary                  Title:

               Countersigned:

                                        

               By                       
                  Authorized Signature


                      [Form of Reverse Side of Rights Certificate]

                                   FORM OF ASSIGNMENT

                    (To be executed by the registered holder if such
                  holder desires to transfer the Rights Certificate.)

               FOR VALUE RECEIVED                                       
               hereby sells, assigns and transfers unto                 

                                                                        
                     (Please print name and address of transferee)

                                                                        

               this Rights Certificate, together with all right, title
               and interest therein, and does hereby irrevocably
               constitute and appoint ________________________ Attorney,
               to transfer the within Rights Certificate on the books of
               the within-named Company, with full power of
               substitution.

               Dated:                   , 19   

                                                                        
                                        Signature

               Signature Guaranteed:


                                      Certificate

                         The undersigned hereby certifies by checking
               the appropriate boxes that:

                         (1)  this Rights Certificate [  ] is [  ] is
               not being sold, assigned and transferred by or on behalf
               of a Person who is or was an Acquiring Person or an
               Affiliate or Associate of any such Acquiring Person (as
               such terms are defined in the Rights Agreement);

                         (2)  after due inquiry and to the best
               knowledge of the undersigned, it [   ] did [  ] did not
               acquire the Rights evidenced by this Rights Certificate
               from any Person who is, was or subsequently became an
               Acquiring Person or an Affiliate or Associate of an
               Acquiring Person.

               Dated:              , 19                                 
                                             Signature

               Signature Guaranteed:


                                         NOTICE

                         The signature to the foregoing Assignment and
               Certificate must correspond to the name as written upon
               the face of this Rights Certificate in every particular,
               without alteration or enlargement or any change
               whatsoever.


                              FORM OF ELECTION TO PURCHASE

                           (To be executed if holder desires
                           to exercise Rights represented by
                            the Rights Certificate.)

               To:  GREAT WESTERN FINANCIAL CORPORATION:

                         The undersigned hereby irrevocably elects to
               exercise __________ Rights represented by this Rights
               Certificate to purchase the shares of Preferred Stock
               issuable upon the exercise of the Rights (or such other
               securities of the Company or of any other person which
               may be issuable upon the exercise of the Rights) and
               requests that certificates for such shares be issued in
               the name of and delivered to:

               Please insert social security
               or other identifying number

                                                                        
                            (Please print name and address)

                                                                        


                         If such number of Rights shall not be all the
               Rights evidenced by this Rights Certificate, a new Rights
               Certificate for the balance of such Rights shall be
               registered in the name of and delivered to:

               Please insert social security
               or other identifying number

                                                                        
                            (Please print name and address)

                                                                        

                                                                        

               Dated:                   , 19  

                                                                        
                                        Signature

               Signature Guaranteed:


                                      Certificate

                         The undersigned hereby certifies by checking
               the appropriate boxes that:

                         (1)  the Rights evidenced by this Rights
               Certificate [  ] are [  ] are not being exercised by or
               on behalf of a Person who is or was an Acquiring Person
               or an Affiliate or Associate or any such Acquiring Person
               (as such terms are defined in the Rights Agreement);

                         (2)  after due inquiry and to the best
               knowledge of the undersigned, it [  ] did [  ] did not
               acquire the Rights evidenced by this Rights Certificate
               from any Person who is, was or became an Acquiring Person
               or an Affiliate or Associate of an Acquiring Person.

               Date:               , 19                                 
                                             Signature

               Signature Guaranteed:


                                         NOTICE

                         The signature to the foregoing Election to
               Purchase and Certificate must correspond to the name as
               written upon the face of this Rights Certificate in every
               particular, without alteration or enlargement or any
               change whatsoever.


                                                               Exhibit C

                                        FORM OF
                             SUMMARY OF RIGHTS TO PURCHASE
                                    PREFERRED STOCK

                         On June 24, 1986, the Board of Directors of
               Great Western Financial Corporation (the "Company")
               declared a dividend distribution of one Right for each
               outstanding share of the common stock, par value $1.00
               per share, of the Company (the "Common Stock") to
               stockholders of record at the close of business on July
               14, 1986.  Each Right entitles the registered holder to
               purchase from the Company a unit consisting of one one-
               hundredth of a share (a "Unit") of Series A Junior
               Participating Preferred Stock, par value $1.00 per share
               (the "Preferred Stock"), at a Purchase Price of $175 per
               Unit, subject to adjustment.  The Purchase Price may be
               paid, at the option of the holder, in cash, or shares of
               Common Stock having a value at the time of exercise equal
               to the Purchase Price.  The description and terms of the
               Rights are set forth in a Rights Agreement (the "Rights
               Agreement") between the Company and Morgan Guaranty Trust
               Company of New York, as Rights Agent.

                         Initially, the Rights will be attached to all
               Common Stock certificates representing shares then
               outstanding, and no separate Rights Certificates will be
               distributed.  The Rights will separate from the Common
               Stock and a Distribution Date will occur upon the earlier
               of (i) 10 business days following a public announcement
               that a person or group of affiliated or associated
               persons (an "Acquiring Person") has acquired, or obtained
               the right to acquire, beneficial ownership of 20% or more
               of the outstanding shares of Common Stock (the "Stock
               Acquisition Date"), or (ii) 10 business days after the
               date a tender of exchange offer that would result in a
               person or group beneficially owning 25% or more of the
               outstanding shares of Common Stock is first published,
               sent or given to the Company's stockholders.  Until the
               Distribution Date, (i) the Rights will be evidenced by
               the Common Stock certificates and will be transferred
               with and only with such Common Stock certificates, (ii)
               new Common Stock certificates issued after July 14, 1986
               will contain a notation incorporating the Rights
               Agreement by reference and (iii) the surrender for
               transfer of any certificate for Common Stock outstanding
               will also constitute the transfer of the Rights
               associated with the Common Stock represented by such
               certificate.

                         The Rights are not exercisable until the
               Distribution Date and will expire at the close of
               business on July 14, 1996, unless earlier redeemed by the
               Company as described below.

                         As soon as practicable after the Distribution
               Date, Rights Certificates will be mailed to holders of
               record of the Common Stock as of the close of business on
               the Distribution Date and, thereafter, the separate
               Rights Certificates alone will represent the Rights. 
               Except as otherwise determined by the Board of Directors,
               only shares of Common Stock issued prior to the
               Distribution Date will be issued with Rights.

                         In the event that, at any time following the
               Distribution Date, (i) the Company is the surviving
               corporation in a merger with an Acquiring Person and the
               Common Stock is not changed or exchanged, (ii) a person
               or group becomes the beneficial owner of 25% or more of
               the then outstanding shares of Common Stock, (iii) an
               Acquiring Person engages in one or more "self-dealing"
               transactions as set forth in the Rights Agreement, or
               (iv) during such time as there is an Acquiring Person, an
               event occurs which results in any Acquiring Person's
               ownership interest in the Company being increased by more
               than 1% (e.g., a reverse stock split), each holder of a
               Right will thereafter have the right to receive, upon
               exercise, Common Stock (or, in certain circumstances,
               cash, property or other securities of the Company) having
               a value equal to two times the exercise price of the
               Right.  Notwithstanding any of the foregoing, following
               the occurrence of any of the events set forth in this
               paragraph, all Rights that are, or (under certain
               circumstances specified in the Rights Agreement) were,
               beneficially owned by an Acquiring Person which the Board
               of Directors, in its sole discretion, determines is or
               was involved in, or caused or facilitated, directly or
               indirectly, any of such events, will be null and void. 
               However, Rights are not exercisable following the first
               occurrence of any of the events set forth in this
               paragraph until such time as the Rights are no longer
               redeemable by the Company as described below.

                         For example, following an event described in
               the preceding paragraph, at an exercise price of $175 per
               Right, each Right not voided as described above would
               entitle its holder to purchase $350 worth of Common Stock
               (or other consideration, as noted above) for $175. 
               Assuming that the Common Stock had a per share value of
               $50 at such time, the holder of each valid Right would be
               entitled to purchase 7 shares of Common Stock for $175.

                         In the event that, at any time following the
               Stock Acquisition Date, (i) the Company is acquired in a
               merger or other business combination transaction in which
               the Company is not the surviving corporation (other than
               a merger described in the second preceding paragraph), or
               (ii) 50% or more of the Company's assets or earning power
               is sold or transferred, each holder of a Right (except
               Rights which previously have been voided as described
               above) shall thereafter have the right to receive, upon
               exercise, common stock of the acquiring company having a
               value equal to two times the exercise price of the Right.

                         The Purchase Price payable, and the number of
               Units of Preferred Stock or other securities or property
               issuable, upon exercise of the Rights are subject to
               adjustment from time to time to prevent dilution (i) in
               the event of a stock dividend on, or a subdivision,
               combination or reclassification of, the Preferred Stock,
               (ii) if holders of the Preferred Stock are granted
               certain rights or warrants to subscribe for Preferred
               Stock or convertible securities at less than the current
               market price of the Preferred Stock, or (iii) upon the
               distribution to holders of the Preferred Stock of
               evidences of indebtedness or assets (excluding regular
               quarterly cash dividends) or of subscription rights or
               warrants (other than those referred to above).

                         With certain exceptions, no adjustment in the
               Purchase Price will be required until cumulative
               adjustments amount to at least 1% of the Purchase Price. 
               No fractional Units will be issued and, in lieu thereof,
               an adjustment in cash will be made based on the market
               price of the Preferred Stock on the last trading date
               prior to the date of exercise.

                         At any time until ten business days following
               the Stock Acquisition Date, the Company may redeem the
               Rights in whole, but not in part, at a price of $.01 per
               Right.  After the redemption period has expired, the
               Company's right of redemption may be reinstated if, among
               other things, an Acquiring Person reduces its beneficial
               ownership to 10% or less of the outstanding shares of
               Common Stock in a transaction or series of transactions
               not involving the Company.  Immediately upon the action
               of the Board of Directors ordering redemption of the
               Rights, the Rights will terminate and the only right of
               the holders of Rights will be to receive the $.01 per
               Right redemption price.

                         Until a Right is exercised, the holder thereof,
               as such, will have no rights as a stockholder of the
               Company, including, without limitation, the right to vote
               or to receive dividends.  While the distribution of the
               Rights will not be taxable to stockholders or to the
               Company, stockholders may, depending upon the
               circumstances, recognize taxable income in the event that
               the Rights become exercisable for Common Stock (or other
               consideration) of the Company or for common stock of an
               acquiring company as set forth above.

                         Other than those provisions relating to the
               principal economic terms of the Rights, any of the
               provisions of the Rights Agreement may be amended by the
               Board of Directors of the Company prior to the
               Distribution Date.  After the Distribution Date, the
               provisions of the Rights Agreement may be amended by the
               Board in order to cure any ambiguity, to make changes
               which do not adversely affect the interests of holders of
               Rights, or to shorten or lengthen any time period under
               the Rights Agreement (including the time period governing
               redemption); provided, however, that no amendment to
               adjust the time period governing redemption may be made
               at such time as the Rights are not redeemable.

                         A copy of the Rights Agreement has been filed
               with the Securities and Exchange Commission as an Exhibit
               to a Registration Statement on Form 8-A dated June 25,
               1986.  A copy of the Rights Agreement is available free
               of charge from the Company.  This summary description of
               the Rights does not purport to be complete and is
               qualified in its entirety by reference to the Rights
               Agreement, which is incorporated herein by reference.



                                                            EXHIBIT 99.2

                          GREAT WESTERN FINANCIAL CORPORATION

                                          and

                        FIRST CHICAGO TRUST COMPANY OF NEW YORK

                                      Rights Agent

                                                      

                                    Rights Agreement

                               Dated as of June 27, 1995


                                   Table of Contents

                  Section                                         Page

                  1.  Certain Definitions . . . . . . . . . . . .    3

                  2.  Appointment of Rights Agent . . . . . . . .   10

                  3.  Issue of Rights Certificates  . . . . . . .   10

                  4.  Form of Rights Certificates . . . . . . . .   15

                  5.  Countersignature and Registration . . . . .   17

                  6.  Transfer, Split Up, Combination and
                       Exchange of Rights Certificates;
                       Mutilated, Destroyed, Lost or
                       Stolen Rights Certificates . . . . . . . .   19

                  7.  Exercise of Rights; Purchase Price;
                       Expiration Date of Rights  . . . . . . . .   21

                  8.  Cancellation and Destruction of
                       Rights Certificates  . . . . . . . . . . .   28

                  9.  Reservation and Availability of
                       Capital Stock  . . . . . . . . . . . . . .   28

                  10.  Preferred Stock Record Date  . . . . . . .   32

                  11.  Adjustment of Purchase Price,
                        Number and Kind of Shares or
                        Number of Rights  . . . . . . . . . . . .   34

                  12.  Certificate of Adjusted Purchase
                        Price or Number of Shares . . . . . . . .   58

                  13.  Consolidation, Merger or Sale
                        or Transfer of Assets or Earning
                        Power . . . . . . . . . . . . . . . . . .   59

                  14.  Fractional Rights and Fractional
                        Shares  . . . . . . . . . . . . . . . . .   66

                  15.  Rights of Action . . . . . . . . . . . . .   69

                  16.  Agreement of Rights Holders  . . . . . . .   70

                  17.  Rights Certificate Holder Not Deemed
                        a Stockholder . . . . . . . . . . . . . .   72

                  18.  Concerning the Rights Agent  . . . . . . .   73

                  19.  Merger or Consolidation or Change of
                        Name of Rights Agent  . . . . . . . . . .   74

                  20.  Duties of Rights Agent . . . . . . . . . .   75

                  21.  Change of Rights Agent . . . . . . . . . .   80

                  22.  Issuance of New Rights Certificates  . . .   83

                  23.  Redemption and Termination . . . . . . . .   84

                  24.  Notice of Certain Events . . . . . . . . .   91

                  25.  Notices  . . . . . . . . . . . . . . . . .   93

                  26.  Supplements and Amendments . . . . . . . .   94

                  27.  Successors . . . . . . . . . . . . . . . .   96

                  28.  Determinations and Actions
                        by the Board of Directors, etc. . . . . .   96

                  29.  Benefits of this Agreement . . . . . . . .   98

                  30.  Severability . . . . . . . . . . . . . . .   98

                  31.  Governing Law  . . . . . . . . . . . . . .   99

                  32.  Counterparts . . . . . . . . . . . . . . .  100

                  33.  Descriptive Headings . . . . . . . . . . .  100

                  Exhibit A  --  Certificate of Designation,
                                 Preferences and Rights

                  Exhibit B  --  Form of Rights Certificate


                                    RIGHTS AGREEMENT

                         RIGHTS AGREEMENT, dated as of June 27, 1995
               (the "Agreement"), between Great Western Financial
               Corporation, a Delaware corporation (the "Company"), and
               First Chicago Trust Company of New York (the "Rights
               Agent").

                                  W I T N E S S E T H 

                         WHEREAS, on June 24, 1986, the Board of
               Directors of the Company (the "Board") (i) approved and
               adopted a Rights Agreement (which Rights Agreement, as
               subsequently amended, is referred to herein as the
               "Existing Rights Agreement") between the Company and the
               rights agent thereunder, (ii) authorized and declared a
               dividend distribution of one right (an "Existing Right")
               for each share of common stock, par value $1.00 per
               share, of the Company (the "Common Stock") outstanding at
               the close of business on July 14, 1986 (the "1986 Record
               Date") and (iii) authorized the issuance of one Existing
               Right (as such number may have been adjusted pursuant to
               the provisions of Section 11(p) of the Existing Rights
               Agreement) for each share of Common Stock of the Company
               issued between the 1986 Record Date (whether originally
               issued or delivered from the Company's treasury) and the
               "Distribution Date" specified in the Existing Rights
               Agreement;

                         WHEREAS, pursuant to the Existing Rights
               Agreement, the Existing Rights will expire no later than
               July 14, 1996; 

                         WHEREAS, on June 27, 1995 (the "Rights Dividend
               Declaration Date"), the Board authorized and declared a
               dividend distribution of one Right for each share of
               Common Stock outstanding at the close of business on the
               "Expiration Date" specified in the Existing Agreement
               (the "Record Date"), and has authorized the issuance of
               one Right (as such number may hereinafter be adjusted
               pursuant to the provisions of Section 11(p) hereof) for
               each share of Common Stock of the Company issued between
               the Record Date (whether originally issued or delivered
               from the Company's treasury) and the Distribution Date
               (as defined below), each Right initially representing the
               right to purchase one one-hundredth of a share of Series
               A Junior Participating Preferred Stock of the Company
               having the rights, powers and preferences set forth in
               the Certificate of Designation attached hereto as Exhibit
               A, upon the terms and subject to the conditions
               hereinafter set forth (the "Rights");

                         NOW, THEREFORE, in consideration of the
               premises and the mutual agreements herein set forth, the
               parties hereby agree as follows: 

                         Section 1.  Certain Definitions.  For purposes
               of this Agreement, the following terms have the meanings
               indicated: 

                              (a)  "Acquiring Person" shall mean any
               Person who or which, together with all Affiliates and
               Associates of such Person, shall be the Beneficial Owner
               of 15% or more of the shares of Common Stock then
               outstanding, but shall not include (i) the Company, (ii)
               any Subsidiary of the Company, (iii) any employee benefit
               plan of the Company or of any Subsidiary of the Company,
               (iv) any Person or entity organized, appointed or
               established by the Company for or pursuant to the terms
               of any such plan or (v) any Person who has reported or is
               required to report such ownership (but less than 20%) on
               Schedule 13G under the Exchange Act (or any comparable or
               successor report) or on Schedule 13D under the Exchange
               Act (or any comparable or successor report) which
               Schedule 13G or 13D does not state any intention to, or
               reserve the right to, control or influence the management
               or policies of the Company or (with respect to any such
               Schedule 13D) engage in any of the actions specified in
               Item 4 of such Schedule (other than the disposition of
               the Common Stock) and who, within 10 Business Days of
               being requested by the Company to advise it regarding the
               same, certifies to the Company that such Person acquired
               shares of Common Stock in excess of 14.9% inadvertently
               or without knowledge of the terms of the Rights and who,
               together with all Affiliates and Associates, thereafter
               does not acquire additional shares of Common Stock while
               the Beneficial Owner of 15% or more of the shares of
               Common Stock then outstanding; provided, however, that if
               the Person requested to so certify fails to do so within
               10 Business Days, then such Person shall become an
               Acquiring Person immediately after such 10 Business Day
               Period.

                              (b)  "Affiliate" and "Associate" shall
               have the respective meanings ascribed to such terms in
               Rule 12b-2 of the General Rules and Regulations under the
               Securities Exchange Act of 1934, as amended and in effect
               on the date of this Agreement (the "Exchange Act"). 

                              (c)  A Person shall be deemed the
               "Beneficial Owner" of, and shall be deemed to
               "beneficially own," any securities: 

                                   (i)  which such Person or any
                     of such Person's Affiliates or Associates,
                     directly or indirectly, has the right to
                     acquire (whether such right is exercisable
                     immediately or only after the passage of
                     time) pursuant to any agreement, arrangement
                     or understanding (whether or not in writing)
                     or upon the exercise of conversion rights,
                     exchange rights, rights, warrants or options,
                     or otherwise; provided, however, that a
                     Person shall not be deemed the "Beneficial
                     Owner" of, or to "beneficially own," (A)
                     securities tendered pursuant to a tender or
                     exchange offer made by such Person or any of
                     such Person's Affiliates or Associates until
                     such tendered securities are accepted for
                     purchase or exchange, or (B) securities
                     issuable upon exercise of Rights at any time
                     prior to the occurrence of a Triggering
                     Event, or (C) securities issuable upon
                     exercise of Rights from and after the
                     occurrence of a Triggering Event which Rights
                     were acquired by such Person or any of such
                     Person's Affiliates or Associates prior to
                     the Distribution Date or pursuant to Section
                     3(a) or Section 22 hereof (the "Original
                     Rights") or pursuant to Section 11(i) hereof
                     in connection with an adjustment made with
                     respect to any Original Rights; 

                              (ii)  which such Person or any of
                     such Person's Affiliates or Associates,
                     directly or indirectly, has the right to vote
                     or dispose of or has "beneficial ownership"
                     of (as determined pursuant to Rule 13d-3 of
                     the General Rules and Regulations under the
                     Exchange Act), including pursuant to any
                     agreement, arrangement or understanding,
                     whether or not in writing; provided, however,
                     that a Person shall not be deemed the
                     "Beneficial Owner" of, or to "beneficially
                     own," any security under this subparagraph
                     (ii) as a result of an agreement, arrangement
                     or understanding to vote such security if
                     such agreement, arrangement or understanding: 
                     (A) arises solely from a revocable proxy
                     given in response to a public proxy or
                     consent solicitation made pursuant to, and in
                     accordance with, the applicable provisions of
                     the General Rules and Regulations under the
                     Exchange Act, and (B) is not also then
                     reportable by such Person on Schedule 13D
                     under the Exchange Act (or any comparable or
                     successor report); or 

                              (iii)  which are beneficially owned,
                     directly or indirectly, by any other Person
                     (or any Affiliate or Associate thereof) with
                     which such Person (or any of such Person's
                     Affiliates or Associates) has any agreement,
                     arrangement or understanding (whether or not
                     in writing), for the purpose of acquiring,
                     holding, voting (except pursuant to a
                     revocable proxy as described in the proviso
                     to subparagraph (ii) of this paragraph (c))
                     or disposing of any voting securities of the
                     Company;

               provided, however, that nothing in this paragraph (c)
               shall cause a Person engaged in business as an
               underwriter of securities to be the "Beneficial Owner"
               of, or to "beneficially own", any securities acquired
               through such Person's participation in good faith in a
               firm commitment underwriting until the expiration of
               forty days after the date of such acquisition.

                              (d)  "Business Day" shall mean any day
               other than a Saturday, Sunday or a day on which banking
               institutions in the State of New York are authorized or
               obligated by law or executive order to close.

                              (e)  "Close of business" on any given date
               shall mean 5:00 P.M., New York City time, on such date;
               provided, however, that if such date is not a Business
               Day it shall mean 5:00 P.M., New York City time, on the
               next succeeding Business Day. 

                              (f)  "Common Stock" shall mean the common
               stock, par value $1.00 per share, of the Company, except
               that "Common Stock" when used with reference to any
               Person other than the Company shall mean the capital
               stock of such Person with the greatest voting power, or
               the equity securities or other equity interest having
               power to control or direct the management, of such
               Person. 

                              (g)  "Continuing Director" shall mean (i)
               any member of the Board, while such Person is a member of
               the Board, who is not an Acquiring Person, or an
               Affiliate or Associate of an Acquiring Person, or a
               representative of an Acquiring Person or of any such
               Affiliate or Associate, and was a member of the Board
               prior to the date of this Agreement, or (ii) any Person
               who subsequently becomes a member of the Board, while
               such Person is a member of the Board, who is not an
               Acquiring Person, or an Affiliate or Associate of an
               Acquiring Person, or a representative of an Acquiring
               Person or of any such Affiliate or Associate, if such
               Person's nomination for election or election to the Board
               is recommended or approved by a majority of the
               Continuing Directors.

                              (h)  "Person" shall mean any individual,
               firm, corporation, partnership or other entity. 

                              (i)  "Preferred Stock" shall mean shares
               of Series A Junior Participating Preferred Stock, par
               value $1.00 per share, of the Company and, to the extent
               that there are not a sufficient number of shares of
               Series A Junior Participating Preferred Stock authorized
               to permit the full exercise of the Rights, any other
               series of Preferred Stock, par value $0.01 per share, of
               the Company designated for such purpose containing terms
               substantially similar to the terms of the Series A Junior
               Participating Preferred Stock.

                              (j)  "Section 11(a)(ii) Event" shall mean
               any event described in Section 11(a)(ii) hereof. 

                              (k)  "Section 13 Event" shall mean any
               event described in clauses (x), (y) or (z) of Section
               13(a) hereof. 

                              (l)  "Stock Acquisition Date" shall mean
               the first date of public announcement (which, for
               purposes of this definition, shall include, without
               limitation, a report filed pursuant to Section 13(d)
               under the Exchange Act) by the Company or an Acquiring
               Person that an Acquiring Person has become such. 

                              (m)  "Subsidiary" shall mean, with
               reference to any Person, any corporation of which an
               amount of voting securities sufficient to elect at least
               a majority of the directors of such corporation is
               beneficially owned, directly or indirectly, by such
               Person, or otherwise controlled by such Person. 

                              (n)  "Triggering Event" shall mean any
               Section 11(a)(ii) Event or any Section 13 Event. 

                         Section 2.  Appointment of Rights Agent.  The
               Company hereby appoints the Rights Agent to act as agent
               for the Company and the holders of the Rights (who, in
               accordance with Section 3 hereof, shall prior to the
               Distribution Date also be the holders of the Common
               Stock) in accordance with the terms and conditions
               hereof, and the Rights Agent hereby accepts such
               appointment.  The Company may from time to time appoint
               such Co-Rights Agents as it may deem necessary or
               desirable. 

                         Section 3.  Issue of Rights Certificates.   

                              (a)  Until the earlier of (i) the close of
               business on the tenth business day after the Stock
               Acquisition Date (or, if the tenth business day after the
               Stock Acquisition Date occurs before the Record Date, the
               close of business on the Record Date), or (ii) the close
               of business on the tenth business day (or such later date
               as the Board shall determine, provided, however, that any
               lengthening of such date following the first occurrence
               of either of the events set forth in clauses (i) and (ii)
               of the first proviso to Section 23(a) hereof shall be
               effective only if there are Continuing Directors and
               shall require the concurrence of a majority of such
               Continuing Directors) after the date that a tender or
               exchange offer by any Person (other than the Company, any
               Subsidiary of the Company, any employee benefit plan of
               the Company or of any Subsidiary of the Company, or any
               Person or entity organized, appointed or established by
               the Company for or pursuant to the terms of any such
               plan) is first published or sent or given within the
               meaning of Rule 14d-2(a) of the General Rules and
               Regulations under the Exchange Act, if upon consummation
               thereof, such Person would be the Beneficial Owner of 15%
               or more of the shares of Common Stock then outstanding
               (the earlier of (i) and (ii) being herein referred to as
               the "Distribution Date"), (x) the Rights will be
               evidenced (subject to the provisions of paragraph (b) of
               this Section 3) by the certificates for the Common Stock
               registered in the names of the holders of the Common
               Stock (which certificates for Common Stock shall be
               deemed also to be certificates for Rights) and not by
               separate certificates, and (y) the Rights will be
               transferable only in connection with the transfer of the
               underlying shares of Common Stock (including a transfer
               to the Company).  As soon as practicable after the
               Distribution Date, the Rights Agent will send by
               first-class, insured, postage prepaid mail, to each
               record holder of the Common Stock as of the close of
               business on the Distribution Date, at the address of such
               holder shown on the records of the Company, one or more
               right certificates, in substantially the form of Exhibit
               B hereto (the "Rights Certificates"), evidencing one
               Right for each share of Common Stock so held, subject to
               adjustment as provided herein.  In the event that an
               adjustment in the number of Rights per share of Common
               Stock has been made pursuant to Section 11(p) hereof, at
               the time of distribution of the Right Certificates, the
               Company shall make the necessary and appropriate rounding
               adjustments (in accordance with Section 14(a) hereof) so
               that Rights Certificates representing only whole numbers
               of Rights are distributed and cash is paid in lieu of any
               fractional Rights.  As of and after the Distribution
               Date, the Rights will be evidenced solely by such Rights
               Certificates. 

                              (b)  With respect to certificates for the
               Common Stock outstanding as of the Record Date, until the
               Distribution Date, the Rights will be evidenced by such
               certificates for the Common Stock and the registered
               holders of the Common Stock shall also be the registered
               holders of the associated Rights.  Until the earlier of
               the Distribution Date or the Expiration Date (as such
               term is defined in Section 7 hereof), the transfer of any
               certificates representing shares of Common Stock in
               respect of which Rights have been issued shall also
               constitute the transfer of the Rights associated with
               such shares of Common Stock. 

                              (c)  Rights shall be issued in respect of
               all shares of Common Stock which are issued (whether
               originally issued or from the Company's treasury) after
               the Record Date but prior to the earlier of the
               Distribution Date or the Expiration Date.  Certificates
               representing such shares of Common Stock shall also be
               deemed to be certificates for Rights, and shall bear the
               following legend:

                         This certificate also evidences and
                     entitles the holder hereof to certain Rights
                     as set forth in the Rights Agreement between
                     Great Western Financial Corporation (the
                     "Company") and the rights agent thereunder
                     (the "Rights Agent") dated as of June 27,
                     1995, as such agreement may be amended from
                     time to time (the "Rights Agreement"), the
                     terms of which are hereby incorporated herein
                     by reference and a copy of which is on file
                     at the principal offices of the Company. 
                     Under certain circumstances, as set forth in
                     the Rights Agreement, such Rights will be
                     evidenced by separate certificates and will
                     no longer be evidenced by this certificate. 
                     The Company will mail to the holder of this
                     certificate a copy of the Rights Agreement,
                     as in effect on the date of mailing, without
                     charge promptly after receipt of a written
                     request therefor.  Under certain
                     circumstances set forth in the Rights
                     Agreement, Rights issued to, or held by, any
                     Person who is, was or becomes an Acquiring
                     Person or any Affiliate or Associates thereof
                     (as such terms are defined in the Rights
                     Agreement), whether currently held by or on
                     behalf of such Person or by any subsequent
                     holder, may become null and void. 

               With respect to such certificates containing the
               foregoing legend, until the earlier of (i) the
               Distribution Date or (ii) the Expiration Date, the Rights
               associated with the Common Stock represented by such
               certificates shall be evidenced by such certificates
               alone and registered holders of Common Stock shall also
               be the registered holders of the associated Rights, and
               the transfer of any of such certificates shall also
               constitute the transfer of the Rights associated with the
               Common Stock represented by such certificates. 

                         Section 4.  Form of Rights Certificates. 

                              (a)  The Rights Certificates (and the
               forms of election to purchase and of assignment to be
               printed on the reverse thereof) shall each be
               substantially in the form set forth in Exhibit B hereto
               and may have such marks of identification or designation
               and such legends, summaries or endorsements printed
               thereon as the Company may deem appropriate and as are
               not inconsistent with the provisions of this Agreement,
               or as may be required to comply with any applicable law
               or with any rule or regulation made pursuant thereto or
               with any rule or regulation of any stock exchange on
               which the Rights may from time to time be listed, or to
               conform to usage.  Subject to the provisions of Section
               11 and Section 22 hereof, the Rights Certificates,
               whenever distributed, shall be dated as of the Record
               Date and on their face shall entitle the holders thereof
               to purchase such number of one one-hundredths of a share
               of Preferred Stock as shall be set forth therein at the
               price set forth therein (such exercise price per one
               one-hundredth of a share, the "Purchase Price"), but the
               amount and type of securities purchasable upon the
               exercise of each Right and the Purchase Price thereof
               shall be subject to adjustment as provided herein. 

                              (b)  Any Rights Certificate issued
               pursuant to Section 3(a) or Section 22 hereof that
               represents Rights beneficially owned by:  (i) an
               Acquiring Person or any Associate or Affiliate of an
               Acquiring Person, (ii) a transferee of an Acquiring
               Person (or of any such Associate or Affiliate) who
               becomes a transferee after the Acquiring Person becomes
               such, or (iii) a transferee of an Acquiring Person (or of
               any such Associate or Affiliate) who becomes a transferee
               prior to or concurrently with the Acquiring Person
               becoming such and receives such Rights pursuant to either
               (A) a transfer (whether or not for consideration) from
               the Acquiring Person to holders of equity interests in
               such Acquiring Person, or to any Person with whom such
               Acquiring Person has any continuing agreement,
               arrangement or understanding regarding the transferred
               Rights or (B) a transfer which the Board has determined
               is part of a plan, arrangement or understanding which has
               as a primary purpose or effect avoidance of Section 7(e)
               hereof (provided, however, that following the first
               occurrence of either of the events set forth in clauses
               (i) and (ii) of the first proviso to Section 23(a)
               hereof, the determination described in this clause (B)
               shall be made by the vote of a majority of the Continuing
               Directors), and any Rights Certificate issued pursuant to
               Section 6 or Section 11 hereof upon transfer, exchange,
               replacement or adjustment of any other Rights Certificate
               referred to in this sentence, shall contain (to the
               extent feasible) the following legend: 

                     The Rights represented by this Rights
                     Certificate are or were beneficially owned by
                     a Person who was or became an Acquiring
                     Person or an Affiliate or Associate of an
                     Acquiring Person (as such terms are defined
                     in the Rights Agreement).  Accordingly, this
                     Rights Certificate and the Rights represented
                     hereby may become null and void in the
                     circumstances specified in Section 7(e) of
                     such Agreement. 

                         Section 5.  Countersignature and Registration. 

                              (a)  The Rights Certificates shall be
               executed on behalf of the Company by its Chairman of the
               Board, its Vice Chairman, its President or any Vice
               President, either manually or by facsimile signature, and
               shall have affixed thereto the Company's seal or a
               facsimile thereof which shall be attested by the
               Secretary or an Assistant Secretary of the Company,
               either manually or by facsimile signature.  The Rights
               Certificates shall be manually countersigned by the
               Rights Agent and shall not be valid for any purpose
               unless so countersigned.  In case any officer of the
               Company who shall have signed any of the Rights
               Certificates shall cease to be such officer of the
               Company before countersignature by the Rights Agent and
               issuance and delivery by the Company, such Rights
               Certificates, nevertheless, may be countersigned by the
               Rights Agent and issued and delivered by the Company with
               the same force and effect as though the person who signed
               such Rights Certificates had not ceased to be such
               officer of the Company; and any Rights Certificates may
               be signed on behalf of the Company by any person who, at
               the actual date of the execution of such Rights
               Certificate, shall be a proper officer of the Company to
               sign such Rights Certificate, although at the date of the
               execution of this Rights Agreement any such person was
               not such an officer. 

                              (b)  Following the Distribution Date, the
               Rights Agent will keep or cause to be kept, at its
               principal office or offices designated as the appropriate
               place for surrender of Rights Certificates upon exercise
               or transfer, books for registration and transfer of the
               Rights Certificates issued hereunder.  Such books shall
               show the names and addresses of the respective holders of
               the Rights Certificates, the number of Rights evidenced
               on its face by each of the Rights Certificates, the
               certificate number of each of the Rights Certificates and
               the date of each of the Rights Certificates. 

                         Section 6.  Transfer, Split Up, Combination and
               Exchange of Rights Certificates; Mutilated, Destroyed,
               Lost or Stolen Rights Certificates.  (a)  Subject to the
               provisions of Section 4(b), Section 7(e) and Section 14
               hereof, at any time after the close of business on the
               Distribution Date, and at or prior to the close of
               business on the Expiration Date, any Rights Certificate
               or Certificates may be transferred, split up, combined or
               exchanged for another Rights Certificate or Certificates,
               entitling the registered holder to purchase a like number
               of one one-hundredths of a share of Preferred Stock (or,
               following a Triggering Event, Common Stock, other
               securities, cash or other assets, as the case may be) as
               the Rights Certificate or Certificates surrendered then
               entitled such holder (or former holder in the case of a
               transfer) to purchase.  Any registered holder desiring to
               transfer, split up, combine or exchange any Rights
               Certificate or Certificates shall make such request in
               writing delivered to the Rights Agent, and shall
               surrender the Rights Certificate or Certificates to be
               transferred, split up, combined or exchanged at the
               principal office or offices of the Rights Agent
               designated for such purpose.  Neither the Rights Agent
               nor the Company shall be obligated to take any action
               whatsoever with respect to the transfer of any such
               surrendered Rights Certificate until the registered
               holder shall have completed and signed the certificate
               contained in the form of assignment on the reverse side
               of such Rights Certificate and shall have provided such
               additional evidence of the identity of the Beneficial
               Owner (or former Beneficial Owner) or Affiliates or
               Associates thereof as the Company shall reasonably
               request.  Thereupon the Rights Agent shall, subject to
               Section 4(b), Section 7(e) and Section 14 hereof,
               countersign and deliver to the Person entitled thereto a
               Rights Certificate or Rights Certificates, as the case
               may be, as so requested.  The Company may require payment
               of a sum sufficient to cover any tax or governmental
               charge that may be imposed in connection with any
               transfer, split up, combination or exchange of Rights
               Certificates. 

                              (b)  Upon receipt by the Company and the
               Rights Agent of evidence reasonably satisfactory to them
               of the loss, theft, destruction or mutilation of a Rights
               Certificate, and, in case of loss, theft or destruction,
               of indemnity or security reasonably satisfactory to them,
               and reimbursement to the Company and the Rights Agent of
               all reasonable expenses incidental thereto, and upon
               surrender to the Rights Agent and cancellation of the
               Rights Certificate if mutilated, the Company will execute
               and deliver a new Rights Certificate of like tenor to the
               Rights Agent for countersignature and delivery to the
               registered owner in lieu of the Rights Certificate so
               lost, stolen, destroyed or mutilated. 

                         Section 7.  Exercise of Rights; Purchase Price;
               Expiration Date of Rights.  (a)  Subject to Section 7(e)
               hereof, the registered holder of any Rights Certificate
               may exercise the Rights evidenced thereby (except as
               otherwise provided herein including, without limitation,
               the restrictions on exercisability set forth in Section
               9(c), Section 11(a)(iii) and Section 23(a) hereof) in
               whole or in part at any time after the Distribution Date
               upon surrender of the Rights Certificate, with the form
               of election to purchase and the certificate on the
               reverse side thereof duly executed, to the Rights Agent
               at the principal office or offices of the Rights Agent
               designated for such purpose, together with payment of the
               aggregate Purchase Price with respect to the total number
               of one one-hundredths of a share (or other securities,
               cash or other assets, as the case may be) as to which
               such surrendered Rights are then exercisable, at or prior
               to the earliest of (i) the close of business on July 14,
               2006 (the "Final Expiration Date"), (ii) the time at
               which the Rights are redeemed as provided in Section 23
               hereof or (iii) the occurrence of a Section 11(a)(ii)
               Event, if such Section 11(a)(ii) Event shall occur prior
               to the "Expiration Date" specified in the Existing
               Agreement and the Board shall determine that the
               expiration of the Rights issued hereunder is appropriate
               (which determination shall, if made following the first
               occurrence of either of the events set forth in clauses
               (i) and (ii) of the first proviso to Section 23(a)
               hereof, be effective only if there are Continuing
               Directors and shall require the concurrence of a majority
               of such Continuing Directors) (the earliest of (i), (ii)
               and (iii) being herein referred to as the "Expiration
               Date"). 

                              (b)  The Purchase Price for each one
               one-hundredth of a share of Preferred Stock pursuant to
               the exercise of a Right shall initially be $80.00, and
               shall be subject to adjustment from time to time as
               provided in Sections 11 and 13(a) hereof and shall be
               payable in accordance with paragraph (c) below. 

                              (c)  Upon receipt of a Rights Certificate
               representing exercisable Rights, with the form of
               election to purchase and the certificate duly executed,
               accompanied by payment, with respect to each Right so
               exercised, of the Purchase Price per one one-hundredth of
               a share of Preferred Stock (or other shares, securities,
               cash or other assets, as the case may be) to be purchased
               as set forth below and an amount equal to any applicable
               transfer tax, the Rights Agent shall, subject to Section
               20(k) hereof, thereupon promptly (i) (A) requisition from
               any transfer agent of the shares of Preferred Stock (or
               make available, if the Rights Agent is the transfer agent
               for such shares) certificates for the total number of one
               one-hundredths of a share of Preferred Stock to be
               purchased and the Company hereby irrevocably authorizes
               its transfer agent to comply with all such requests, or
               (B) if the Company shall have elected to deposit the
               total number of shares of Preferred Stock issuable upon
               exercise of the Rights hereunder with a depositary agent,
               requisition from the depositary agent depositary receipts
               representing such number of one one-hundredths of a share
               of Preferred Stock as are to be purchased (in which case
               certificates for the shares of Preferred Stock
               represented by such receipts shall be deposited by the
               transfer agent with the depositary agent) and the Company
               will direct the depositary agent to comply with such
               request, (ii) requisition from the Company the amount of
               cash, if any, to be paid in lieu of fractional shares in
               accordance with Section 14 hereof, (iii) after receipt of
               such certificates or depositary receipts, cause the same
               to be delivered to or upon the order of the registered
               holder of such Rights Certificate, registered in such
               name or names as may be designated by such holder, and
               (iv) after receipt thereof, deliver such cash, if any, to
               or upon the order of the registered holder of such Rights
               Certificate.  The payment of the Purchase Price (as such
               amount may be reduced pursuant to Section 11(a)(iii)
               hereof) shall be made in cash or by certified check, bank
               check, bank draft or money order payable to the order of
               the Company.  In the event that the Company is obligated
               to issue other securities (including Common Stock) of the
               Company, pay cash and/or distribute other property
               pursuant to Section 11(a) hereof, the Company will make
               all arrangements necessary so that such other securities,
               cash and/or other property are available for distribution
               by the Rights Agent, if and when appropriate.  The
               Company reserves the right to require prior to the
               occurrence of a Triggering Event that, upon any exercise
               of Rights, a number of Rights be exercised so that only
               whole shares of Preferred Stock be issued.  In addition,
               if the Company shall determine that a registration
               statement is required following the Distribution Date,
               the Company may, subject to the provisions of Section
               9(c) hereof, temporarily suspend the exercisability of
               the Rights until such time as a registration statement
               has been declared effective.  Notwithstanding any
               provision of this Agreement to the contrary, the Rights
               shall not be exercisable in any jurisdiction if the
               requisite qualification in such jurisdiction shall not
               have been obtained, the exercise thereof shall not be
               permitted under applicable law or a registration
               statement shall not have been declared effective.

                              (d)  In case the registered holder of any
               Rights Certificate shall exercise less than all the
               Rights evidenced thereby, a new Rights Certificate
               evidencing Rights equivalent to the Rights remaining
               unexercised shall be issued by the Rights Agent and
               delivered to, or upon the order of, the registered holder
               of such Rights Certificate, registered in such name or
               names as may be designated by such holder, subject to the
               provisions of Section 14 hereof. 

                              (e)  Notwithstanding anything in this
               Agreement to the contrary, from and after the first
               occurrence of a Section 11(a)(ii) Event, any Rights
               beneficially owned by (i) an Acquiring Person or an
               Associate or Affiliate of an Acquiring Person, (ii) a
               transferee of an Acquiring Person (or of any such
               Associate or Affiliate) who becomes a transferee after
               such Acquiring Person becomes such, or (iii) a transferee
               of such Acquiring Person (or of any such Associate or
               Affiliate) who becomes a transferee prior to or
               concurrently with such Acquiring Person becoming such and
               receives such Rights pursuant to either (A) a transfer
               (whether or not for consideration) from such Acquiring
               Person to holders of equity interests in such Acquiring
               Person or to any Person with whom such Acquiring Person
               has any continuing agreement, arrangement or
               understanding regarding the transferred Rights or (B) a
               transfer which the Board has determined is part of a
               plan, arrangement or understanding which has as a primary
               purpose or effect the avoidance of this Section 7(e)
               (provided, however, that following the first occurrence
               of either of the events set forth in clauses (i) and (ii)
               of the first proviso to Section 23(a) hereof, the
               determination described in this clause (B) shall be made
               by the vote of a majority of the Continuing Directors),
               shall become null and void without any further action and
               no holder of such Rights shall have any rights whatsoever
               with respect to such Rights, whether under any provision
               of this Agreement or otherwise.  The Company shall use
               all reasonable efforts to insure that the provisions of
               this Section 7(e) and Section 4(b) hereof are complied
               with, but shall have no liability to any holder of Rights
               Certificates or other Person as a result of its failure
               to make any determinations with respect to an Acquiring
               Person or its Affiliates, Associates or transferees
               hereunder. 

                              (f)  Notwithstanding anything in this
               Agreement to the contrary, neither the Rights Agent nor
               the Company shall be obligated to undertake any action
               with respect to a registered holder upon the occurrence
               of any purported exercise as set forth in this Section 7
               unless such registered holder shall have (i) completed
               and signed the certificate contained in the form of
               election to purchase set forth on the reverse side of the
               Rights Certificate surrendered for such exercise, and
               (ii) provided such additional evidence of the identity of
               the Beneficial Owner (or former Beneficial Owner) or
               Affiliates or Associates thereof as the Company shall
               reasonably request. 

                         Section 8.  Cancellation and Destruction of
               Rights Certificates.  All Rights Certificates surrendered
               for the purpose of exercise, transfer, split up,
               combination or exchange shall, if surrendered to the
               Company or any of its agents, be delivered to the Rights
               Agent for cancellation or in cancelled form, or, if
               surrendered to the Rights Agent, shall be cancelled by
               it, and no Rights Certificates shall be issued in lieu
               thereof except as expressly permitted by any of the
               provisions of this Agreement.  The Company shall deliver
               to the Rights Agent for cancellation and retirement, and
               the Rights Agent shall so cancel and retire, any other
               Rights Certificate purchased or acquired by the Company
               otherwise than upon the exercise thereof.  The Rights
               Agent shall deliver all cancelled Rights Certificates to
               the Company, or shall, at the written request of the
               Company, destroy such cancelled Rights Certificates, and
               in such case shall deliver a certificate of destruction
               thereof to the Company. 

                         Section 9.  Reservation and Availability of
               Capital Stock.  (a)  The Company covenants and agrees
               that it will cause to be reserved and kept available out
               of its authorized and unissued shares of Preferred Stock
               (and, following the occurrence of a Triggering Event, out
               of its authorized and unissued shares of Common Stock
               and/or other securities or out of its authorized and
               issued shares held in its treasury), the number of shares
               of Preferred Stock (and, following the occurrence of a
               Triggering Event, Common Stock and/or other securities)
               that, as provided in this Agreement including Section
               11(a)(iii) hereof, will be sufficient to permit the
               exercise in full of all outstanding Rights. 

                              (b)  So long as the shares of Preferred
               Stock (and, following the occurrence of a Triggering
               Event, Common Stock and/or other securities) issuable and
               deliverable upon the exercise of the Rights may be listed
               on any national securities exchange, the Company shall
               use its best efforts to cause, from and after such time
               as the Rights become exercisable, all shares reserved for
               such issuance to be listed on such exchange upon official
               notice of issuance upon such exercise. 

                              (c)  The Company shall use its best
               efforts to (i) file, as soon as practicable following the
               earliest date after the first occurrence of a Section
               11(a)(ii) Event on which the consideration to be
               delivered by the Company upon exercise of the Rights has
               been determined in accordance with Section 11(a)(iii)
               hereof, or as soon as is required by law following the
               Distribution Date, as the case may be, a registration
               statement under the Securities Act of 1933 (the "Act"),
               with respect to the securities purchasable upon exercise
               of the Rights on an appropriate form, (ii) cause such
               registration statement to become effective as soon as
               practicable after such filing, and (iii) cause such
               registration statement to remain effective (with a
               prospectus at all times meeting the requirements of the
               Act) until the earlier of (A) the date as of which the
               Rights are no longer exercisable for such securities, and
               (B) the date of the expiration of the Rights.  The
               Company will also take such action as may be appropriate
               under, or to ensure compliance with, the securities or
               "blue sky" laws of the various states in connection with
               the exercisability of the Rights.  The Company may
               temporarily suspend, for a period of time not to exceed
               ninety (90) days after the date set forth in clause (i)
               of the first sentence of this Section 9(c), the
               exercisability of the Rights in order to prepare and file
               such registration statement and permit it to become
               effective.  Upon any such suspension, the Company shall
               issue a public announcement stating that the
               exercisability of the Rights has been temporarily
               suspended, as well as a public announcement at such time
               as the suspension is no longer in effect.  In addition,
               if the Company shall determine that a registration
               statement is required following the Distribution Date,
               the Company may temporarily suspend the exercisability of
               the Rights until such time as a registration statement
               has been declared effective.  Notwithstanding any
               provision of this Agreement to the contrary, the Rights
               shall not be exercisable in any jurisdiction if the
               requisite qualification in such jurisdiction shall not
               have been obtained, the exercise thereof shall not be
               permitted under applicable law or a registration
               statement shall not have been declared effective. 

                              (d)  The Company covenants and agrees that
               it will take all such action as may be necessary to
               ensure that all one one-hundredths of a share of
               Preferred Stock (and, following the occurrence of a
               Triggering Event, Common Stock and/or other securities)
               delivered upon exercise of Rights shall, at the time of
               delivery of the certificates for such shares (subject to
               payment of the Purchase Price), be duly and validly
               authorized and issued and fully paid and nonassessable. 

                              (e)  The Company further covenants and
               agrees that it will pay when due and payable any and all
               federal and state transfer taxes and charges which may be
               payable in respect of the issuance or delivery of the
               Rights Certificates and of any certificates for a number
               of one one-hundredths of a share of Preferred Stock (or
               Common Stock and/or other securities, as the case may be)
               upon the exercise of Rights.  The Company shall not,
               however, be required to pay any transfer tax which may be
               payable in respect of any transfer or delivery of Rights
               Certificates to a Person other than, or the issuance or
               delivery of a number of one one-hundredths of a share of
               Preferred Stock (or Common Stock and/or other securities,
               as the case may be) in respect of a name other than that
               of, the registered holder of the Rights Certificates
               evidencing Rights surrendered for exercise or to issue or
               deliver any certificates for a number of one
               one-hundredths of a share of Preferred Stock (or Common
               Stock and/or other securities, as the case may be) in a
               name other than that of the registered holder upon the
               exercise of any Rights until such tax shall have been
               paid (any such tax being payable by the holder of such
               Rights Certificate at the time of surrender) or until it
               has been established to the Company's satisfaction that
               no such tax is due. 

                         Section 10.  Preferred Stock Record Date.  Each
               person in whose name any certificate for a number of one
               one-hundredths of a share of Preferred Stock (or Common
               Stock and/or other securities, as the case may be) is
               issued upon the exercise of Rights shall for all purposes
               be deemed to have become the holder of record of such
               fractional shares of Preferred Stock (or Common Stock
               and/or other securities, as the case may be) represented
               thereby on, and such certificate shall be dated, the date
               upon which the Rights Certificate evidencing such Rights
               was duly surrendered and payment of the Purchase Price
               (and all applicable transfer taxes) was made; provided,
               however, that if the date of such surrender and payment
               is a date upon which the Preferred Stock (or Common Stock
               and/or other securities, as the case may be) transfer
               books of the Company are closed, such Person shall be
               deemed to have become the record holder of such shares
               (fractional or otherwise) on, and such certificate shall
               be dated, the next succeeding Business Day on which the
               Preferred Stock (or Common Stock and/or other securities,
               as the case may be) transfer books of the Company are
               open.  Prior to the exercise of the Rights evidenced
               thereby, the holder of a Rights Certificate shall not be
               entitled to any rights of a stockholder of the Company
               with respect to shares for which the Rights shall be
               exercisable, including, without limitation, the right to
               vote, to receive dividends or other distributions or to
               exercise any preemptive rights, and shall not be entitled
               to receive any notice of any proceedings of the Company,
               except as provided herein. 

                         Section 11.  Adjustment of Purchase Price,
               Number and Kind of Shares or Number of Rights.  The
               Purchase Price, the number and kind of shares covered by
               each Right and the number of Rights outstanding are
               subject to adjustment from time to time as provided in
               this Section 11. 

                                   (a)(i)  In the event the
                     Company shall at any time after the date of
                     this Agreement (A) declare a dividend on the
                     Preferred Stock payable in shares of
                     Preferred Stock, (B) subdivide the
                     outstanding Preferred Stock, (C) combine the
                     outstanding Preferred Stock into a smaller
                     number of shares, or (D) issue any shares of
                     its capital stock in a reclassification of
                     the Preferred Stock (including any such
                     reclassification in connection with a
                     consolidation or merger in which the Company
                     is the continuing or surviving corporation),
                     except as otherwise provided in this Section
                     11(a) and Section 7(e) hereof, the Purchase
                     Price in effect at the time of the record
                     date for such dividend or of the effective
                     date of such subdivision, combination or
                     reclassification, and the number and kind of
                     shares of Preferred Stock or capital stock,
                     as the case may be, issuable on such date,
                     shall be proportionately adjusted so that the
                     holder of any Right exercised after such time
                     shall be entitled to receive, upon payment of
                     the Purchase Price then in effect, the
                     aggregate number and kind of shares of
                     Preferred Stock or capital stock, as the case
                     may be, which, if such Right had been
                     exercised immediately prior to such date and
                     at a time when the Preferred Stock transfer
                     books of the Company were open, he would have
                     owned upon such exercise and been entitled to
                     receive by virtue of such dividend,
                     subdivision, combination or reclassification. 
                     If an event occurs which would require an
                     adjustment under both this Section 11(a)(i)
                     and Section 11(a)(ii) hereof, the adjustment
                     provided for in this Section 11(a)(i) shall
                     be in addition to, and shall be made prior
                     to, any adjustment required pursuant to
                     Section 11(a)(ii) hereof.

                                   (ii)  In the event that any
                     Person (other than the Company, any
                     Subsidiary of the Company, any employee
                     benefit plan of the Company or of any
                     Subsidiary of the Company, or any Person or
                     entity organized, appointed or established by
                     the Company for or pursuant to the terms of
                     any such plan), alone or together with its
                     Affiliates and Associates, shall, at any time
                     after the Rights Dividend Declaration Date,
                     become the Beneficial Owner of 15% or more of
                     the shares of Common Stock then outstanding,
                     unless the event causing the 15% threshold to
                     be crossed is a transaction set forth in
                     Section 13(a) hereof, or is an acquisition of
                     shares of Common Stock pursuant to a tender
                     offer or an exchange offer for all
                     outstanding shares of Common Stock at a price
                     and on terms determined by at least a
                     majority of the members of the Board who are
                     not officers of the Company and who are not
                     representatives, nominees, Affiliates or
                     Associates of an Acquiring Person, after
                     receiving advice from one or more investment
                     banking firms, to be (a) at a price which is
                     fair to the Company's stockholders (taking
                     into account all factors which such members
                     of the Board deem relevant including, without
                     limitation, prices which could reasonably be
                     achieved if the Company or its assets were
                     sold on an orderly basis designed to realize
                     maximum value) and (b) otherwise in the best
                     interests of the Company and its stockholders
                     (hereinafter a "Qualifying Offer"), then,
                     promptly following the occurrence of any
                     event described in Section 11(a)(ii) hereof,
                     proper provision shall be made so that each
                     holder of a Right (except as provided below
                     and in Section 7(e) hereof) shall thereafter
                     have the right to receive, upon exercise
                     thereof at the then current Purchase Price in
                     accordance with the terms of this Agreement,
                     in lieu of a number of one one-hundredths of
                     a share of Preferred Stock, such number of
                     shares of Common Stock of the Company as
                     shall equal the result obtained by (x)
                     multiplying the then current Purchase Price
                     by the then number of one one-hundredths of a
                     share of Preferred Stock for which a Right
                     was exercisable immediately prior to the
                     first occurrence of a Section 11(a)(ii)
                     Event, and (y) dividing that product (which,
                     following such first occurrence, shall
                     thereafter be referred to as the "Purchase
                     Price" for each Right and for all purposes of
                     this Agreement) by 50% of the current market
                     price (determined pursuant to Section 11(d)
                     hereof) per share of Common Stock on the date
                     of such first occurrence (such number of
                     shares, the "Adjustment Shares"). 

                              (iii)  In the event that the number
                     of shares of Common Stock which are
                     authorized by the Company's certificate of
                     incorporation but not outstanding or reserved
                     for issuance for purposes other than upon
                     exercise of the Rights are not sufficient to
                     permit the exercise in full of the Rights in
                     accordance with the foregoing subparagraph
                     (ii) of this Section 11(a), the Company shall
                     (A) determine the excess of (1) the value of
                     the Adjustment Shares issuable upon the
                     exercise of a Right (the "Current Value")
                     over (2) the Purchase Price (such excess, the
                     "Spread"), and (B) with respect to each Right
                     (subject to Section 7(e) hereof), make
                     adequate provision to substitute for the
                     Adjustment Shares, upon the exercise of a
                     Right and payment of the applicable Purchase
                     Price, (1) cash, (2) a reduction in the
                     Purchase Price, (3) Common Stock or other
                     equity securities of the Company (including,
                     without limitation, shares, or units of
                     shares, of preferred stock which the Board
                     has deemed to have the same value as shares
                     of Common Stock (such shares of preferred
                     stock being referred to as "common stock
                     equivalents")), (4) debt securities of the
                     Company, (5) other assets, or (6) any
                     combination of the foregoing, having an
                     aggregate value equal to the Current Value,
                     where such aggregate value has been
                     determined by the Board based upon the advice
                     of a nationally recognized investment banking
                     firm selected by the Board; provided,
                     however, that if the Company shall not have
                     made adequate provision to deliver value
                     pursuant to clause (B) above within thirty
                     (30) days following the later of (x) the
                     first occurrence of a Section 11(a)(ii) Event
                     and (y) the date on which the Company's right
                     of redemption pursuant to Section 23(a)
                     expires (the later of (x) and (y) being
                     referred to herein as the "Section 11(a)(ii)
                     Trigger Date"), then the Company shall be
                     obligated to deliver, upon the surrender for
                     exercise of a Right and without requiring
                     payment of the Purchase Price, shares of
                     Common Stock (to the extent available) and
                     then, if necessary, cash, which shares and/or
                     cash have an aggregate value equal to the
                     Spread.  If the Board shall determine in good
                     faith that it is likely that sufficient
                     additional shares of Common Stock could be
                     authorized for issuance upon exercise in full
                     of the Rights, the thirty (30) day period set
                     forth above may be extended to the extent
                     necessary, but not more than ninety (90) days
                     after the Section 11(a)(ii) Trigger Date, in
                     order that the Company may seek shareholder
                     approval for the authorization of such
                     additional shares (such period, as it may be
                     extended, the "Substitution Period").  To the
                     extent that the Company determines that some
                     action need be taken pursuant to the first
                     and/or second sentences of this Section
                     11(a)(iii), the Company (x) shall provide,
                     subject to Section 7(e) hereof, that such
                     action shall apply uniformly to all
                     outstanding Rights, and (y) may suspend the
                     exercisability of the Rights until the
                     expiration of the Substitution Period in
                     order to seek any authorization of additional
                     shares and/or to decide the appropriate form
                     of distribution to be made pursuant to such
                     first sentence and to determine the value
                     thereof.  In the event of any such
                     suspension, the Company shall issue a public
                     announcement stating that the exercisability
                     of the Rights has been temporarily suspended,
                     as well as a public announcement at such time
                     as the suspension is no longer in effect. 
                     For purposes of this Section 11(a)(iii), the
                     value of the Common Stock shall be the
                     current market price (as determined pursuant
                     to Section 11(d) hereof) per share of the
                     Common Stock on the Section 11(a)(ii) Trigger
                     Date and the value of any "common stock
                     equivalent" shall be deemed to have the same
                     value as the Common Stock on such date. 
                     Notwithstanding the foregoing provisions of
                     this subparagraph (iii), in the event that,
                     pursuant to this subparagraph (iii), upon the
                     exercise of the Rights the Company shall be
                     required to deliver value in any form other
                     than shares of Common Stock, such value shall
                     be delivered only to the extent and at the
                     time that, if required, the approval by
                     appropriate financial regulatory authorities
                     with supervisory jurisdiction over the
                     Company and its financial Subsidiaries of
                     such delivery of such value shall have been
                     obtained.

                              (b)  In case the Company shall fix a
               record date for the issuance of rights, options or
               warrants to all holders of Preferred Stock entitling them
               to subscribe for or purchase (for a period expiring
               within  forty-five (45) calendar days after such record
               date) Preferred Stock (or shares having the same rights,
               privileges and preferences as the shares of Preferred
               Stock ("equivalent preferred stock")) or securities
               convertible into Preferred Stock or equivalent preferred
               stock at a price per share of Preferred Stock or per
               share of equivalent preferred stock (or having a
               conversion price per share, if a security convertible
               into Preferred Stock or equivalent preferred stock) less
               than the current market price (as determined pursuant to
               Section 11(d) hereof) per share of Preferred Stock on
               such record date, the Purchase Price to be in effect
               after such record date shall be determined by multiplying
               the Purchase Price in effect immediately prior to such
               record date by a fraction, the numerator of which shall
               be the number of shares of Preferred Stock outstanding on
               such record date, plus the number of shares of Preferred
               Stock which the aggregate offering price of the total
               number of shares of Preferred Stock and/or equivalent
               preferred stock so to be offered (and/or the aggregate
               initial conversion price of the convertible securities so
               to be offered) would purchase at such current market
               price, and the denominator of which shall be the number
               of shares of Preferred Stock outstanding on such record
               date, plus the number of additional shares of Preferred
               Stock and/or equivalent preferred stock to be offered for
               subscription or purchase (or into which the convertible
               securities so to be offered are initially convertible). 
               In case such subscription price may be paid by delivery
               of consideration part or all of which may be in a form
               other than cash, the value of such consideration shall be
               as determined in good faith by the Board, whose
               determination shall be described in a statement filed
               with the Rights Agent and shall be binding on the Rights
               Agent and the holders of the Rights.  Shares of Preferred
               Stock owned by or held for the account of the Company
               shall not be deemed outstanding for the purpose of any
               such computation.  Such adjustment shall be made
               successively whenever such a record date is fixed, and in
               the event that such rights or warrants are not so issued,
               the Purchase Price shall be adjusted to be the Purchase
               Price which would then be in effect if such record date
               had not been fixed. 

                              (c)  In case the Company shall fix a
               record date for a distribution to all holders of
               Preferred Stock (including any such distribution made in
               connection with a consolidation or merger in which the
               Company is the continuing corporation) of evidences of
               indebtedness, cash (other than a regular quarterly cash
               dividend out of the earnings or retained earnings of the
               Company), assets (other than a dividend payable in
               Preferred Stock, but including any dividend payable in
               stock other than Preferred Stock) or subscription rights
               or warrants (excluding those referred to in Section 11(b)
               hereof), the Purchase Price to be in effect after such
               record date shall be determined by multiplying the
               Purchase Price in effect immediately prior to such record
               date by a fraction, the numerator of which shall be the
               current market price (as determined pursuant to Section
               11(d) hereof) per share of Preferred Stock on such record
               date, less the fair market value (as determined in good
               faith by the Board of Directors of the Company, whose
               determination shall be described in a statement filed
               with the Rights Agent) of the portion of the cash, assets
               or evidences of indebtedness so to be distributed or of
               such subscription rights or warrants applicable to a
               share of Preferred Stock and the denominator of which
               shall be such current market price (as determined
               pursuant to Section 11(d) hereof) per share of Preferred
               Stock.  Such adjustments shall be made successively
               whenever such a record date is fixed, and in the event
               that such distribution is not so made, the Purchase Price
               shall be adjusted to be the Purchase Price which would
               have been in effect if such record date had not been
               fixed. 

                              (d)(i)  For the purpose of any computation
               hereunder, other than computations made pursuant to
               Section 11(a)(iii) hereof, the "current market price" per
               share of Common Stock on any date shall be deemed to be
               the average of the daily closing prices per share of such
               Common Stock for the thirty (30) consecutive Trading Days
               (as such term is hereinafter defined) immediately prior
               to such date, and for purposes of computations made
               pursuant to Section 11(a)(iii) hereof, the "current
               market price" per share of Common Stock on any date shall
               be deemed to be the average of the daily closing prices
               per share of such Common Stock for the ten (10)
               consecutive Trading Days immediately following such date;
               provided, however, that in the event that the current
               market price per share of the Common Stock is determined
               during a period following the announcement by the issuer
               of such Common Stock of (A) a dividend or distribution on
               such Common Stock payable in shares of such Common Stock
               or securities convertible into shares of such Common
               Stock (other than the Rights), or (B) any subdivision,
               combination or reclassification of such Common Stock, and
               prior to the expiration of the requisite thirty (30)
               Trading Day or ten (10) Trading Day period, as set forth
               above, after the ex-dividend date for such dividend or
               distribution, or the record date for such subdivision,
               combination or reclassification, then, and in each such
               case, the "current market price" shall be properly
               adjusted to take into account ex-dividend trading.  The
               closing price for each day shall be the last sale price,
               regular way, or, in case no such sale takes place on such
               day, the average of the closing bid and asked prices,
               regular way, in either case as reported in the principal
               consolidated transaction reporting system with respect to
               securities listed or admitted to trading on the New York
               Stock Exchange or, if the shares of Common Stock are not
               listed or admitted to trading on the New York Stock
               Exchange, as reported in the principal consolidated
               transaction reporting system with respect to securities
               listed on the principal national securities exchange on
               which the shares of Common Stock are listed or admitted
               to trading or, if the shares of Common Stock are not
               listed or admitted to trading on any national securities
               exchange, the last quoted price or, if not so quoted, the
               average of the high bid and low asked prices in the
               over-the-counter market, as reported by the National
               Association of Securities Dealers, Inc. Automated
               Quotation System ("NASDAQ") or such other system then in
               use, or, if on any such date the shares of Common Stock
               are not quoted by any such organization, the average of
               the closing bid and asked prices as furnished by a
               professional market maker making a market in the Common
               Stock selected by the Board.  If on any such date no
               market maker is making a market in the Common Stock, the
               fair value of such shares on such date as determined in
               good faith by the Board shall be used.  The term "Trading
               Day" shall mean a day on which the principal national
               securities exchange on which the shares of Common Stock
               are listed or admitted to trading is open for the
               transaction of business or, if the shares of Common Stock
               are not listed or admitted to trading on any national
               securities exchange, a Business Day.  If the Common Stock
               is not publicly held or not so listed or traded, "current
               market price" per share shall mean the fair value per
               share as determined in good faith by the Board, whose
               determination shall be described in a statement filed
               with the Rights Agent and shall be conclusive for all
               purposes. 

                              (ii)  For the purpose of any computation
               hereunder, the "current market price" per share of
               Preferred Stock shall be determined in the same manner as
               set forth above for the Common Stock in clause (i) of
               this Section 11(d) (other than the last sentence
               thereof).  If the "current market price" per share of
               Preferred Stock cannot be determined in the manner
               provided above or if the Preferred Stock is not publicly
               held or listed or traded in a manner described in clause
               (i) of this Section 11(d), the "current market price" per
               share of Preferred Stock shall be conclusively deemed to
               be an amount equal to 100 (as such number may be
               appropriately adjusted for such events as stock splits,
               stock dividends and recapitalizations with respect to the
               Common Stock occurring after the date of this Agreement)
               multiplied by the current market price per share of the
               Common Stock.  If neither the Common Stock nor the
               Preferred Stock is publicly held or so listed or traded,
               "current market price" per share of the Preferred Stock
               shall mean the fair value per share as determined in good
               faith by the Board, whose determination shall be
               described in a statement filed with the Rights Agent and
               shall be conclusive for all purposes.  For all purposes
               of this Agreement, the "current market price" of one one-
               hundredth of a share of Preferred Stock shall be equal to
               the "current market price" of one share of Preferred
               Stock divided by 100. 

                              (e)  Anything herein to the contrary
               notwithstanding, no adjustment in the Purchase Price
               shall be required unless such adjustment would require an
               increase or decrease of at least one percent (1%) in the
               Purchase Price; provided, however, that any adjustments
               which by reason of this Section 11(e) are not required to
               be made shall be carried forward and taken into account
               in any subsequent adjustment.  All calculations under
               this Section 11 shall be made to the nearest cent or to
               the nearest ten-thousandth of a share of Common Stock or
               other share or one-millionth of a share of Preferred
               Stock, as the case may be.  Notwithstanding the first
               sentence of this Section 11(e), any adjustment required
               by this Section 11 shall be made no later than the
               earlier of (i) three (3) years from the date of the
               transaction which mandates such adjustment, or (ii) the
               Expiration Date. 

                              (f)  If as a result of an adjustment made
               pursuant to Section 11(a)(ii) or Section 13(a) hereof,
               the holder of any Right thereafter exercised shall become
               entitled to receive any shares of capital stock other
               than Preferred Stock, thereafter the number of such other
               shares so receivable upon exercise of any Right and the
               Purchase Price thereof shall be subject to adjustment
               from time to time in a manner and on terms as nearly
               equivalent as practicable to the provisions with respect
               to the Preferred Stock contained in Sections 11(a), (b),
               (c), (e), (g), (h), (i), (j), (k) and (m), and the
               provisions of Sections 7, 9, 10, 13 and 14 hereof with
               respect to the Preferred Stock shall apply on like terms
               to any such other shares. 

                              (g)  All Rights originally issued by the
               Company subsequent to any adjustment made to the Purchase
               Price hereunder shall evidence the right to purchase, at
               the adjusted Purchase Price, the number of one
               one-hundredths of a share of Preferred Stock purchasable
               from time to time hereunder upon exercise of the Rights,
               all subject to further adjustment as provided herein. 

                              (h)  Unless the Company shall have
               exercised its election as provided in Section 11(i), upon
               each adjustment of the Purchase Price as a result of the
               calculations made in Sections 11(b) and (c), each Right
               outstanding immediately prior to the making of such
               adjustment shall thereafter evidence the right to
               purchase, at the adjusted Purchase Price, that number of
               one one-hundredths of a share of Preferred Stock
               (calculated to the nearest one-millionth) obtained by (i)
               multiplying (x) the number of one one-hundredths of a
               share covered by a Right immediately prior to this
               adjustment, by (y) the Purchase Price in effect
               immediately prior to such adjustment of the Purchase
               Price, and (ii) dividing the product so obtained by the
               Purchase Price in effect immediately after such
               adjustment of the Purchase Price. 

                              (i)  The Company may elect on or after the
               date of any adjustment of the Purchase Price to adjust
               the number of Rights, in lieu of any adjustment in the
               number of one one-hundredths of a share of Preferred
               Stock purchasable upon the exercise of a Right.  Each of
               the Rights outstanding after the adjustment in the number
               of Rights shall be exercisable for the number of one
               one-hundredths of a share of Preferred Stock for which a
               Right was exercisable immediately prior to such
               adjustment.  Each Right held of record prior to such
               adjustment of the number of Rights shall become that
               number of Rights (calculated to the nearest
               one-ten-thousandth) obtained by dividing the Purchase
               Price in effect immediately prior to adjustment of the
               Purchase Price by the Purchase Price in effect
               immediately after adjustment of the Purchase Price.  The
               Company shall make a public announcement of its election
               to adjust the number of Rights, indicating the record
               date for the adjustment, and, if known at the time, the
               amount of the adjustment to be made.  This record date
               may be the date on which the Purchase Price is adjusted
               or any day thereafter, but, if the Rights Certificates
               have been issued, shall be at least ten (10) days later
               than the date of the public announcement.  If Rights
               Certificates have been issued, upon each adjustment of
               the number of Rights pursuant to this Section 11(i), the
               Company shall, as promptly as practicable, cause to be
               distributed to holders of record of Rights Certificates
               on such record date Rights Certificates evidencing,
               subject to Section 14 hereof, the additional Rights to
               which such holders shall be entitled as a result of such
               adjustment, or, at the option of the Company, shall cause
               to be distributed to such holders of record in
               substitution and replacement for the Rights Certificates
               held by such holders prior to the date of adjustment, and
               upon surrender thereof, if required by the Company, new
               Rights Certificates evidencing all the Rights to which
               such holders shall be entitled after such adjustment. 
               Rights Certificates so to be distributed shall be issued,
               executed and countersigned in the manner provided for
               herein (and may bear, at the option of the Company, the
               adjusted Purchase Price) and shall be registered in the
               names of the holders of record of Rights Certificates on
               the record date specified in the public announcement. 

                              (j)  Irrespective of any adjustment or
               change in the Purchase Price or the number of one one-
               hundredths of a share of Preferred Stock issuable upon
               the exercise of the Rights, the Rights Certificates
               theretofore and thereafter issued may continue to express
               the Purchase Price per one one-hundredth of a share and
               the number of one one-hundredths of a share which were
               expressed in the initial Rights Certificates issued
               hereunder. 

                              (k)  Before taking any action that would
               cause an adjustment reducing the Purchase Price below the
               then stated value, if any, of the number of one
               one-hundredths of a share of Preferred Stock issuable
               upon exercise of the Rights, the Company shall take any
               corporate action which may, in the opinion of its
               counsel, be necessary in order that the Company may
               validly and legally issue fully paid and nonassessable
               such number of one one-hundredths of a share of Preferred
               Stock at such adjusted Purchase Price. 

                              (l)  In any case in which this Section 11
               shall require that an adjustment in the Purchase Price be
               made effective as of a record date for a specified event,
               the Company may elect to defer until the occurrence of
               such event the issuance to the holder of any Right
               exercised after such record date the number of one one-
               hundredths of a share of Preferred Stock and other
               capital stock or securities of the Company, if any,
               issuable upon such exercise over and above the number of
               one one-hundredths of a share of Preferred Stock and
               other capital stock or securities of the Company, if any,
               issuable upon such exercise on the basis of the Purchase
               Price in effect prior to such adjustment; provided,
               however, that the Company shall deliver to such holder a
               due bill or other appropriate instrument evidencing such
               holder's right to receive such additional shares
               (fractional or otherwise) or securities upon the
               occurrence of the event requiring such adjustment. 

                              (m)  Anything in this Section 11 to the
               contrary notwithstanding, the Company shall be entitled
               to make such reductions in the Purchase Price, in
               addition to those adjustments expressly required by this
               Section 11, as and to the extent that in its good faith
               judgment the Board shall determine to be advisable in
               order that any (i) consolidation or subdivision of the
               Preferred Stock, (ii) issuance wholly for cash of any
               shares of Preferred Stock at less than the current market
               price, (iii) issuance wholly for cash of shares of
               Preferred Stock or securities which by their terms are
               convertible into or exchangeable for shares of Preferred
               Stock, (iv) stock dividends or (v) issuance of rights,
               options or warrants referred to in this Section 11,
               hereafter made by the Company to holders of its Preferred
               Stock shall not be taxable to such stockholders. 

                              (n)  The Company covenants and agrees that
               it shall not, at any time after the Distribution Date,
               (i) consolidate with any other Person (other than a
               Subsidiary of the Company in a transaction which complies
               with Section 11(o) hereof), (ii) merge with or into any
               other Person (other than a Subsidiary of the Company in a
               transaction which complies with Section 11(o) hereof), or
               (iii) sell or transfer (or permit any Subsidiary to sell
               or transfer), in one transaction, or a series of related
               transactions, assets or earning power aggregating more
               than 50% of the assets or earning power of the Company
               and its Subsidiaries (taken as a whole) to any other
               Person or Persons (other than the Company and/or any of
               its Subsidiaries in one or more transactions each of
               which complies with Section 11(o) hereof), if (x) at the
               time of or immediately after such consolidation, merger
               or sale there are any rights, warrants or other
               instruments or securities outstanding or agreements in
               effect which would substantially diminish or otherwise
               eliminate the benefits intended to be afforded by the
               Rights or (y) prior to, simultaneously with or
               immediately after such consolidation, merger or sale, the
               shareholders of the Person who constitutes, or would
               constitute, the "Principal Party" for purposes of Section
               13(a) hereof shall have received a distribution of Rights
               previously owned by such Person or any of its Affiliates
               and Associates. 

                              (o)  The Company covenants and agrees
               that, after the Distribution Date, it will not, except as
               permitted by Section 23 or Section 26 hereof, take (or
               permit any Subsidiary to take) any action if at the time
               such action is taken it is reasonably foreseeable that
               such action will diminish substantially or otherwise
               eliminate the benefits intended to be afforded by the
               Rights. 

                              (p)  Anything in this Agreement to the
               contrary notwithstanding, in the event that the Company
               shall at any time after the Rights Dividend Declaration
               Date and prior to the Distribution Date (i) declare a
               dividend on the outstanding shares of Common Stock
               payable in shares of Common Stock, (ii) subdivide the
               outstanding shares of Common Stock, or (iii) combine the
               outstanding shares of Common Stock into a smaller number
               of shares, the number of Rights associated with each
               share of Common Stock then outstanding, or issued or
               delivered thereafter but prior to the Distribution Date,
               shall be proportionately adjusted so that the number of
               Rights thereafter associated with each share of Common
               Stock following any such event shall equal the result
               obtained by multiplying the number of Rights associated
               with each share of Common Stock immediately prior to such
               event by a fraction the numerator of which shall be the
               total number of shares of Common Stock outstanding
               immediately prior to the occurrence of the event and the
               denominator of which shall be the total number of shares
               of Common Stock outstanding immediately following the
               occurrence of such event. 

                         Section 12.  Certificate of Adjusted Purchase
               Price or Number of Shares.  Whenever an adjustment is
               made as provided in Section 11 and Section 13 hereof, the
               Company shall (a) promptly prepare a certificate setting
               forth such adjustment and a brief statement of the facts
               accounting for such adjustment, (b) promptly file with
               the Rights Agent, and with each transfer agent for the
               Preferred Stock and the Common Stock, a copy of such
               certificate, and (c) mail a brief summary thereof to each
               holder of a Rights Certificate (or, if prior to the
               Distribution Date, to each holder of a certificate
               representing shares of Common Stock) in accordance with
               Section 25 hereof.  The Rights Agent shall be fully
               protected in relying on any such certificate and on any
               adjustment therein contained.

                         Section 13.  Consolidation, Merger or Sale or
               Transfer of Assets or Earning Power.

                              (a)  In the event that, following the
               Stock Acquisition Date, directly or indirectly, (x) the
               Company shall consolidate with, or merge with and into,
               any other Person (other than a Subsidiary of the Company
               in a transaction which complies with Section 11(o)
               hereof), and the Company shall not be the continuing or
               surviving corporation of such consolidation or merger,
               (y) any Person (other than a Subsidiary of the Company in
               a transaction which complies with Section 11(o) hereof)
               shall consolidate with, or merge with or into, the
               Company, and the Company shall be the continuing or
               surviving corporation of such consolidation or merger
               and, in connection with such consolidation or merger, all
               or part of the outstanding shares of Common Stock shall
               be changed into or exchanged for stock or other
               securities of any other Person or cash or any other
               property, or (z) the Company shall sell or otherwise
               transfer (or one or more of its Subsidiaries shall sell
               or otherwise transfer), in one transaction or a series of
               related transactions, assets or earning power aggregating
               more than 50% of the assets or earning power of the
               Company and its Subsidiaries (taken as a whole) to any
               Person or Persons (other than the Company or any
               Subsidiary of the Company in one or more transactions
               each of which complies with Section 11(o) hereof), then,
               and in each such case (except as may be contemplated by
               Section 13(d) hereof) proper provision shall be made so
               that:  (i) each holder of a Right, except as provided in
               Section 7(e) hereof, shall thereafter have the right to
               receive, upon the exercise thereof at the then current
               Purchase Price in accordance with the terms of this
               Agreement, such number of validly authorized and issued,
               fully paid, non-assessable and freely tradeable shares of
               Common Stock of the Principal Party (as such term is
               hereinafter defined), not subject to any liens,
               encumbrances, rights of first refusal or other adverse
               claims, as shall be equal to the result obtained by (1)
               multiplying the then current Purchase Price by the number
               of one one-hundredths of a share of Preferred Stock for
               which a Right is exercisable immediately prior to the
               first occurrence of a Section 13 Event (or, if a Section
               11(a)(ii) Event has occurred prior to the first
               occurrence of a Section 13 Event, multiplying the number
               of such one one-hundredths of a share for which a Right
               was exercisable immediately prior to the first occurrence
               of a Section 11(a)(ii) Event by the Purchase Price in
               effect immediately prior to such first occurrence), and
               dividing that product (which, following the first
               occurrence of a Section 13 Event, shall be referred to as
               the "Purchase Price" for each Right and for all purposes
               of this Agreement) by (2) 50% of the current market price
               (determined pursuant to Section 11(d)(i) hereof) per
               share of the Common Stock of such Principal Party on the
               date of consummation of such Section 13 Event; (ii) such
               Principal Party shall thereafter be liable for, and shall
               assume, by virtue of such Section 13 Event, all the
               obligations and duties of the Company pursuant to this
               Agreement; (iii) the term "Company" shall thereafter be
               deemed to refer to such Principal Party, it being
               specifically intended that the provisions of Section 11
               hereof shall apply only to such Principal Party following
               the first occurrence of a Section 13 Event; (iv) such
               Principal Party shall take such steps (including, but not
               limited to, the reservation of a sufficient number of
               shares of its Common Stock) in connection with the
               consummation of any such transaction as may be necessary
               to assure that the provisions hereof shall thereafter be
               applicable, as nearly as reasonably may be, in relation
               to its shares of Common Stock thereafter deliverable upon
               the exercise of the Rights; and (v) the provisions of
               Section 11(a)(ii) hereof shall be of no effect following
               the first occurrence of any Section 13 Event. 

                              (b)  "Principal Party" shall mean 

                                   (i)  in the case of any
                     transaction described in clause (x) or (y) of
                     the first sentence of Section 13(a), the
                     Person that is the issuer of any securities
                     into which shares of Common Stock of the
                     Company are converted in such merger or
                     consolidation, and if no securities are so
                     issued, the Person that is the other party to
                     such merger or consolidation; and  

                                   (ii)  in the case of any
                     transaction described in clause (z) of the
                     first sentence of Section 13(a), the Person
                     that is the party receiving the greatest
                     portion of the assets or earning power
                     transferred pursuant to such transaction or
                     transactions; 

               provided, however, that in any such case, (1) if the
               Common Stock of such Person is not at such time and has
               not been continuously over the preceding twelve (12)
               month period registered under Section 12 of the Exchange
               Act, and such Person is a direct or indirect Subsidiary
               of another Person the Common Stock of which is and has
               been so registered, "Principal Party" shall refer to such
               other Person; and (2) in case such Person is a
               Subsidiary, directly or indirectly, of more than one
               Person, the Common Stocks of two or more of which are and
               have been so registered, "Principal Party" shall refer to
               whichever of such Persons is the issuer of the Common
               Stock having the greatest aggregate market value. 

                              (c)  The Company shall not consummate any
               such consolidation, merger, sale or transfer unless the
               Principal Party shall have a sufficient number of
               authorized shares of its Common Stock which have not been
               issued or reserved for issuance to permit the exercise in
               full of the Rights in accordance with this Section 13 and
               unless prior thereto the Company and such Principal Party
               shall have executed and delivered to the Rights Agent a
               supplemental agreement providing for the terms set forth
               in paragraphs (a) and (b) of this Section 13 and further
               providing that, as soon as practicable after the date of
               any consolidation, merger or sale of assets mentioned in
               paragraph (a) of this Section 13, the Principal Party
               will  

                                   (i)  prepare and file a
                     registration statement under the Act, with
                     respect to the Rights and the securities
                     purchasable upon exercise of the Rights on an
                     appropriate form, and will use its best
                     efforts to cause such registration statement
                     to (A) become effective as soon as
                     practicable after such filing and (B) remain
                     effective (with a prospectus at all times
                     meeting the requirements of the Act) until
                     the Expiration Date; and 

                                   (ii)  will deliver to holders
                     of the Rights historical financial statements
                     for the Principal Party and each of its
                     Affiliates which comply in all respects with
                     the requirements for registration on Form 10
                     under the Exchange Act. 

               The provisions of this Section 13 shall similarly apply
               to successive mergers or consolidations or sales or other
               transfers.  In the event that a Section 13 Event shall
               occur at any time after the occurrence of a Section
               11(a)(ii) Event, the Rights which have not theretofore
               been exercised shall thereafter become exercisable in the
               manner described in Section 13(a).

                              (d)  Notwithstanding anything in this
               Agreement to the contrary, this Section 13 shall not be
               applicable to a transaction described in subparagraphs
               (x) and (y) of Section 13(a) if (i) such transaction is
               consummated with a Person or Persons who acquired shares
               of Common Stock pursuant to a Qualifying Offer (or a
               wholly owned subsidiary of any such Person or Persons),
               (ii) the price per share of Common Stock offered in such
               transaction is not less than the price per share of
               Common Stock paid to all holders of shares of Common
               Stock whose shares were purchased pursuant to such
               Qualifying Offer and (iii) the form of consideration
               being offered to the remaining holders of shares of
               Common Stock pursuant to such transaction is the same as
               the form of consideration paid pursuant to such
               Qualifying Offer.  Upon consummation of any such
               transaction contemplated by this Section 13(d), all
               Rights hereunder shall expire.

                         Section 14.  Fractional Rights and Fractional
               Shares. 

                              (a)  The Company shall not be required to
               issue fractions of Rights, except prior to the
               Distribution Date as provided in Section 11(p) hereof, or
               to distribute Rights Certificates which evidence
               fractional Rights.  In lieu of such fractional Rights,
               there shall be paid to the registered holders of the
               Rights Certificates with regard to which such fractional
               Rights would otherwise be issuable, an amount in cash
               equal to the same fraction of the current market value of
               a whole Right.  For purposes of this Section 14(a), the
               current market value of a whole Right shall be the
               closing price of the Rights for the Trading Day
               immediately prior to the date on which such fractional
               Rights would have been otherwise issuable.  The closing
               price of the Rights for any day shall be the last sale
               price, regular way, or, in case no such sale takes place
               on such day, the average of the closing bid and asked
               prices, regular way, in either case as reported in the
               principal consolidated transaction reporting system with
               respect to securities listed or admitted to trading on
               the New York Stock Exchange or, if the Rights are not
               listed or admitted to trading on the New York Stock
               Exchange, as reported in the principal consolidated
               transaction reporting system with respect to securities
               listed on the principal national securities exchange on
               which the Rights are listed or admitted to trading, or if
               the Rights are not listed or admitted to trading on any
               national securities exchange, the last quoted price or,
               if not so quoted, the average of the high bid and low
               asked prices in the over-the-counter market, as reported
               by NASDAQ or such other system then in use or, if on any
               such date the Rights are not quoted by any such
               organization, the average of the closing bid and asked
               prices as furnished by a professional market maker making
               a market in the Rights selected by the Board of Directors
               of the Company.  If on any such date no such market maker
               is making a market in the Rights the fair value of the
               Rights on such date as determined in good faith by the
               Board of Directors of the Company shall be used. 

                              (b)  The Company shall not be required to
               issue fractions of shares of Preferred Stock (other than
               fractions which are integral multiples of one
               one-hundredth of a share of Preferred Stock) upon
               exercise of the Rights or to distribute certificates
               which evidence fractional shares of Preferred Stock
               (other than fractions which are integral multiples of one
               one-hundredth of a share of Preferred Stock).  In lieu of
               fractional shares of Preferred Stock that are not
               integral multiples of one one-hundredth of a share of
               Preferred Stock, the Company may pay to the registered
               holders of Rights Certificates at the time such Rights
               are exercised as herein provided an amount in cash equal
               to the same fraction of the current market value of one
               one-hundredth of a share of Preferred Stock.  For
               purposes of this Section 14(b), the current market value
               of one one-hundredth of a share of Preferred Stock shall
               be one one-hundredth of the closing price of a share of
               Preferred Stock (as determined pursuant to Section
               11(d)(ii) hereof) for the Trading Day immediately prior
               to the date of such exercise. 

                              (c)  Following the occurrence of a
               Triggering Event, the Company shall not be required to
               issue fractions of shares of Common Stock upon exercise
               of the Rights or to distribute certificates which
               evidence fractional shares of Common Stock.  In lieu of
               fractional shares of Common Stock, the Company may pay to
               the registered holders of Rights Certificates at the time
               such Rights are exercised as herein provided an amount in
               cash equal to the same fraction of the current market
               value of one (1) share of Common Stock.  For purposes of
               this Section 14(c), the current market value of one share
               of Common Stock shall be the closing price of one share
               of Common Stock (as determined pursuant to Section
               11(d)(i) hereof) for the Trading Day immediately prior to
               the date of such exercise. 

                              (d)  The holder of a Right by the
               acceptance of the Rights expressly waives his right to
               receive any fractional Rights or any fractional shares
               upon exercise of a Right, except as permitted by this
               Section 14. 

                         Section 15.  Rights of Action.  All rights of
               action in respect of this Agreement are vested in the
               respective registered holders of the Rights Certificates
               (and, prior to the Distribution Date, the registered
               holders of the Common Stock); and any registered holder
               of any Rights Certificate (or, prior to the Distribution
               Date, of the Common Stock), without the consent of the
               Rights Agent or of the holder of any other Rights
               Certificate (or, prior to the Distribution Date, of the
               Common Stock), may, in his own behalf and for his own
               benefit, enforce, and may institute and maintain any
               suit, action or proceeding against the Company to
               enforce, or otherwise act in respect of, his right to
               exercise the Rights evidenced by such Rights Certificate
               in the manner provided in such Rights Certificate and in
               this Agreement.  Without limiting the foregoing or any
               remedies available to the holders of Rights, it is
               specifically acknowledged that the holders of Rights
               would not have an adequate remedy at law for any breach
               of this Agreement and shall be entitled to specific
               performance of the obligations hereunder and injunctive
               relief against actual or threatened violations of the
               obligations hereunder of any Person subject to this
               Agreement. 

                         Section 16.  Agreement of Rights Holders. 
               Every holder of a Right by accepting the same consents
               and agrees with the Company and the Rights Agent and with
               every other holder of a Right that: 

                              (a)  prior to the Distribution Date, the
               Rights will be transferable only in connection with the
               transfer of Common Stock; 

                              (b)  after the Distribution Date, the
               Rights Certificates are transferable only on the registry
               books of the Rights Agent if surrendered at the principal
               office or offices of the Rights Agent designated for such
               purposes, duly endorsed or accompanied by a proper
               instrument of transfer and with the appropriate forms and
               certificates fully executed;  

                              (c)  subject to Section 6(a) and Section
               7(f) hereof, the Company and the Rights Agent may deem
               and treat the person in whose name a Rights Certificate
               (or, prior to the Distribution Date, the associated
               Common Stock certificate) is registered as the absolute
               owner thereof and of the Rights evidenced thereby
               (notwithstanding any notations of ownership or writing on
               the Rights Certificates or the associated Common Stock
               certificate made by anyone other than the Company or the
               Rights Agent) for all purposes whatsoever, and neither
               the Company nor the Rights Agent, subject to the last
               sentence of Section 7(e) hereof, shall be required to be
               affected by any notice to the contrary; and  

                              (d)  notwithstanding anything in this
               Agreement to the contrary, neither the Company nor the
               Rights Agent shall have any liability to any holder of a
               Right or other Person as a result of its inability to
               perform any of its obligations under this Agreement by
               reason of any preliminary or permanent injunction or
               other order, decree or ruling issued by a court of
               competent jurisdiction or by a governmental, regulatory
               or administrative agency or commission, or any statute,
               rule, regulation or executive order promulgated or
               enacted by any governmental authority, prohibiting or
               otherwise restraining performance of such obligation;
               provided, however, the Company must use its best efforts
               to have any such order, decree or ruling lifted or
               otherwise overturned as soon as possible. 

                         Section 17.  Rights Certificate Holder Not
               Deemed a Stockholder.  No holder, as such, of any Rights
               Certificate shall be entitled to vote, receive dividends
               or be deemed for any purpose the holder of the number of
               one one-hundredths of a share of Preferred Stock or any
               other securities of the Company which may at any time be
               issuable on the exercise of the Rights represented
               thereby, nor shall anything contained herein or in any
               Rights Certificate be construed to confer upon the holder
               of any Rights Certificate, as such, any of the rights of
               a stockholder of the Company or any right to vote for the
               election of directors or upon any matter submitted to
               stockholders at any meeting thereof, or to give or
               withhold consent to any corporate action, or to receive
               notice of meetings or other actions affecting
               stockholders (except as provided in Section 24 hereof),
               or to receive dividends or subscription rights, or
               otherwise, until the Right or Rights evidenced by such
               Rights Certificate shall have been exercised in
               accordance with the provisions hereof. 

                         Section 18.  Concerning the Rights Agent. 

                              (a)  The Company agrees to pay to the
               Rights Agent reasonable compensation for all services
               rendered by it hereunder and, from time to time, on
               demand of the Rights Agent, its reasonable expenses and
               counsel fees and disbursements and other disbursements
               incurred in the administration and execution of this
               Agreement and the exercise and performance of its duties
               hereunder.  The Company also agrees to indemnify the
               Rights Agent for, and to hold it harmless against, any
               loss, liability, or expense, incurred without negligence,
               bad faith or willful misconduct on the part of the Rights
               Agent, for anything done or omitted by the Rights Agent
               in connection with the acceptance and administration of
               this Agreement, including the costs and expenses of
               defending against any claim of liability in the premises.

                              (b)  The Rights Agent shall be protected
               and shall incur no liability for or in respect of any
               action taken, suffered or omitted by it in connection
               with its administration of this Agreement in reliance
               upon any Rights Certificate or certificate for Common
               Stock or for other securities of the Company, instrument
               of assignment or transfer, power of attorney,
               endorsement, affidavit, letter, notice, direction,
               consent, certificate, statement, or other paper or
               document believed by it to be genuine and to be signed,
               executed and, where necessary, verified or acknowledged,
               by the proper Person or Persons. 

                         Section 19.  Merger or Consolidation or Change
               of Name of Rights Agent. 

                              (a)  Any corporation into which the Rights
               Agent or any successor Rights Agent may be merged or with
               which it may be consolidated, or any corporation
               resulting from any merger or consolidation to which the
               Rights Agent or any successor Rights Agent shall be a
               party, or any corporation succeeding to the corporate
               trust or stock transfer business of the Rights Agent or
               any successor Rights Agent, shall be the successor to the
               Rights Agent under this Agreement without the execution
               or filing of any paper or any further act on the part of
               any of the parties hereto; provided, however, that such
               corporation would be eligible for appointment as a
               successor Rights Agent under the provisions of Section 21
               hereof.  In case at the time such successor Rights Agent
               shall succeed to the agency created by this Agreement,
               any of the Rights Certificates shall have been
               countersigned but not delivered, any such successor
               Rights Agent may adopt the countersignature of a
               predecessor Rights Agent and deliver such Rights
               Certificates so countersigned; and in case at that time
               any of the Rights Certificates shall not have been
               countersigned, any successor Rights Agent may countersign
               such Rights Certificates either in the name of the
               predecessor or in the name of the successor Rights Agent;
               and in all such cases such Rights Certificates shall have
               the full force provided in the Rights Certificates and in
               this Agreement. 

                              (b)  In case at any time the name of the
               Rights Agent shall be changed and at such time any of the
               Rights Certificates shall have been countersigned but not
               delivered, the Rights Agent may adopt the
               countersignature under its prior name and deliver Rights
               Certificates so countersigned; and in case at that time
               any of the Rights Certificates shall not have been
               countersigned, the Rights Agent may countersign such
               Rights Certificates either in its prior name or in its
               changed name; and in all such cases such Rights
               Certificates shall have the full force provided in the
               Rights Certificates and in this Agreement. 

                         Section 20.  Duties of Rights Agent.  The
               Rights Agent undertakes the duties and obligations
               imposed by this Agreement upon the following terms and
               conditions, by all of which the Company and the holders
               of Rights Certificates, by their acceptance thereof,
               shall be bound: 

                              (a)  The Rights Agent may consult with
               legal counsel (who may be legal counsel for the Company),
               and the opinion of such counsel shall be full and
               complete authorization and protection to the Rights Agent
               as to any action taken or omitted by it in good faith and
               in accordance with such opinion. 

                              (b)  Whenever in the performance of its
               duties under this Agreement the Rights Agent shall deem
               it necessary or desirable that any fact or matter
               (including, without limitation, the identity of any
               Acquiring Person and the determination of "current market
               price") be proved or established by the Company prior to
               taking or suffering any action hereunder, such fact or
               matter (unless other evidence in respect thereof be
               herein specifically prescribed) may be deemed to be
               conclusively proved and established by a certificate
               signed by the Chairman of the Board, the President, any
               Vice President, the Treasurer, any Assistant Treasurer,
               the Secretary or any Assistant Secretary of the Company
               and delivered to the Rights Agent; and such certificate
               shall be full authorization to the Rights Agent for any
               action taken or suffered in good faith by it under the
               provisions of this Agreement in reliance upon such
               certificate. 

                              (c)  The Rights Agent shall be liable
               hereunder only for its own negligence, bad faith or
               willful misconduct. 

                              (d)  The Rights Agent shall not be liable
               for or by reason of any of the statements of fact or
               recitals contained in this Agreement or in the Rights
               Certificates or be required to verify the same (except as
               to its countersignature on such Rights Certificates), but
               all such statements and recitals are and shall be deemed
               to have been made by the Company only. 

                              (e)  The Rights Agent shall not be under
               any responsibility in respect of the validity of this
               Agreement or the execution and delivery hereof (except
               the due execution hereof by the Rights Agent) or in
               respect of the validity or execution of any Rights
               Certificate (except its countersignature thereof); nor
               shall it be responsible for any breach by the Company of
               any covenant or condition contained in this Agreement or
               in any Rights Certificate; nor shall it be responsible
               for any adjustment required under the provisions of
               Section 11 or Section 13 hereof or responsible for the
               manner, method or amount of any such adjustment or the
               ascertaining of the existence of facts that would require
               any such adjustment (except with respect to the exercise
               of Rights evidenced by Rights Certificates after actual
               notice of any such adjustment); nor shall it by any act
               hereunder be deemed to make any representation or
               warranty as to the authorization or reservation of any
               shares of Common Stock or Preferred Stock to be issued
               pursuant to this Agreement or any Rights Certificate or
               as to whether any shares of Common Stock or Preferred
               Stock will, when so issued, be validly authorized and
               issued, fully paid and nonassessable. 

                              (f)  The Company agrees that it will
               perform, execute, acknowledge and deliver or cause to be
               performed, executed, acknowledged and delivered all such
               further and other acts, instruments and assurances as may
               reasonably be required by the Rights Agent for the
               carrying out or performing by the Rights Agent of the
               provisions of this Agreement. 

                              (g)  The Rights Agent is hereby authorized
               and directed to accept instructions with respect to the
               performance of its duties hereunder from the Chairman of
               the Board, the Vice Chairman, the President, any Vice
               President, the Secretary, any Assistant Secretary, the
               Treasurer or any Assistant Treasurer of the Company, and
               to apply to such officers for advice or instructions in
               connection with its duties, and it shall not be liable
               for any action taken or suffered to be taken by it in
               good faith in accordance with instructions of any such
               officer. 

                              (h)  The Rights Agent and any stockholder,
               director, officer or employee of the Rights Agent may
               buy, sell or deal in any of the Rights or other
               securities of the Company or become pecuniarily
               interested in any transaction in which the Company may be
               interested, or contract with or lend money to the Company
               or otherwise act as fully and freely as though it were
               not Rights Agent under this Agreement.  Nothing herein
               shall preclude the Rights Agent from acting in any other
               capacity for the Company or for any other legal entity. 

                              (i)  The Rights Agent may execute and
               exercise any of the rights or powers hereby vested in it
               or perform any duty hereunder either itself or by or
               through its attorneys or agents, and the Rights Agent
               shall not be answerable or accountable for any act,
               default, neglect or misconduct of any such attorneys or
               agents or for any loss to the Company resulting from any
               such act, default, neglect or misconduct; provided,
               however, reasonable care was exercised in the selection
               and continued employment thereof. 

                              (j)  No provision of this Agreement shall
               require the Rights Agent to expend or risk its own funds
               or otherwise incur any financial liability in the
               performance of any of its duties hereunder or in the
               exercise of its rights if there shall be reasonable
               grounds for believing that repayment of such funds or
               adequate indemnification against such risk or liability
               is not reasonably assured to it. 

                              (k)  If, with respect to any Right
               Certificate surrendered to the Rights Agent for exercise
               or transfer, the certificate attached to the form of
               assignment or form of election to purchase, as the case
               may be, has either not been completed or indicates an
               affirmative response to clause 1 and/or 2 thereof, the
               Rights Agent shall not take any further action with
               respect to such requested exercise of transfer without
               first consulting with the Company. 

                         Section 21.  Change of Rights Agent.  The
               Rights Agent or any successor Rights Agent may resign and
               be discharged from its duties under this Agreement upon
               thirty (30) days' notice in writing mailed to the
               Company, and to each transfer agent of the Common Stock
               and Preferred Stock, by registered or certified mail, and
               to the holders of the Rights Certificates by first-class
               mail.  The Company may remove the Rights Agent or any
               successor Rights Agent upon thirty (30) days' notice in
               writing, mailed to the Rights Agent or successor Rights
               Agent, as the case may be, and to each transfer agent of
               the Common Stock and Preferred Stock, by registered or
               certified mail, and to the holders of the Rights
               Certificates by first-class mail.  If the Rights Agent
               shall resign or be removed or shall otherwise become
               incapable of acting, the Company shall appoint a
               successor to the Rights Agent.  If the Company shall fail
               to make such appointment within a period of thirty (30)
               days after giving notice of such removal or after it has
               been notified in writing of such resignation or
               incapacity by the resigning or incapacitated Rights Agent
               or by the holder of a Rights Certificate (who shall, with
               such notice, submit his Rights Certificate for inspection
               by the Company), then any registered holder of any Rights
               Certificate may apply to any court of competent
               jurisdiction for the appointment of a new Rights Agent. 
               Any successor Rights Agent, whether appointed by the
               Company or by such a court, shall be (A) a corporation
               organized and doing business under the laws of the United
               States or of the State of California or New York (or of
               any other state of the United States so long as such
               corporation is authorized to do business as a banking
               institution in the State of California or New York), in
               good standing, having a principal office in the State of
               California or New York, which is authorized under such
               laws to exercise corporate trust or stock transfer powers
               and is subject to supervision or examination by federal
               or state authority and which has at the time of its
               appointment as Rights Agent a combined capital and
               surplus of at least $100,000,000 or (B) an affiliate of a
               corporation described in clause (A) immediately above,
               which affiliate has a combined capital and surplus of at
               least $10,000,000.  After appointment, the successor
               Rights Agent shall be vested with the same powers,
               rights, duties and responsibilities as if it had been
               originally named as Rights Agent without further act or
               deed; but the predecessor Rights Agent shall deliver and
               transfer to the successor Rights Agent any property at
               the time held by it hereunder, and execute and deliver
               any further assurance, conveyance, act or deed necessary
               for the purpose.  Not later than the effective date of
               any such appointment, the Company shall file notice
               thereof in writing with the predecessor Rights Agent and
               each transfer agent of the Common Stock and the Preferred
               Stock, and mail a notice thereof in writing to the
               registered holders of the Rights Certificates.  Failure
               to give any notice provided for in this Section 21,
               however, or any defect therein, shall not affect the
               legality or validity of the resignation or removal of the
               Rights Agent or the appointment of the successor Rights
               Agent, as the case may be. 

                         Section 22.  Issuance of New Rights
               Certificates.  Notwithstanding any of the provisions of
               this Agreement or of the Rights to the contrary, the
               Company may, at its option, issue new Rights Certificates
               evidencing Rights in such form as may be approved by the
               Board to reflect any adjustment or change in the Purchase
               Price and the number or kind or class of shares or other
               securities or property purchasable under the Rights
               Certificates made in accordance with the provisions of
               this Agreement.  In addition, in connection with the
               issuance or sale of shares of Common Stock following the
               Distribution Date and prior to the redemption or
               expiration of the Rights, the Company (a) shall, with
               respect to shares of Common Stock so issued or sold
               pursuant to the exercise of stock options or under any
               employee plan or arrangement, granted or awarded as of
               the Distribution Date, or upon the exercise, conversion
               or exchange of securities hereinafter issued by the
               Company, and (b) may, in any other case, if deemed
               necessary or appropriate by the Board, issue Rights
               Certificates representing the appropriate number of
               Rights in connection with such issuance or sale;
               provided, however, that (i) no such Rights Certificate
               shall be issued if, and to the extent that, the Company
               shall be advised by counsel that such issuance would
               create a significant risk of material adverse tax
               consequences to the Company or the Person to whom such
               Rights Certificate would be issued, and (ii) no such
               Rights Certificate shall be issued if, and to the extent
               that, appropriate adjustment shall otherwise have been
               made in lieu of the issuance thereof.

                         Section 23.  Redemption and Termination. 

                              (a)  The Board may, at its option, at any
               time prior to the earlier of (i) the close of business on
               the tenth business day following the Stock Acquisition
               Date (or, if the Stock Acquisition Date shall have
               occurred prior to the Record Date, the close of business
               on the tenth business day following the Record Date), or
               (ii) the Final Expiration Date, redeem all but not less
               than all the then outstanding Rights at a redemption
               price of $.01 per Right, as such amount may be
               appropriately adjusted to reflect any stock split, stock
               dividend or similar transaction occurring after the date
               hereof (such redemption price being hereinafter referred
               to as the "Redemption Price"); provided, however, that if
               the Board authorizes redemption of the Rights in either
               of the circumstances set forth in clauses (i) and (ii)
               below, then there must be Continuing Directors then in
               office and such authorization shall require the
               concurrence of a majority of such Continuing Directors: 
               (i) such authorization occurs on or after the time a
               Person becomes an Acquiring Person or (ii) such
               authorization occurs on or after the date of a change
               (resulting from a proxy or consent solicitation) in a
               majority of the directors in office at the commencement
               of such solicitation if any Person who is a participant
               in such solicitation has stated (or, if upon the
               commencement of such solicitation, a majority of the
               Board has determined in good faith) that such Person (or
               any of its Affiliates or Associates) intends to take, or
               may consider taking, any action which would result in
               such Person becoming an Acquiring Person or which would
               cause the occurrence of a Triggering Event unless,
               concurrent with such solicitation, such Person (or one or
               more of its Affiliates or Associates) is making a cash
               tender offer pursuant to a Schedule 14D-1 (or any
               successor form) filed with the Securities and Exchange
               Commission for all outstanding  shares of Common Stock
               not beneficially owned by such Person (or by its
               Affiliates or Associates); provided, further, however,
               that if, following the occurrence of a Stock Acquisition
               Date and following the expiration of the right of
               redemption hereunder but prior to any Triggering Event,
               (i) a Person who is an Acquiring Person shall have
               transferred or otherwise disposed of a number of shares
               of Common Stock in one transaction or series of
               transactions, not directly or indirectly involving the
               Company or any of its Subsidiaries, which did not result
               in the occurrence of a Triggering Event such that such
               Person is thereafter a Beneficial Owner of less than 15%
               of the outstanding shares of Common Stock, (ii) there are
               no other Persons, immediately following the occurrence of
               the event described in clause (i), who are Acquiring
               Persons, and (iii) the Board (with the concurrence of a
               majority of the Continuing Directors) shall so approve,
               then the right of redemption shall be reinstated and
               thereafter be subject to the provisions of this Section
               23.  Notwithstanding anything contained in this Agreement
               to the contrary, the Rights shall not be exercisable
               after the first occurrence of a Section 11(a)(ii) Event
               until such time as the Company's right of redemption
               hereunder has expired.  The Company may, at its option,
               pay the Redemption Price in cash, shares of Common Stock
               (based on the "current market price," as defined in
               Section 11(d)(i) hereof, of the Common Stock at the time
               of redemption) or any other form of consideration deemed
               appropriate by the Board.

                              (b)  Immediately upon the action of the
               Board ordering the redemption of the Rights, evidence of
               which shall have been filed with the Rights Agent and
               without any further action and without any notice, the
               right to exercise the Rights will terminate and the only
               right thereafter of the holders of Rights shall be to
               receive the Redemption Price for each Right so held. 
               Promptly after the action of the Board ordering the
               redemption of the Rights, the Company shall give notice
               of such redemption to the Rights Agent and the holders of
               the then outstanding Rights by mailing such notice to all
               such holders at each holder's last address as it appears
               upon the registry books of the Rights Agent or, prior to
               the Distribution Date, on the registry books of the
               Transfer Agent for the Common Stock.  Any notice which is
               mailed in the manner herein provided shall be deemed
               given, whether or not the holder receives the notice. 
               Each such notice of redemption will state the method by
               which the payment of the Redemption Price will be made. 

                              (c)  The Board may, as its option, at any
               time on or after the first occurrence of a Section
               11(a)(ii) Event (provided, however, that any such action
               following the first occurrence of either of the events
               set forth in clauses (i) and (ii) of the first proviso to
               Section 23(a) hereof shall be effective only if there are
               Continuing Directors and shall require the concurrence of
               a majority of the Continuing Directors), exchange all or
               part of the then outstanding and exercisable Rights
               (which shall not include Rights that have become void
               pursuant to the provisions of Section 7(e) hereof) for
               shares of Common Stock at an exchange ratio of one share
               of Common Stock per Right, appropriately adjusted to
               reflect any stock split, stock dividend or similar
               transaction occurring after the date hereof (such
               exchange ratio being hereinafter referred to as the
               "Exchange Ratio").

                              (d)  Immediately upon the action of the
               Board ordering the exchange of any Rights pursuant to
               subsection (c) of this Section 23 and without any further
               action and without any notice, the right to exercise such
               Rights shall terminate and the only right thereafter of a
               holder of such Rights shall be to receive that number of
               shares of Common Stock equal to the number of such Rights
               held by such holder multiplied by the Exchange Ratio. 
               The Company shall promptly give public notice of any such
               exchange; provided, however, that the failure to give, or
               any defect in, such notice shall not affect the validity
               of such exchange.  The Company promptly shall mail a
               notice of any such exchange to all of the holders of such
               Rights at their last addresses as they appear upon the
               registry books of the Rights Agent.  Any notice which is
               mailed in the manner herein provided shall be deemed
               given, whether or not the holder receives the notice. 
               Each such notice of exchange will state the method by
               which the exchange of the shares of Common Stock for
               Rights will be effected and, in the event of any partial
               exchange, the number of Rights which will be exchanged. 
               Any partial exchange shall be effected pro rata based on
               the number of Rights (other than Rights which have become
               void pursuant to the provisions of Section 7(e) hereof)
               held by each holder of Rights.

                              (e)  In the event that the number of
               shares of Common Stock which are authorized by the
               Company's Certificate of Incorporation but not
               outstanding or reserved for issuance for purposes other
               than upon exercise of the Rights are not sufficient to
               permit any exchange of Rights as contemplated in
               accordance with this Section 23, the Company shall take
               all such action as may be necessary to authorize
               additional shares of Common Stock for issuance upon
               exchange of the Rights.

                              (f)  The Company shall not be required to
               issue fractions of shares of Common Stock or to
               distribute certificates which evidence fractional shares
               of Common Stock.  In lieu of such fractional shares of
               Common Stock, the Company shall pay to the registered
               holders of Rights with regard to which such fractional
               shares of Common Stock would otherwise be issuable an
               amount in cash equal to the same fraction of the value of
               a whole share of Common Stock.  For purposes of this
               subsection (f), the value of a whole share of Common
               Stock shall be the closing price (as determined pursuant
               to the provisions of Section 11(d)(i) hereof) for the
               Trading Day immediately prior to the date of exchange
               pursuant to this Section 23.

                              (g)  Notwithstanding anything to the
               contrary contained in this Agreement, if the Company
               shall redeem the Existing Rights in accordance with the
               terms of the Existing Agreement, then if the Board so
               determines (which determination shall, if made following
               the first occurrence of either of the events set forth in
               clauses (i) and (ii) of the first proviso to Section
               23(c) hereof, be effective only if there shall be
               Continuing Directors and shall require the concurrence of
               a majority of such Continuing Directors) (i) any cash or
               other consideration paid or exchanged by the Company upon
               the redemption of the Existing Rights shall also be
               deemed to have been paid or exchanged for the Rights
               issued under this Agreement pursuant to the terms of this
               Section 23, (ii) such Rights shall be deemed to have been
               redeemed pursuant to the terms of this Section 23 and
               (iii) the Company shall have no further obligations under
               this Agreement.   

                         Section 24.  Notice of Certain Events.

                              (a)  In case the Company shall propose, at
               any time after the Distribution Date, (i) to pay any
               dividend payable in stock of any class to the holders of
               Preferred Stock or to make any other distribution to the
               holders of Preferred Stock (other than a regular
               quarterly cash dividend out of earnings or retained
               earnings of the Company), or (ii) to offer to the holders
               of Preferred Stock rights or warrants to subscribe for or
               to purchase any additional shares of Preferred Stock or
               shares of stock of any class or any other securities,
               rights or options, or (iii) to effect any
               reclassification of its Preferred Stock (other than a
               reclassification involving only the subdivision of
               outstanding shares of Preferred Stock), or (iv) to effect
               any consolidation or merger into or with any other Person
               (other than a Subsidiary of the Company in a transaction
               which complies with Section 11(o) hereof), or to effect
               any sale or other transfer (or to permit one or more of
               its Subsidiaries to effect any sale or other transfer),
               in one transaction or a series of related transactions,
               of more than 50% of the assets or earning power of the
               Company and its Subsidiaries (taken as a whole) to any
               other Person or Persons (other than the Company and/or
               any of its Subsidiaries in one or more transactions each
               of which complies with Section 11(o) hereof), or (v) to
               effect the liquidation, dissolution or winding up of the
               Company, then, in each such case, the Company shall give
               to each holder of a Rights Certificate, to the extent
               feasible and in accordance with Section 25 hereof, a
               notice of such proposed action, which shall specify the
               record date for the purposes of such stock dividend,
               distribution of rights or warrants, or the date on which
               such reclassification, consolidation, merger, sale,
               transfer, liquidation, dissolution, or winding up is to
               take place and the date of participation therein by the
               holders of the shares of Preferred Stock, if any such
               date is to be fixed, and such notice shall be so given in
               the case of any action covered by clause (i) or (ii)
               above at least twenty (20) days prior to the record date
               for determining holders of the shares of Preferred Stock
               for purposes of such action, and in the case of any such
               other action, at least twenty (20) days prior to the date
               of the taking of such proposed action or the date of
               participation therein by the holders of the shares of
               Preferred Stock whichever shall be the earlier. 

                              (b)  In case the event set forth in
               Section 11(a)(ii) hereof shall occur, then (i) the
               Company shall as soon as practicable thereafter give to
               each holder of a Rights Certificate, to the extent
               feasible and in accordance with Section 25 hereof, a
               notice of the occurrence of such event, which shall
               specify the event and the consequences of the event to
               holders of Rights under Section 11(a)(ii) hereof, and
               (ii) all references in the preceding paragraph to
               Preferred Stock shall be deemed thereafter to refer to
               Common Stock and/or, if appropriate, other securities. 

                         Section 25.  Notices.  Notices or demands
               authorized by this Agreement to be given or made by the
               Rights Agent or by the holder of any Rights Certificate
               to or on the Company shall be sufficiently given or made
               if sent by first-class mail, postage prepaid, addressed
               (until another address is filed in writing with the
               Rights Agent) as follows: 

                         Great Western Financial Corporation
                         9200 Oakdale Avenue
                         Chatsworth, CA  91311-6519
                         Attention:  Corporate Secretary 

               Subject to the provisions of Section 21, any notice or
               demand authorized by this Agreement to be given or made
               by the Company or by the holder of any Rights Certificate
               to or on the Rights Agent shall be sufficiently given or
               made if sent by first-class mail, postage prepaid,
               addressed (until another address is filed in writing with
               the Company) as follows: 

                         First Chicago Trust Company
                         of New York
                         525 Washington Boulevard
                         Suite 4660
                         3rd Floor
                         Jersey City, New Jersey  07310
                         Attention: Tenders and Exchanges Administration

               Notices or demands authorized by this Agreement to be
               given or made by the Company or the Rights Agent to the
               holder of any Rights Certificate (or, if prior to the
               Distribution Date, to the holder of certificates
               representing shares of Common Stock) shall be
               sufficiently given or made if sent by first-class mail,
               postage prepaid, addressed to such holder at the address
               of such holder as shown on the registry books of the
               Company. 

                         Section 26.  Supplements and Amendments.  Prior
               to the Distribution Date the Company and the Rights Agent
               shall, if the Company so directs, supplement or amend any
               provision of this Agreement without the approval of any
               holders of certificates representing shares of Common
               Stock. From and after the Distribution Date, the Company
               and the Rights Agent shall, if the Company so directs,
               supplement or amend this Agreement without the approval
               of any holders of Rights Certificates in order (i) to
               cure any ambiguity, (ii) to correct or supplement any
               provision contained herein which may be defective or
               inconsistent with any other provisions herein, (iii) to
               shorten or lengthen any time period hereunder or (iv) to
               change or supplement the provisions hereunder in any
               manner which the Company may deem necessary or desirable
               and which shall not adversely affect the interests of the
               holders of Rights Certificates (other than an Acquiring
               Person or an Affiliate or an Associate of an Acquiring
               Person); provided, this Agreement may not be supplemented
               or amended to lengthen, pursuant to clause (iii) of this
               sentence, (A) a time period relating to when the Rights
               may be redeemed at such time as the Rights are not then
               redeemable, or (B) any other time period unless such
               lengthening is for the purpose of protecting, enhancing
               or clarifying the rights of, and/or the benefits to, the
               holders of Rights.  Upon the delivery of a certificate
               from an appropriate officer of the Company which states
               that the proposed supplement or amendment is in
               compliance with the terms of this Section 26, the Rights
               Agent shall execute such supplement or amendment. 
               Notwithstanding anything to the contrary contained
               herein, following the first occurrence of either of the
               events set forth in clauses (i) and (ii) of the first
               proviso to Section 23(a) hereof, any amendment to this
               Agreement pursuant to this Section 26 shall be effective
               only if there are Continuing Directors and shall require
               the concurrence of a majority of such Continuing
               Directors.  Prior to the Distribution Date, the interests
               of the holders of Rights shall be deemed coincident with
               the interests of the holders of Common Stock. 

                         Section 27.  Successors.  All the covenants and
               provisions of this Agreement by or for the benefit of the
               Company or the Rights Agent shall bind and inure to the
               benefit of their respective successors and assigns
               hereunder. 

                         Section 28.  Determinations and Actions by the
               Board of Directors, etc.  For all purposes of this
               Agreement, any calculation of the number of shares of
               Common Stock outstanding at any particular time,
               including for purposes of determining the particular
               percentage of such outstanding shares of Common Stock of
               which any Person is the Beneficial Owner, shall be made
               in accordance with the last sentence of Rule
               13d-3(d)(1)(i) of the General Rules and Regulations under
               the Exchange Act.  The Board (with, where specifically
               provided for herein, the concurrence of the Continuing
               Directors) shall have the exclusive power and authority
               to administer this Agreement and to exercise all rights
               and powers specifically granted to the Board (with, where
               specifically provided for herein, the concurrence of the
               Continuing Directors) or to the Company, or as may be
               necessary or advisable in the administration of this
               Agreement, including, without limitation, the right and
               power to (i) interpret the provisions of this Agreement,
               and (ii) make all determinations deemed necessary or
               advisable for the administration of this Agreement
               (including a determination to redeem or not redeem the
               Rights or to amend the Agreement).  All such actions,
               calculations, interpretations and determinations
               (including, for purposes of clause (y) below, all
               omissions with respect to the foregoing) which are done
               or made by the Board (with, where specifically provided
               for herein, the concurrence of the Continuing Directors)
               in good faith, shall (x) be final, conclusive and binding
               on the Company, the Rights Agent, the holders of the
               Rights and all other parties, and (y) not subject the
               Board or the Continuing Directors to any liability to the
               holders of the Rights. 

                         Section 29.  Benefits of this Agreement. 
               Nothing in this Agreement shall be construed to give to
               any Person other than the Company, the Rights Agent and
               the registered holders of the Rights Certificates (and,
               prior to the Distribution Date, registered holders of the
               Common Stock) any legal or equitable right, remedy or
               claim under this Agreement; but this Agreement shall be
               for the sole and exclusive benefit of the Company, the
               Rights Agent and the registered holders of the Rights
               Certificates (and, prior to the Distribution Date,
               registered holders of the Common Stock). 

                         Section 30.  Severability.  If any term,
               provision, covenant or restriction of this Agreement is
               held by a court of competent jurisdiction or other
               authority to be invalid, void or unenforceable, the
               remainder of the terms, provisions, covenants and
               restrictions of this Agreement shall remain in full force
               and effect and shall in no way be affected, impaired or
               invalidated; provided, however, that notwithstanding
               anything in this Agreement to the contrary, if any such
               term, provision, covenant or restriction is held by such
               court or authority to be invalid, void or unenforceable
               and the Board determines in its good faith judgment that
               severing the invalid language from this Agreement would
               adversely affect the purpose or effect of this Agreement,
               the right of redemption set forth in Section 23 hereof
               shall be reinstated and shall not expire until the close
               of business on the tenth day following the date of such
               determination by the Board.  Without limiting the
               foregoing, if any provision requiring a determination to
               be made by (or with the concurrence of) less than the
               entire Board is held by any court of competent
               jurisdiction or other authority to be invalid, void or
               unenforceable, such determination shall then be made by
               the Board in accordance with applicable law and the
               Company's Certificate of Incorporation and By-Laws.

                         Section 31.  Governing Law.  This Agreement,
               each Right and each Rights Certificate issued hereunder
               shall be deemed to be a contract made under the laws of
               the State of Delaware and for all purposes shall be
               governed by and construed in accordance with the laws of
               such State applicable to contracts made and to be
               performed entirely within such State.

                         Section 32.  Counterparts.  This Agreement may
               be executed in any number of counterparts and each of
               such counterparts shall for all purposes be deemed to be
               an original, and all such counterparts shall together
               constitute but one and the same instrument. 

                         Section 33.  Descriptive Headings.  Descriptive
               headings of the several Sections of this Agreement are
               inserted for convenience only and shall not control or
               affect the meaning or construction of any of the
               provisions hereof. 


                         IN WITNESS WHEREOF, the parties hereto have
               caused this Agreement to be duly executed and their
               respective corporate seals to be hereunto affixed and
               attested, all as of the day and year first above written.

                                             GREAT WESTERN FINANCIAL
               Attest:                         CORPORATION

               By /s/ J. Lance Erikson       By /s/ John F. Maher      
                  J. Lance Erikson              John F. Maher
                  Executive Vice President,     President
                  Secretary and General         
                  Counsel

                                             FIRST CHICAGO TRUST
               Attest:                         COMPANY OF NEW YORK

               By /s/ Joanne Gorostiola      By /s/ Ralph Persico
                  Joanne Gorostiola             Ralph Persico
                  Assistant Vice President      Customer Service Officer  
          
                                                


                                                               Exhibit A

                      CERTIFICATE OF DESIGNATION, PREFERENCES AND
                RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                           of

                          GREAT WESTERN FINANCIAL CORPORATION

                 Pursuant to Section 151 of the General Corporation Law
                                of the State of Delaware

                         We, James F. Montgomery, Chairman and Chief
               Executive, and J. Lance Erikson, Senior Vice President
               and Corporate Secretary, of Great Western Financial
               Corporation, a corporation organized and existing under
               the General Corporation Law of the State of Delaware in
               accordance with the provisions of Section 103 thereof, DO
               HEREBY CERTIFY:

                         That pursuant to the authority conferred upon
               the Board of Directors by the Certificate of
               Incorporation, as amended, of said Corporation, said
               Board of Directors on June 24, 1986, adopted the
               following resolution creating a series of 500,000 shares
               of preferred stock designated as Series A Junior
               Participating Preferred Stock and on June 27, 1995
               approved an amendment to such resolution increasing the
               number of shares of such series of preferred stock to
               2,000,000:

                         RESOLVED, that pursuant to the authority vested
               in the Board of Directors of this Corporation in
               accordance with the provisions of its Certificate of
               Incorporation, as amended (the "Certificate of
               Incorporation"), a series of Preferred Stock of the
               Corporation be and it hereby is created, and that the
               designation and amount thereof and the voting powers,
               preferences and relative, participating, optional and
               other special rights of the shares of such series, and
               the qualifications, limitations or restrictions thereof
               are as follows:

                         Section 1.  Designation and Amount.  The shares
               of such series shall be designated as "Series A Junior
               Participating Preferred Stock" and the number of shares
               constituting such series shall be 2,000,000.

                         Section 2.  Dividends and Distributions.  

                         (A) Subject to the prior and superior rights of
               the holders of any shares of any series of Preferred
               Stock ranking prior and superior to the shares of Series
               A Junior Participating Preferred Stock with respect to
               dividends, the holders of shares of Series A Junior
               Participating Preferred Stock shall be entitled to
               receive, when, as and if declared by the Board of
               Directors out of funds legally available for the purpose,
               quarterly dividends payable in cash on the last day of
               February, May, August and November in each year (each
               such date being referred to herein as a "Quarterly
               Dividend Payment Date"), commencing on the first
               Quarterly Dividend Payment Date after the first issuance
               of a share or a fraction of a share of Series A Junior
               Participating Preferred Stock, in an amount per share
               (rounded to the nearest cent) equal to the greater of (a)
               $12.00 or (b) subject to the provisions for adjustment
               hereinafter set forth, 100 times the aggregate per share
               amount of all cash dividends, and 100 times the aggregate
               per share amount (payable in kind) of all non-cash
               dividends or other distributions other than a dividend
               payable in shares of Common Stock or a subdivision of the
               outstanding shares of Common Stock (by reclassification
               or otherwise), declared on the Common Stock, par value
               $1.00 per share, of the Corporation (the "Common Stock")
               since the immediately preceding Quarterly Dividend
               Payment Date, or, with respect to the first Quarter
               Dividend Payment Date, since the first issuance of any
               share or fraction of a share of Series A Junior
               Participating Preferred Stock.  In the event the
               Corporation shall at any time after June 24, 1986 (the
               "Rights Declaration Date") (i) declare any dividend on
               Common Stock payable in shares of Common Stock, (ii)
               subdivide the outstanding Common Stock, or (iii) combine
               the outstanding Common Stock into a smaller number of
               shares, then in each such case the amount to which
               holders of shares of Series A Junior Participating
               Preferred Stock were entitled immediately prior to such
               event under clause (b) of the preceding sentence shall be
               adjusted by multiplying such amount by a fraction the
               numerator of which is the number of shares of Common
               Stock outstanding immediately after such event and the
               denominator of which is the number of shares of Common
               Stock that were outstanding immediately prior to such
               event.

                         (B) The Corporation shall declare a dividend or
               distribution on the Series A Junior Participating
               Preferred Stock as provided in paragraph (A) above
               immediately after it declares a dividend or distribution
               on the Common Stock (other than a dividend payable in
               shares of Common Stock); provided that, in the event no
               dividend or distribution shall have been declared on the
               Common Stock during the period between any Quarterly
               Dividend Payment Date and the next subsequent Quarterly
               Dividend Payment Date, a dividend of $12.00 per share on
               the Series A Junior Participating Preferred Stock shall
               nevertheless be payable on such subsequent Quarterly
               Dividend Payment Date.

                         (C) Dividends shall begin to accrue and be
               cumulative on outstanding shares of Series A Junior
               Participating Preferred Stock from the Quarterly Dividend
               Payment Date next preceding the date of issue of such
               shares of Series A Junior Participating Preferred Stock,
               unless the date of issue of such shares is prior to the
               record date for the first Quarterly Dividend Payment
               Date, in which case dividends on such shares shall begin
               to accrue from the date of issue of such shares, or
               unless the date of issue is a Quarterly Dividend Payment
               Date or is a date after the record date for the
               determination of holders of shares of Series A Junior
               Participating Preferred Stock entitled to receive a
               quarterly dividend and before such Quarterly Dividend
               Payment Date, in either of which events such dividends
               shall begin to accrue and be cumulative from such
               Quarterly Dividend Payment Date.  Accrued but unpaid
               dividends shall not bear interest.  Dividends paid on the
               shares of Series A Junior Participating Preferred Stock
               in an amount less than the total amount of such dividends
               at the time accrued and payable on such shares shall be
               allocated pro rata on a share-by-share basis among all
               such shares at the time outstanding.  The Board of
               Directors may fix a record date for the determination of
               holders of shares of Series A Junior Participating
               Preferred Stock entitled to receive payment of a dividend
               or distribution declared thereon, which record date shall
               be no more than 30 days prior to the date fixed for the
               payment thereof.

                         Section 3.  Voting Rights.  The holders of
               shares of Series A Junior Participating Preferred Stock
               shall have the following voting rights:

                         (A) Subject to the provision for adjustment
               hereinafter set forth, each share of Series A Junior
               Participating Preferred Stock shall entitle the holder
               thereof to 100 votes on all matters submitted to a vote
               of the stockholders of the Corporation.  In the event the
               Corporation shall at any time after the Rights
               Declaration Date (i) declare any dividend on Common Stock
               payable in shares of Common Stock, (ii) subdivide the
               outstanding Common Stock, or (iii) combine the
               outstanding Common Stock into a smaller number of shares,
               then in each such case the number of votes per share to
               which holders of shares of Series A Junior Participating
               Preferred Stock were entitled immediately prior to such
               event shall be adjusted by multiplying such number by a
               fraction the numerator of which is the number of shares
               of Common Stock outstanding immediately after such event
               and the denominator of which is the number of shares of
               Common Stock that were outstanding immediately prior to
               such event.

                         (B) Except as otherwise provided herein or by
               law, the holders of shares of Series A Junior
               Participating Preferred Stock and the holders of shares
               of Common Stock shall vote together as one class on all
               matters submitted to a vote of stockholders of the
               Corporation.

                         (C)(i) If at any time dividends on any Series A
               Junior Participating Preferred Stock shall be in arrears
               in an amount equal to six (6) quarterly dividends
               thereon, the occurrence of such contingency shall mark
               the beginning of a period (herein called a "default
               period") which shall extend until such time when all
               accrued and unpaid dividends for all previous quarterly
               dividend periods and for the current quarterly dividend
               period on all shares of Series A Junior Participating
               Preferred Stock then outstanding shall have been declared
               and paid or set apart for payment.  During each default
               period, all holders of Preferred Stock (including holders
               of the Series A Junior Participating Preferred Stock)
               with dividends in arrears in an amount equal to six (6)
               quarterly dividends thereon, voting as a class,
               irrespective of series, shall have the right to elect
               three (3) Directors.

                         (ii) During any default period, such voting
               right of the holders of Series A Junior Participating
               Preferred Stock may be exercised initially at the next
               annual meeting of stockholders, and at any annual meeting
               of stockholders thereafter, provided that neither such
               voting right nor the right of the holders of any other
               series of Preferred Stock, if any, to elect Directors as
               provided in subparagraph (C)(i) above shall be exercised
               unless the holders of one-third in number of shares of
               Preferred Stock outstanding and entitled to vote with
               respect to such election shall be present in person or by
               proxy.  The absence of a quorum of the holders of Common
               Stock shall not affect the exercise by the holders of
               Preferred Stock of such voting right.  During any default
               period, the number of Directors shall not be increased or
               decreased except by vote of the holders of Preferred
               Stock then entitled to elect Directors pursuant to
               subparagraph (C)(i) voting as a class, irrespective of
               series, or pursuant to the rights of any equity
               securities ranking senior to or pari passu with the
               Series A Junior Participating Preferred Stock.

                         (iii) In any default period, the holders of
               Common Stock, and other classes of stock of the
               Corporation if applicable, shall continue to be entitled
               to elect the whole number of Directors until the holders
               of Preferred Stock shall have exercised their right to
               elect three (3) Directors voting as a class, after the
               exercise of which right (x) the Directors so elected by
               the holders of Preferred Stock shall continue in office
               until their successor shall have been elected by such
               holders or until the expiration of the default period and
               (y) any vacancy in the Board of Directors may be filled
               in the manner set forth in Article Tenth of the
               Certificate of Incorporation.

                         (iv) Immediately upon the expiration of a
               default period, (x) the right of the holders of Preferred
               Stock as a class to elect Directors shall cease, (y) the
               term of any Directors elected by the holders of Preferred
               Stock as a class shall terminate, and (z) the number of
               Directors shall be such number as may be provided for in
               the certificate of incorporation or by-laws.  Any
               vacancies in the Board of Directors affected by the
               provisions of clauses (y) and (z) in the preceding
               sentence may be filled in the manner set forth in Article
               Tenth of the Certificate of Incorporation.

                         (D) Except as set forth herein, holders of
               Series A Junior Participating Preferred Stock shall have
               no special voting rights and their consent shall not be
               required (except to the extent they are entitled to vote
               with holders of Common Stock as set forth herein) for
               taking any corporate action.

                         Section 4.  Certain Restrictions.

                         (A) Whenever quarterly dividends or other
               dividends or distributions payable on the Series A Junior
               Participating Preferred Stock as provided in Section 2
               are in arrears, thereafter and until all accrued and
               unpaid dividends and distributions, whether or not
               declared, on shares of Series A Junior Participating
               Preferred Stock outstanding shall have been paid in full,
               the Corporation shall not 

                         (i) declare or pay dividends on, make any other
               distributions on, or redeem or purchase or otherwise
               acquire for consideration any shares of stock ranking
               junior (either as to dividends or upon liquidation,
               dissolution or winding up) to the Series A Junior
               Participating Preferred Stock;

                         (ii) declare or pay dividends on or make any
               other distributions on any shares of stock ranking on a
               parity (either as to dividends or upon liquidation,
               dissolution or winding up) with the Series A Junior
               Participating Preferred Stock, except dividends paid
               ratably on the Series A Junior Participating Preferred
               Stock and all such parity stock on which dividends are
               payable or in arrears in proportion to the total amounts
               to which the holders of all such shares are then
               entitled;

                         (iii) redeem or purchase or otherwise acquire
               for consideration shares of any stock ranking on a parity
               (either as to dividends or upon liquidation, dissolution
               or winding up) with the Series A Junior Participating
               Preferred Stock, provided that the Corporation may at any
               time redeem, purchase or otherwise acquire shares of any
               such parity stock in exchange for shares of any stock of
               the Corporation ranking junior (either as to dividends or
               upon dissolution, liquidation or winding up) to the
               Series A Junior Participating Preferred Stock;

                         (iv)  except as otherwise provided in Section
               8, purchase or otherwise acquire for consideration any
               shares of Series A Junior Participating Preferred Stock,
               or any shares of stock ranking on a parity with the
               Series A Junior Participating Preferred Stock, except in
               accordance with a purchase offer made in writing or by
               publication (as determined by the Board of Directors) to
               all holders of such shares upon such terms as the Board
               of Directors, after consideration of the respective
               annual dividend rates and other relative rights and
               preferences of the respective series and classes, shall
               determine in good faith will result in fair and equitable
               treatment among the respective series or classes.

                         (B)  The Corporation shall not permit any
               subsidiary of the Corporation to purchase or otherwise
               acquire for consideration any shares of stock of the
               Corporation unless the Corporation could, under paragraph
               (A) of this Section 4, purchase or otherwise acquire such
               shares at such time and in such manner.

                         Section 5.  Reacquired Shares.  Any shares of
               Series A Junior Participating Preferred Stock purchased
               or otherwise acquired by the Corporation in any manner
               whatsoever shall be retired and cancelled promptly after
               the acquisition thereof.  All such shares shall upon
               their cancellation become authorized but unissued shares
               of Preferred Stock and may be reissued as part of a new
               series of Preferred Stock to be created by resolution or
               resolutions of the Board of Directors, subject to the
               conditions and restrictions on issuance set forth herein.

                         Section 6.  Liquidation, Dissolution or Winding
               Up.  (A)  Upon any liquidation (voluntary or otherwise),
               dissolution or winding up of the Corporation, no
               distribution shall be made to the holders of shares of
               stock ranking junior (either as to dividends or upon
               liquidation, dissolution or winding up) to the Series A
               Junior Participating Preferred Stock unless, prior
               thereto, the holders of shares of Series A Junior
               Participating Preferred Stock shall have received $500
               per share, plus an amount equal to accrued and unpaid
               dividends and distributions thereon, whether or not
               declared, to the date of such payment (the "Series A
               Liquidation Preference").  Following the payment of the
               full amount of the Series A Liquidation Preference, no
               additional distributions shall be made to the holders of
               shares of Series A Junior Participating Preferred Stock
               unless, prior thereto, the holders of shares of Common
               Stock shall have received an amount per share (the
               "Common Adjustment") equal to the quotient obtained by
               dividing (i) the Series A Liquidation Preference by (ii)
               100 (as appropriately adjusted as set forth in
               subparagraph C below to reflect such events as stock
               splits, stock dividends and recapitalizations with
               respect to the Common Stock) (such number in clause (ii)
               immediately above, the "Adjustment Number").  Following
               the payment of the full amount of the Series A
               Liquidation Preference and the Common Adjustment in
               respect of all outstanding shares of Series A Junior
               Participating Preferred Stock and Common Stock,
               respectively, holders of Series A Junior Participating
               Preferred Stock and holders of shares of Common Stock
               shall receive their ratable and proportionate share of
               the remaining assets to be distributed in the ratio of
               the Adjustment Number to one (1) with respect to such
               Preferred Stock and Common Stock, on a per share basis,
               respectively.

                         (B)  In the event, however, that there are not
               sufficient assets available to permit payment in full of
               the Series A Liquidation Preference and the liquidation
               preferences of all other series of preferred stock, if
               any, which rank on a parity with the Series A Junior
               Participating Preferred Stock, then such remaining assets
               shall be distributed ratably to the holders of such
               parity shares in proportion to their respective
               liquidation preferences.  In the event, however, that
               there are not sufficient assets available to permit
               payment in full of the Common Adjustment, then such
               remaining assets shall be distributed ratably to the
               holders of Common Stock.

                         (C) In the event the Corporation shall at any
               time after the Rights Declaration Date (i) declare any
               dividend on Common Stock payable in shares of Common
               Stock, (ii) subdivide the outstanding Common Stock, or
               (iii) combine the outstanding Common Stock into a smaller 
               number of shares, then in each such case the Adjustment
               Number in effect immediately prior to such event shall be
               adjusted by multiplying such Adjustment Number by a
               fraction the numerator of which is the number of shares
               of Common Stock outstanding immediately after such event,
               and the denominator of which is the number of shares of
               Common Stock that were outstanding immediately prior to
               such event.

                         Section 7.  Consolidation, Merger, etc.  In
               case the Corporation shall enter into any consolidation,
               merger, combination or other transaction in which the
               shares of Common Stock are exchanged for or changed into
               other stock or securities, cash and/or any other
               property, then in any such case the shares of Series A
               Junior Participating Preferred Stock shall at the same
               time be similarly exchanged or changed in an amount per
               share subject to the provision for adjustment hereinafter
               set forth equal to 100 times the aggregate amount of
               stock, securities, cash and/or any other property
               (payable in kind), as the case may be, into which or for
               which each share of Common Stock is changed or exchanged. 
               In the event the Corporation shall at any time after the
               Rights Declaration Date (i) declare any dividend on
               Common Stock payable in shares of Common Stock, (ii)
               subdivide the outstanding Common Stock, or (iii) combine
               the outstanding Common Stock into a smaller number of
               shares, then in each such case the amount set forth in
               the preceding sentence with respect to the exchange or
               change of shares of Series A Junior Participating
               Preferred Stock shall be adjusted by multiplying such
               amount by a fraction the numerator of which is the number
               of shares of Common Stock outstanding immediately after
               such event and the denominator of which is the number of
               shares of Common Stock that were outstanding immediately
               prior to such event.

                         Section 8.  Redemption.  The outstanding shares
               of Series A Junior Participating Preferred Stock may be
               redeemed at the option of the Board of Directors as a
               whole, but not in part, at any time, or from time to
               time, at a cash price per share equal to 105 percent of
               (i) the product of the Adjustment Number times the
               Average Market Value (as such term is hereinafter
               defined) of the Common Stock, plus (ii) all dividends
               which on the redemption date have accrued on the shares
               to be redeemed and have not been paid, or declared and a
               sum sufficient for the payment thereof set apart, without
               interest.  The "Average Market Value" is the average of
               the closing sale prices of the Common Stock during the
               30-day period immediately preceding the date before the
               redemption date on the Composite Tape for New York Stock
               Exchange Listed Stocks, or, if such stock is not quoted
               on the Composite Tape, on the New York Stock Exchange,
               or, if such stock is not listed on such Exchange, on the
               principal United States securities exchange registered
               under the Securities Exchange Act of 1934, as amended, on
               which such stock is listed, or, if such stock is not
               listed on any such exchange, the average of the closing
               sale prices with respect to a share of Common Stock
               during such 30-day period, as quoted on the National
               Association of Securities Dealers, Inc. Automated
               Quotations System or any system then in use, or if no
               such quotations are available, the fair market value of
               the Common Stock as determined by the Board of Directors
               in good faith.

                         Section 9.  Ranking.  The Series A Junior
               Participating Preferred Stock shall rank junior to all
               other series of Preferred Stock as to the payment of
               dividends and the distribution of assets, unless the
               terms of any such series shall provide otherwise.

                         Section 10.  Amendment.  The Certificate of
               Incorporation shall not be further amended in any manner
               which would materially alter or change the powers,
               preferences or special rights of the Series A Junior
               Participating Stock so as to affect them adversely
               without the affirmative vote of the holders of two-thirds
               or more of the outstanding shares of Series A Junior
               Participating Preferred Stock, voting separately as a
               class.

                         Section 11.  Fractional Shares.  Series a
               Junior Participating Preferred Stock may be issued in
               fractions of a share which shall entitle the holder, in
               proportion to such holder's fractional shares, to
               exercise voting rights, receive dividends, participate in
               distributions and to have the benefit of all other rights
               of holders of Series A Junior Participating Preferred
               Stock.


                         IN WITNESS WHEREOF, we have executed and
               subscribed this Certificate and do affirm the foregoing
               as true under the penalties of perjury this 24th day of

               June, 1986.

                                         /s/ James F. Montgomery        
                                         James F. Montgomery
                                         Chairman and Chief
                                           Executive

               Attest:

               /s/ J. Lance Erikson    
               J. Lance Erikson
               Senior Vice President
                 and Corporate Secretary


                                                               Exhibit B

                              [Form of Rights Certificate]

               Certificate No. R-                    ____________ Rights

               NOT EXERCISABLE AFTER JULY 14, 2006 OR EARLIER IF
               REDEEMED BY THE COMPANY.  THE RIGHTS ARE SUBJECT TO
               REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER
               RIGHT ON THE TERMS SET FORTH ON THE RIGHTS AGREEMENT. 
               UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY
               AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE
               RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH
               RIGHTS MAY BECOME NULL AND VOID.  [THE RIGHTS REPRESENTED
               BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED
               BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
               AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
               TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY,
               THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
               MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED
               IN SECTION 7(e) OF SUCH AGREEMENT] *

                                   Rights Certificate

                          GREAT WESTERN FINANCIAL CORPORATION

                         This certifies that                  , or
               registered assigns, is the registered owner of the number
               of Rights set forth above, each of which entitles the
               owner thereof, subject to the terms, provisions and
               conditions of the Rights Agreement, dated as of June 27,
               1995 (the "Rights Agreement"), Great Western Financial
               Corporation, a Delaware corporation (the "Company"), and
               First Chicago Trust Company of New York, a New York
               banking corporation (the "Rights Agent"), to purchase
               from the Company at any time prior to 5:00 PM (New York
               City time) on July 14, 2006 at the office or offices of
               the Rights Agent designated for such purpose, or its
               successors as Rights Agent, one one-hundredth of a fully

               ________________________  
               *         The portion of the legend in brackets shall be
                         inserted only if applicable and shall replace
                         the preceding sentence.


               paid, non-assessable share of Series A Junior
               Participating Preferred Stock (the "Preferred Stock") of
               the Company, at a purchase price of $80 per one one-
               hundredth of a share (the "Purchase Price"), upon
               presentation and surrender of this Rights Certificate
               with the Form of Election to Purchase and related
               Certificate duly executed.  The Purchase Price shall be
               paid, at the election of the holder, in cash or by
               certified check, bank check, money order or bank draft
               payable to the order of the Company.  The number of
               Rights evidenced by this Rights Certificate (and the
               number of shares which may be purchased upon exercise
               thereof) set forth above, and the Purchase Price set
               forth above, are the number and Purchase Price as of June
               27, 1995, based on the Preferred Stock as constituted at
               such date.

                         Upon the occurrence of a Section 11(a)(ii)
               Event (as such term is defined in the Rights Agreement),
               if the Rights evidenced by this Rights Certificate are
               beneficially owned by (i) an Acquiring Person or an
               Affiliate or Associate of an Acquiring Person (as such
               terms are defined in the Rights Agreement), (ii) a
               transferee of such Acquiring Person, Associate or
               Affiliate, or (iii) under certain circumstances specified
               in the Rights Agreement, a transferee of a person who,
               after such transfer, became such Acquiring Person, or an
               Affiliate or Associate of such Acquiring Person, such
               Rights shall become null and void and no holder hereof
               shall have any right with respect to such Rights from and
               after the occurrence of such Section 11(a)(ii) Event.

                         As provided in the Rights Agreement, the
               Purchase Price and the number and kind of shares of
               Preferred Stock or other securities, which may be
               purchased upon the exercise of the Rights evidenced by
               this Rights Certificate are subject to modification and
               adjustment upon the happening of certain events,
               including Triggering Events.

                         This Rights Certificate is subject to all of
               the terms, provisions and conditions of the Rights
               Agreement, which terms, provisions and conditions are
               hereby incorporated herein by reference and made a part
               hereof and to which Rights Agreement reference is hereby
               made for a full description of the rights, limitations of
               rights, obligations duties and immunities hereunder of
               the Rights Agent, the Company and the holders of the
               Rights Certificate, which limitations of rights include
               the temporary suspension of the exercisability of such
               Rights under the specific circumstances set forth in the
               Rights Agreement.  Copies of the Rights Agreement are on
               file at the offices of the Company and are also available
               upon written request to the Company.

                         This Rights Certificate, with or without other
               Rights Certificates, upon surrender at the principal
               office or offices of the Rights Agent designated for such
               purpose, may be exchanged for another Rights Certificate
               or Rights Certificates of like tenor and date evidencing
               Rights entitling the holder to purchase a like aggregate
               number of one one-hundredths of a share of Preferred
               Stock as the Rights evidenced by the Rights Certificate
               or Rights Certificates surrendered shall have entitled
               such holder to purchase.  If this Rights Certificate
               shall be exercised in part, the holder shall be entitled
               to receive upon surrender hereof another Rights
               Certificate or Rights Certificates for the number of
               whole Rights not exercised.

                         Subject to the provisions of the Rights
               Agreement, the Rights evidenced by this Certificate may
               be redeemed by the Company at its option at a redemption
               price of $.01 per Right at any time prior to the earlier
               of the close of business on (i) the tenth business day
               following the Stock Acquisition Date (as such time period
               may be extended pursuant to the Rights Agreement), and
               (ii) the Final Expiration Date.  After the expiration of
               the redemption period, the Company's right of redemption
               may be reinstated if an Acquiring Person reduces its
               beneficial ownership to less than 15% of the outstanding
               shares of Common Stock in a transaction or series of
               transactions not involving the Company, and such
               reinstatement is approved by the Company's Board of
               Directors (with the concurrence of a majority of the
               Continuing Directors, as such term is defined in the
               Rights Agreement).

                         No fractional shares of Preferred Stock will be
               issued upon the exercise of any Right or Rights evidenced
               hereby (other than fractions which are integral multiples
               of one one-hundredth of a share of Preferred Stock, which
               may, at the election of the Company, be evidenced by
               depositary receipts), but in lieu thereof a cash payment
               will be made, as provided in the Rights Agreement.

                         No holder of this Rights Certificate shall be
               entitled to vote or receive dividends or be deemed for
               any purpose the holder of shares of Preferred Stock or of
               any other securities of the Company which may at any time
               be issuable on the exercise hereof, nor shall anything
               contained in the Rights Agreement or herein be construed
               to confer upon the holder hereof, as such, any of the
               rights of a stockholder of the Company or any right to
               vote for the election of directors or upon any matter
               submitted to stockholders at any meeting thereof, or to
               give or withhold consent to any corporate action, or, to
               receive notice of meetings or other actions affecting
               stockholders (except as provided in the Rights
               Agreement), or to receive dividends or subscription
               rights, or otherwise until the Right or Rights evidenced
               by this Rights Certificate shall have been exercised as
               provided in the Rights Agreement.

                         This Rights Certificate shall not be valid or
               obligatory for any purpose until it shall have been
               countersigned by the Rights Agent.


                         WITNESS the facsimile signature of the proper
               officers of the Company and its corporate seal.

               Dated as of _______ ___, 19___

               ATTEST:                       GREAT WESTERN FINANCIAL
                                               CORPORATION

                                             By                         
               Secretary                        Title:

               Countersigned:

                                        

               By                            
                  Authorized Signature

                      [Form of Reverse Side of Rights Certificate]


                                   FORM OF ASSIGNMENT

                    (To be executed by the registered holder if such
                  holder desires to transfer the Rights Certificate.)

               FOR VALUE RECEIVED                                       

               hereby sells, assigns and transfers unto                 

                                                                        
                     (Please print name and address of transferee)

                                                                        

               this Rights Certificate, together with all right, title
               and interest therein, and does hereby irrevocably
               constitute and appoint ________________________ Attorney,
               to transfer the within Rights Certificate on the books of
               the within-named Company, with full power of
               substitution.

               Dated:                        , 19   

                                                                        
                                             Signature

               Signature Guaranteed:


                                      Certificate

                              The undersigned hereby certifies by
               checking the appropriate boxes that:

                              (1)  this Rights Certificate [  ] is [  ]
               is not being sold, assigned and transferred by or on
               behalf of a Person who is or was an Acquiring Person or
               an Affiliate or Associate of any such Acquiring Person
               (as such terms are defined in the Rights Agreement);

                              (2)            after due inquiry and to
               the best knowledge of the undersigned, it [   ] did [  ]
               did not acquire the Rights evidenced by this Rights
               Certificate from any Person who is, was or subsequently
               became an Acquiring Person or an Affiliate or Associate
               of an Acquiring Person.

               Dated:                        , 19                       
                                             Signature

               Signature Guaranteed:

                                         NOTICE

                              The signature to the foregoing Assignment
               and Certificate must correspond to the name as written
               upon the face of this Rights Certificate in every
               particular, without alteration or enlargement or any
               change whatsoever.


                              FORM OF ELECTION TO PURCHASE

                           (To be executed if holder desires
                           to exercise Rights represented by
                                 the Rights Certificate.)

               To:       GREAT WESTERN FINANCIAL CORPORATION:

                              The undersigned hereby irrevocably elects
               to exercise __________ Rights represented by this Rights
               Certificate to purchase the shares of Preferred Stock
               issuable upon the exercise of the Rights (or such other
               securities of the Company or of any other person which
               may be issuable upon the exercise of the Rights) and
               requests that certificates for such shares be issued in
               the name of and delivered to:

               Please insert social security
               or other identifying number

                                                                        
                            (Please print name and address)

                                                                        


                              If such number of Rights shall not be all
               the Rights evidenced by this Rights Certificate, a new
               Rights Certificate for the balance of such Rights shall
               be registered in the name of and delivered to:

               Please insert social security
               or other identifying number

                                                                        
                            (Please print name and address)

                                                                        

                                                                        

               Dated:                        , 19  

                                                                        
                                             Signature

               Signature Guaranteed:


                                      Certificate

                              The undersigned hereby certifies by
               checking the appropriate boxes that:

                              (1)            the Rights evidenced by
               this Rights Certificate [  ] are [  ] are not being
               exercised by or on behalf of a Person who is or was an
               Acquiring Person or an Affiliate or Associate or any such
               Acquiring Person (as such terms are defined in the Rights
               Agreement);

                              (2)            after due inquiry and to
               the best knowledge of the undersigned, it [  ] did [  ]
               did not acquire the Rights evidenced by this Rights
               Certificate from any Person who is, was or became an
               Acquiring Person or an Affiliate or Associate of an
               Acquiring Person.

               Date:          , 19                                      
                                             Signature

               Signature Guaranteed:


                                         NOTICE

                              The signature to the foregoing Election to
               Purchase and Certificate must correspond to the name as
               written upon the face of this Rights Certificate in every
               particular, without alteration or enlargement or any
               change whatsoever.
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SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20579

                                 FORM 8-K
                              CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                             June 27, 1995                        
              Date of Report (Date of earliest event reported)

                   GREAT WESTERN FINANCIAL CORPORATION                
     (Exact name of registrant as specified in its charter)

        Delaware                1-4075                  95-1913457
     (State or other          (Commission             (IRS Employer
     jurisdiction of          File Number)            Identification No.)
     incorporation)

     9200 Oakdale Avenue, Chatsworth, California            91311-6519
     (Address of principal executive offices)               (Zip Code)

                               (818) 775-3411                         
             Registrant's telephone number, including area code

                                 Not Applicable                       
     (Former name or former address, if changed since last report)

     ITEM 5.   OTHER EVENTS.

          On June 27, 1995, the Board of Directors (the "Board") of
     Great Western Financial Corporation (the "Company") approved a
     number of amendments (the "Amendments") to the Rights Agreement,
     dated as of June 24, 1986, between the Company and First Chicago
     Trust Company of New York, as Rights Agent, as amended by that
     certain First Amendment, dated February 19, 1988 (such Rights
     Agreement, as so amended on each of February 19, 1988 and June
     27, 1995, the "Rights Agreement").  The Amendments (i) reduce to
     15% the percentage ownership thresholds at which the rights (the
     "Existing Rights") issued pursuant to the Rights Agreement will
     (x) separate from the certificates representing shares of the
     common stock, par value $1.00 per share (the "Common Stock"), of
     the Company and (y) become exercisable for shares of Common Stock
     (or, in certain circumstances, other consideration) having a
     value equal to two times the exercise price of the Existing
     Rights and (ii) provide for additional circumstances in which an
     action which must be taken by the Board pursuant to the Rights
     Agreement will require the concurrence of a majority of the
     Company's Continuing Directors (as defined in the Rights
     Agreement) (including Board action to (w) defer the date on which
     separate rights certificates are distributed to stockholders
     following a tender or exchange offer, (x) declare that the
     Existing Rights held by certain transferees of an Acquiring
     Person (as defined below) will become null and void, and (z)
     amend the Agreement).  In addition, the Amendments, among other
     things, (i) permit the Board of the Company to defer the date on
     which separate rights certificates are distributed to
     stockholders following certain tender or exchange offers, (ii)
     permit the Board to redeem the Existing Rights following the
     occurrence of a Flip-in Event (as defined below) by exchanging
     the Existing Rights for shares of Common Stock at a ratio of one
     to one and (iii) make certain other technical changes designed to
     enhance the effectiveness of the Rights Agreement under various
     circumstances.

          On June 27, 1995, the Board also declared a dividend
     distribution of one Right (each a "New Right") for each
     outstanding share of the Common Stock to stockholders of record
     at the close of business on the earlier of the date on which the
     Rights Agreement expires or the date on which the Existing Rights
     are redeemed in accordance with the provisions of the Rights
     Agreement (such date being referred to as the "Record Date").
     Each New Right entitles the registered holder to purchase from
     the Company a unit consisting of one one-hundredth of a share (a
     "Unit") of Series A Junior Participating Preferred Stock, par
     value $1.00 per share (the "Preferred Stock"), at a Purchase
     Price of $80.00 per Unit, subject to adjustment.  The Purchase
     Price may be paid in cash or by certified check, bank check, bank
     draft or money order payable to the order of the Company.  The
     description and terms of the New Rights are set forth in a Rights
     Agreement, dated June 27, 1995 (the "New Rights Agreement"),
     between the Company and First Chicago Trust Company of New York,
     as Rights Agent.

          The terms of the New Rights Agreement are substantially
     similar to the terms of the Rights Agreement, as amended and
     restated.  The New Rights Agreement was adopted by the Board to
     replace the Rights Agreement upon the expiration or redemption of
     the Existing Rights, which will occur no later than July 14,
     1996.  In no event will both the Existing Rights and the New
     Rights be exercisable.

          Initially following the Record Date, the New Rights will be
     attached to all Common Stock certificates representing shares
     then outstanding, and no separate Rights Certificates will be
     distributed.  The New Rights will separate from the Common Stock
     and a "Distribution Date" will occur upon the earlier of (i) 10
     business days following a public announcement that a person or
     group of affiliated or associated persons (an "Acquiring Person")
     has acquired, or obtained the right to acquire, beneficial
     ownership of 15% or more of the outstanding shares of Common
     Stock (the "Stock Acquisition Date") or (ii) 10 business days (or
     such later date as the Board shall determine, provided, however,
     that under certain circumstances any lengthening of such date
     will require the concurrence of a majority of the Continuing
     Directors) after the date a tender or exchange offer that would
     result in a person or group beneficially owning 15% or more of
     the outstanding shares of Common Stock is first published, sent
     or given to the Company's stockholders.  Following the Record
     Date and until the Distribution Date, (i) the New Rights will be
     evidenced by the Common Stock certificates and will be
     transferred with and only with such Common Stock certificates,
     (ii) new Common Stock certificates issued after the Record Date
     will contain a notation incorporating the New Rights Agreement by
     reference and (iii) the surrender for transfer of any certificate
     for Common Stock outstanding will also constitute the transfer of
     the New Rights associated with the Common Stock represented by
     such certificate.

          The New Rights are not exercisable until the Distribution
     Date and will expire at the close of business on July 14, 2006,
     unless earlier redeemed by the Company as described below.

          As soon as practicable after the Distribution Date, Rights
     Certificates will be mailed to holders of record of the Common
     Stock as of the close of business on the Distribution Date and,
     thereafter, the separate Rights Certificates alone will represent
     the New Rights.  Except as otherwise determined by the Board of
     Directors, only shares of Common Stock issued prior to the
     Distribution Date will be issued with New Rights.

          In the event that a person or group becomes the beneficial
     owner of 15% or more of the then outstanding shares of Common
     Stock (except pursuant to an offer for all outstanding shares of
     Common Stock which the independent directors of the Company
     determine to be fair to and otherwise in the best interests of
     the Company and its stockholders (each such offer, a "Qualifying
     Offer")) (a "Flip-in Event"), each holder of a New Right will
     thereafter have the right to receive, upon exercise, Common Stock
     (or, in certain circumstances, cash, property or other securities
     of the Company) having a value (based on the average closing
     price of the Common Stock during the one-month period preceding
     the Flip-in Event) equal to two times the exercise price of the
     New Right.  Notwithstanding any of the foregoing, following the
     occurrence of any of the events set forth in this paragraph, all
     New Rights that are, or (under certain circumstances specified in
     the New Rights Agreement) were, beneficially owned by an
     Acquiring Person, any of its associates or affiliates, and
     certain of its transferees, will be null and void.  However, the
     New Rights are not exercisable following the first occurrence of
     a Flip-in Event until such time as the New Rights are no longer
     redeemable by the Company as described below.

          For example, following an event described in the preceding
     paragraph, at an exercise price of $80.00 per New Right, each New
     Right not voided as described above would entitle its holder to
     purchase $160.00 worth of Common Stock (or other consideration,
     as noted above) for $80.00.  Assuming that the Common Stock had a
     per share value of $20.00 at such time, the holder of each valid
     New Right would be entitled to purchase eight shares of Common
     Stock for $80.00.

          In the event that, at any time following the Stock
     Acquisition Date, (i) the Company is acquired in a merger or
     other business combination transaction in which the Company is
     not the surviving corporation, or (ii) 50% or more of the
     Company's assets or earning power is sold or transferred, each
     holder of a New Right (except New Rights which previously have
     been voided as described above) shall thereafter have the right
     to receive, upon exercise, common stock of the acquiring company
     having a value equal to two times the exercise price of the New
     Right, provided, however, that holders of New Rights will not be
     entitled to such right to receive acquiring company common stock
     in connection with any transaction described in this paragraph if
     such transaction is consummated with a person who acquired shares
     of Common Stock pursuant to a Qualifying Offer and the
     consideration offered in such transaction meets certain fair
     price criteria.

          The Purchase Price payable, and the number of Units of
     Preferred Stock or other securities or property issuable, upon
     exercise of the New Rights are subject to adjustment from time to
     time to prevent dilution (i) in the event of a stock dividend on,
     or a subdivision, combination or reclassification of, the
     Preferred Stock, (ii) if holders of the Preferred Stock are
     granted certain rights or warrants to subscribe for Preferred
     Stock or convertible securities at less than the current market
     price of the Preferred Stock or (iii) upon the distribution to
     holders of the Preferred Stock of evidences of indebtedness or
     assets (excluding regular quarterly cash dividends) or of
     subscription rights or warrants (other than those referred to
     above).

          With certain exceptions, no adjustment in the Purchase Price
     will be required until cumulative adjustments amount to at least
     1% of the Purchase Price.  No fractional Units will be issued
     and, in lieu thereof, an adjustment in cash will be made based on
     the market price of the Preferred Stock on the last trading date
     prior to the date of exercise.

          At any time until ten business days following the Stock
     Acquisition Date, the Company may redeem the New Rights in whole,
     but not in part, at a price of $.01 per New Right.  After the
     redemption period has expired, the Company's right of redemption
     may be reinstated if, among other things, an Acquiring Person
     reduces its beneficial ownership to less than 15% of the
     outstanding shares of Common Stock in a transaction or series of
     transactions not involving the Company.  Under certain
     circumstances, Board action to redeem the New Rights will require
     the concurrence of a majority of the Continuing Directors. 
     Immediately upon the action of the Board ordering redemption of
     the New Rights, the New Rights will terminate and the only right
     of the holders of New Rights will be to receive the $.01 per New
     Right redemption price.

          Until a New Right is exercised, the holder thereof, as such,
     will have no rights as a stockholder of the Company, including,
     without limitation, the right to vote or to receive dividends. 
     While the distribution of the New Rights will not be taxable to
     stockholders or to the Company, stockholders may, depending upon
     the circumstances, recognize taxable income in the event that 
     the New Rights become exercisable for Common Stock (or other
     consideration) of the Company or for common stock of an acquiring
     company as set forth above.

          Any of the provisions of the New Rights Agreement may be
     amended by the Board prior to the Distribution Date.  After the
     Distribution Date, the provisions of the New Rights Agreement may
     be amended by the Board in order to cure any ambiguity, to make
     changes which do not adversely affect the interests of holders of
     New Rights, or to shorten or lengthen any time period under the
     New Rights Agreement (including the time period governing
     redemption); provided, however, that no amendment to adjust the
     time period governing redemption may be made at such time as the
     New Rights are not redeemable.  Under certain circumstances, any
     amendment to the Rights Agreement will require the concurrence of
     a majority of the Continuing Directors.

          A copy of each of the Rights Agreement and the New Rights
     Agreement is attached hereto as Exhibit 99.1 and Exhibit 99.2,
     respectively and each is incorporated herein by reference.  This
     summary description of the Rights Agreement and the New Rights
     does not purport to be complete and is qualified in its entirety
     by reference to the Rights Agreement and the New Rights
     Agreement.

          On June 27, 1995, the Board of Directors of the Company also
     approved certain amendments to the By-laws of the Company which,
     among other things, (i) provide that the Board may determine to
     hold the annual meeting of the Company's shareholders on a date
     other than the fourth Tuesday in April, (ii) confirm that the
     Board has the power to postpone or cancel shareholder meetings,
     (iii) grant the presiding officer of a shareholders meeting the
     power to adjourn the meeting and (iv) alter slightly the time
     frames in which a shareholder who wishes to nominate candidates
     for election as directors or propose items of business must
     submit written notice to the Company.  

          A copy of the Amended and Restated By-laws of the Company is
     attached hereto as Exhibit 3(ii) and is incorporated herein by
     reference.  This summary description of the amendments to the By-
     laws does not purport to be complete and is qualified in its
     entirety by reference to such Amended and Restated By-laws.  

     ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
     AND EXHIBITS.

     3(ii)          Form of Amendment to the By-laws of Great
                    Western Financial Corporation, together with
                    the Amended and Restated By-laws of Great
                    Western Financial Corporation.

     99.1           Rights Agreement, dated as of June 24, 1986,
                    between Great Western Financial Corporation
                    and First Chicago Trust Company of New York,
                    as amended and restated on June 27, 1995.

     99.2           New Rights Agreement, dated as of June 27,
                    1995, between Great Western Financial
                    Corporation and First Chicago Trust Company
                    of New York. 

                                 SIGNATURE

               Pursuant to the requirements of the Securities Exchange
     Act of 1934, the registrant has duly caused this report to be
     signed on its behalf by the undersigned hereunto duly authorized.

                                   GREAT WESTERN FINANCIAL CORPORATION

                                   By:  /s/ J. Lance Erikson          
                                        J. Lance Erikson
                                        Executive Vice President,
                                        Secretary and General Counsel

     Date:     June 30, 1995

                               Exhibit Index

     Exhibit

     3(ii)          Form of Amendment to the By-laws of Great
                    Western Financial Corporation, together with
                    the Amended and Restated By-laws of Great
                    Western Financial Corporation.

     99.1           Rights Agreement, dated as of June 24, 1986,
                    between Great Western Financial Corporation
                    and First Chicago Trust Company of New York,
                    as amended and restated on June 27, 1995.

     99.2           New Rights Agreement, dated as of June 27,
                    1995, between Great Western Financial
                    Corporation and First Chicago Trust Company
                    of
                    New York.

                                                         EXHIBIT 3(ii)

                  BY-LAW AMENDMENTS ADOPTED JUNE 27, 1995

          1.   Section 2 of the By-laws shall be amended to read in
     its entirety as follows:

               SECTION 2.  The annual meeting of the stockholders of
               the Corporation shall be held on the fourth Tuesday in
               April in each year (if that day shall be a legal
               holiday then on the next business day) or on such
               earlier or later date as the Board of Directors (herein
               called the Board) may designate, at such time and
               place, within or without the State of Delaware, as may
               be specified in the notice thereof, as shall be fixed
               by the Board, for the purpose of electing directors and
               for the transaction of only such other business as is
               properly brought before such meeting in accordance with
               these by-laws.  If any annual meeting shall not be held
               on the day designated or the directors shall not have
               been elected thereat or at any adjournment thereof,
               thereafter the Board shall cause a special meeting of
               the stockholders to be held as soon as practicable for
               the election of directors.  At such special meeting the
               stockholders may elect directors and transact other
               business with the same force and effect as at an annual
               meeting of the stockholders duly called and held.

          2.   Section 4 of the By-laws shall be amended by replacing
     the third sentence of the first paragraph thereof with the
     following sentence:

               In order to be timely, a stockholder's notice must be
               delivered to or mailed and received at the principal
               executive offices of the Corporation, not less than 60
               days nor more than 90 days prior to the anniversary
               date of the immediately preceding annual meeting of
               stockholders; provided, however, that in the event that
               the annual meeting is called for a date that is not
               within the 30 days before or after such anniversary
               date, notice by the stockholder in order to be timely
               must be so received not later than the close of
               business on the 15th day following the day on which
               such notice of the date of the annual meeting was
               mailed or such public disclosure of the date of the
               meeting was made, whichever first occurs.

          3.   Section 5 of the By-laws shall be amended by adding the
     following sentence to the end of such section:

               Any previously scheduled meeting of the stockholders
               may be postponed, and (unless the Certificate of
               Incorporation otherwise provides) any special meeting
               of the stockholders may be cancelled, by resolution of
               the Board upon public notice given prior to the date
               previously scheduled for such meeting of stockholders.

          4.   Section 6 of the By-laws shall be amended by adding the
     phrase "in every case, the presiding officer at the meeting, or
     the shareholders present, although" prior to the phrase "less
     than a quorum."

          5.   Section 12 of the By-laws shall be amended by replacing
     the second sentence of the third paragraph thereof with the
     following sentence:

               In order to be timely, a stockholder's notice must be
               delivered to or mailed and received at the principal
               executive offices of the Corporation, not less than 60
               days nor more than 90 days prior to the anniversary
               date of the immediately preceding annual meeting of
               stockholders; provided, however, that in the event that
               the annual meeting is called for a date that is not
               within the 30 days before or after such anniversary
               date, notice by the stockholder in order to be timely
               must be so received not later than the close of
               business on the 15th day following the day on which
               such notice of the date of the annual meeting was
               mailed or such public disclosure of the date of the
               meeting was made, whichever first occurs.

                                  BY-LAWS

                                     of

                    GREAT WESTERN FINANCIAL CORPORATION

               (Formerly Known as Great Western Corporation)

                        (As Amended Through 6/27/95)

                         SECTION 1.     In addition to its principal
                    office in the State of Delaware, the Corporation
                    may also have offices at such other places within
                    or without the State of Delaware as the Board of
                    Directors shall from time to time determine.

     Amended             SECTION 2.     The annual meeting of the
     9/26/89        stockholders of the Corporation shall be held on
     and            the fourth Tuesday in April in each year (if that
     6/27/95        day shall be a legal holiday then on the next
                    business day) or on such earlier or later date as
                    the Board of Directors (herein called the Board)
                    may designate, at such time and place, within or
                    without the State of Delaware, as may be specified
                    in the notice thereof, as shall be fixed by the
                    Board, for the purpose of electing directors and
                    for the transaction of only such other business as
                    is properly brought before such meeting in
                    accordance with these by-laws.  If any annual
                    meeting shall not be held on the day designated or
                    the directors shall not have been elected thereat
                    or at any adjournment thereof, thereafter the
                    Board shall cause a special meeting of the
                    stockholders to be held as soon as practicable for
                    the election of directors.  At such special
                    meeting the stockholders may elect directors and
                    transact other business with the same force and
                    effect as at an annual meeting of the stockholders
                    duly called and held.

     Amended             SECTION 3.     Special meetings of the
     9/26/89        stockholders of the Corporation may be held,
                    within or without the State of Delaware, upon
                    notice given by or at the direction of the Board
                    of Directors. Such notice shall state the time,
                    place and purposes of meeting.

     Amended             SECTION 4.     In order to be properly
     9/26/89        brought before any meeting of the stockholders
     and            held and pursuant to Section 2, business
     6/27/95        (including the election of directors) must be (a)
                    specified in the notice of meeting (or any
                    supplement thereto) given by or at the
                    direction of the board, (b) otherwise
                    properly brought before the meeting by or at
                    the direction of the Board, or (c) otherwise
                    properly brought before the meeting by a
                    stockholder.  In addition to any other
                    applicable requirements, in order for any
                    such business to be properly brought before
                    the meeting by a stockholder, the stockholder
                    must have given timely notice thereof in
                    writing to the Secretary of the Corporation. 
                    In order to be timely, a stockholder's notice
                    must be delivered to or mailed and received
                    at the principal executive offices of the
                    Corporation, not less than 60 days nor more
                    than 90 days prior to the anniversary date of
                    the immediately preceding annual meeting of
                    stockholders; provided, however, that in the
                    event that the annual meeting is called for a
                    date that is not within the 30 days before or
                    after such anniversary date, notice by the
                    stockholder in order to be timely must be so
                    received not later than the close of business
                    on the 15th day following the day on which
                    such notice of the date of the annual meeting
                    was mailed or such public disclosure of the
                    date of the meeting was made, whichever first
                    occurs.  A stockholder's notice to the
                    Secretary shall set forth as to each matter
                    the stockholder proposes to bring before the
                    meeting (i) a brief description of the
                    business desired to be brought before the
                    annual meeting and the reasons for conducting
                    such business at the meeting, (ii) the name
                    and record address of the stockholder
                    proposing such business, (iii) the class and
                    number of shares of the Corporation which are
                    beneficially owned by the stockholder, and
                    (iv) any material interest of the stockholder
                    in such business.

     Amended             SECTION 5.  Notice of the time and place of
     6/27/95        every meeting of a stockholders and of the
                    business to be acted on at such meeting shall be
                    mailed by the Secretary or the officer performing
                    his duties, at least ten days before the meeting,
                    to each stockholder of record having voting power
                    and entitled to such notice at his last known post
                    office address; provided, however, that if a
                    stockholder be present at a meeting, or in writing
                    waive notice thereof before or after the meeting,
                    notice of the meeting to such stockholder shall be
                    unnecessary.  Any previously scheduled meeting of
                    the stockholders may be postponed, and (unless the
                    Certificate of Incorporation otherwise provides)
                    any special meeting of the stockholders may be
                    cancelled, by resolution of the Board upon public
                    notice given prior to the date previously
                    scheduled for such meeting of stockholders.

     Amended             SECTION 6.     The holders of a majority of
     6/24/86,       the stock of the Corporation having voting power
     3/08/94        present in person or by proxy shall constitute a
     and            quorum, but in every case, the presiding officer
     6/27/95        at the meeting or the shareholders present,
                    although less than a quorum, shall have power to
                    adjourn any meeting from time to time without
                    notice.  The holders of a majority of the stock
                    present and entitled to vote at a duly qualified
                    meeting of stockholders shall have power to act;
                    unless the matter is one as to which a different
                    vote is specified by applicable law or regulation
                    (other than Section 216 of the Delaware General
                    Corporation Law), in which case the different vote
                    so specified by such law or regulation shall
                    apply.  The foregoing provisions of this Section 6
                    each shall be subject the voting rights of holders
                    of any Preferred Stock the Corporation and any
                    quorum requirements related thereto.

                         SECTION 7.     At every meeting of
                    stockholders each stockholder entitled to vote
                    thereat shall be entitled to one vote for each
                    share of stock held by him and may vote and
                    otherwise act in person or by proxy; but no proxy
                    shall be voted upon more than one year after its
                    date unless such proxy provides for a longer
                    period.

     Amended             SECTION 8.     At least ten days before each
     3/21/67        election of directors a complete list of the
                    stockholders entitled to vote at such election,
                    arranged in alphabetical order and showing the
                    address and the number of shares registered in the
                    name of each stockholder, shall be made and filed
                    either at a place within the city where the
                    election is to be held and which place shall be
                    specified in the notice of the meeting at which
                    such election is to take place, or if not so
                    specified, at the place where such meeting is to
                    be held.  Such list shall be open to the
                    examination of any stockholder during ordinary
                    business hours for a period of at least ten days
                    prior to such election at the place so filed. 
                    Such list shall be produced and kept at the time
                    and place of such election and be subject to
                    inspection by any stockholder.

     Amended             SECTION 9.     Certificates of stock shall be
     4/20/71        of such form and device as the Board of Directors
     and            may elect and shall be signed by the Chairman of 
     5/28/91        the Board, the President or a Vice President and
                    the Treasurer or an Assistant Treasurer or the
                    Secretary or an Assistant Secretary, but in case
                    any such Certificate is countersigned by a
                    transfer agent, other than the Corporation or its
                    employee, or by a registrar, other than the
                    Corporation or its employee, any other signature
                    on such certificate may be a facsimile, engraved,
                    stamped or printed.

                         SECTION 10.    The stock of the Corporation
                    shall be transferable or assignable only on the
                    books of the Corporation by the holders in person,
                    or by attorney, on the surrender of the
                    certificates therefor.  The Board of Directors may
                    appoint one or more transfer agents and registrar
                    of the stock.

     Amended             SECTION 11.    The Board of Directors shall
     11/19/68       have the power to close the stock transfer books
                    of the Corporation for a period not exceeding
                    sixty (60) days preceding the date of any meeting
                    of stockholders, or the date for payment of any
                    dividend, or the date for the allotment of rights,
                    or the date when any change or conversion or
                    exchange of capital stock shall go into effect. 
                    In lieu of closing the stock transfer books as
                    aforesaid, the Board of Directors is hereby
                    authorized to fix in advance, a date, not
                    exceeding sixty (60) days preceding the date of
                    any meeting of stockholders or the date for the
                    payment of any dividend or the date for the
                    allotment of rights, or the date when any change
                    or conversion or exchange of capital stock shall
                    go into effect, as a record date for the
                    determination of the stockholders entitled to
                    notice of and to vote at, any such meeting, or
                    entitled to receive payment of any such dividends,
                    or to any such allotment of rights, or to exercise
                    the rights in respect of any such change,
                    conversion or exchange of capital stock, and in
                    such case such stockholders and only such
                    stockholders as shall be stockholders of record on
                    the date so fixed shall be entitled to such notice
                    of, and to vote at, such meeting or to receive
                    payment of such dividend, or to receive such
                    allotment of rights, or to exercise such rights,
                    as the case may be, notwithstanding any transfer
                    of any stock on the books of the Corporation.

     Amended             SECTION 12.    The affairs of the Corporation
     9/26/89,       shall be managed by a Board consisting of such
     5/28/91,       number of directors as shall be determined from
     3/23/93        time to time by resolution of a majority of the
     and            number of directors constituting the entire Board
     6/27/95        of Directors at such time, and in the absence of
                    such determination, the number of directors shall
                    be twelve.  The directors shall be divided into
                    three classes as nearly equal in number as
                    possible and the members of each class shall be
                    elected for a term of three years by the
                    stockholders entitled to vote at such election,
                    and each director so elected shall hold office
                    until his or her successor is duly elected and
                    qualified, or until his or her death, or until he
                    or she shall resign or be removed from office. 
                    Any director or the entire Board of Directors may
                    be removed, but only for cause, and the vacancies
                    may be filled in accordance with Article NINTH of
                    the Corporation's Certificate of Incorporation. 

                         Only persons who are nominated in accordance
                    with the following procedures shall be eligible
                    for election as directors at any meeting of
                    stockholders.  Nominations of persons for election
                    to the Board of Directors of the Corporation at
                    the annual meeting or any meeting called for the
                    purpose of electing directors may be made at a
                    meeting of stockholders by or at the direction of
                    the Board of Directors by any nominating committee
                    or person appointed by the Board or by any
                    stockholder of the Corporation entitled to vote
                    for the election of directors at the meeting who
                    complies with the notice procedures set forth in
                    this Section 12.
          
                         In addition to any other applicable
                    requirements, such nominations, other than those
                    made by or at the direction of the Board of
                    Directors, shall be made pursuant to timely notice
                    in writing to the Secretary of the Corporation. 
                    In order to be timely, a stockholder's notice must
                    be delivered to or mailed and received at the
                    principal executive offices of the Corporation,
                    not less than 60 days nor more than 90 days prior
                    to the anniversary date of the immediately
                    preceding annual meeting of stockholders;
                    provided, however, that in the event that the
                    annual meeting is called for a date that is not
                    within the 30 days before or after such
                    anniversary date, notice by the stockholder in
                    order to be timely must be so received not later
                    than the close of business on the 15th day
                    following the day on which such notice of the date
                    of the annual meeting was mailed or such public
                    disclosure of the date of the meeting was made,
                    whichever first occurs.  Such stockholder's notice
                    to the Secretary shall contain (a) as to each
                    person whom the stockholder proposes to nominate
                    for election or reelection as a director, (i) that
                    person's consent to such nomination, (ii) the
                    name, age, business address and residence address
                    of the person, (iii) the principal occupation or
                    employment of the person, and (iv) the class and
                    number of shares of capital stock of the
                    Corporation which are beneficially owned by the
                    person and (b) as to the stockholder giving the
                    notice (i) the name and record address of the
                    stockholder and (ii) the class and number of
                    shares of capital stock of the Corporation which
                    are beneficially owned by the stockholder.  The
                    Corporation may require any proposed nominee to
                    furnish such other information as may reasonably
                    be required by the Corporation to determine the
                    eligibility of such proposed nominee to serve as
                    director of the Corporation.  No person shall be
                    eligible for election as a director of the
                    Corporation unless nominated in accordance with
                    the procedures set forth herein.
          
                         The Chairman of the meeting shall, if the
                    facts warrant, determine and declare to the
                    meeting that the nomination was not made in
                    accordance with the foregoing procedure, and if he
                    should so determine, shall so declare to the
                    meeting and the defective nomination shall be
                    disregarded.

     Amended             SECTION 13.    Meetings of the Board of
     8/16/66        Directors shall be held at the times fixed by
                    resolutions of the Board or upon call of the
                    Chairman of the Board or of the President or any
                    five directors and may be held outside the State
                    of Delaware.  The Secretary or officer performing
                    his duties shall give reasonable notice (which
                    shall not in any event be less than five (5) days)
                    of all meetings of directors, provided that a
                    meeting may be held without notice immediately
                    after the annual election, and notice need not be
                    given of regular meetings held at times fixed by
                    resolution of the Board.  Meetings may be held at
                    any time without notice if all the directors are
                    present or if those not present waive notice
                    either before or after the meeting.  Notice by
                    mail or telegraph to the usual business or
                    residence address of the directors not less than
                    the time above specified before the meeting shall
                    be sufficient.  One-half of the total number of
                    directors, but not less than five shall constitute
                    a quorum for the transaction of business and the
                    act of a majority of the directors present at any
                    meeting at which a quorum is present shall be the
                    act of the Board of Directors.  Less than such a
                    quorum shall have power to adjourn any meeting
                    from time to time without notice.

     Amended             SECTION 14.    (a) Any person who was or is a
     7/22/86        party or is threatened to be made a party to any
                    threatened, pending or completed action, suit or
                    proceeding, whether civil, criminal,
                    administrative or investigative (other than an
                    action by or in the right of this Corporation) by
                    reason of the fact that he is or was or has agreed
                    to become a director, officer, employee or agent
                    of this Corporation, or is or was serving or has
                    agreed to serve at the request of this Corporation
                    as a director, officer, employee or agent of
                    another corporation, partnership, joint venture,
                    trust or other enterprise, or by reason of any
                    action alleged to have been taken or omitted in
                    such capacity, shall be indemnified by this
                    Corporation against costs, charges, expenses
                    (including attorneys' fees), judgments, fines and
                    amounts paid in settlement actually and reasonably
                    incurred by him in connection with such action,
                    suit or proceeding and any appeal therefrom, if he
                    acted in good faith and in a manner he reasonably
                    believed to be in or not opposed to the best
                    interests of this Corporation, and, with respect
                    to any criminal action or proceeding, had no
                    reasonable cause to believe his conduct was
                    unlawful.  The termination of any action, suit or
                    proceeding by judgement, order, settlement,
                    conviction, or upon a plea of nolo contendere or
                    its equivalent, shall not, of itself, create a
                    presumption that the person did not act in good
                    faith and in a manner which he reasonably believed
                    to be in or not opposed to the best interests of
                    this Corporation, and, with respect to any
                    criminal action or proceeding, had reasonable
                    cause to believe that his conduct was unlawful.

                    (b) Any person who was or is a party or is
                    threatened to be made a party to any threatened,
                    pending or completed action, suit, proceeding or
                    investigation by or in the right of this
                    Corporation to procure a judgement in its favor by
                    reason of the fact that he is or was or has agreed
                    to become a director, officer, employee or agent
                    of this Corporation, or is or was serving or has
                    agreed to serve at the request of this Corporation
                    as a director, officer, employee, or agent of
                    another corporation, partnership, joint venture,
                    trust or other enterprise, or by reason of any
                    action alleged to have been taken or omitted in
                    such capacity, shall be indemnified by this
                    Corporation against costs, charges and expenses
                    (including attorneys' fees) actually and
                    reasonably incurred by him in connection with the
                    defense or settlement of such action or suit and
                    any appeal therefrom, if he acted in good faith
                    and in a manner he reasonably believed to be in or
                    not opposed to the best interest of this
                    Corporation, except that no indemnification shall
                    be made in respect of any claim, issue or matter
                    as to which such person shall have been adjudged
                    to be liable for negligence or misconduct in the
                    performance of his duty to this Corporation unless
                    and only to the extent that the Court of Chancery
                    of Delaware or the court in which such action or
                    suit was brought shall determine upon application
                    that, despite the adjudication of such liability
                    but in view of all the circumstances of the case,
                    such person is fairly and reasonably entitled to
                    indemnity for such costs, charges and expenses
                    which the Court of Chancery of Delaware or such
                    other court shall deem proper.

                    (c) Notwithstanding the other provisions of this
                    Section, to the extent that a director, officer,
                    employee or agent of this Corporation has been
                    successful on the merits or otherwise in defense
                    of any action, suit or proceeding referred to in
                    subsections (a) and (b) of this Section, or in
                    defense of any claim, issue or matter therein, he
                    shall be indemnified against all costs, charges
                    and expenses (including attorneys' fees) actually
                    and reasonably incurred by him in connection
                    therewith.

                    (d) Any indemnification under subsections (a) and
                    (b) of this Section (unless otherwise ordered by a
                    court) shall be made by this Corporation only as
                    authorized in the specific case upon a
                    determination that indemnification of the
                    director, officer, employee or agent is proper in
                    the circumstances because he has met the
                    applicable standard of conduct set forth in
                    subsections (a) and (b) of this Section.  Such
                    determination shall be made (1) by the Board of
                    Directors by a majority vote of a quorum
                    consisting of directors who are not parties to
                    such action, suit or proceeding, or (2) if such a
                    quorum is not obtainable, or, even if obtainable,
                    a quorum of disinterested directors so directs, by
                    independent legal counsel in a written opinion, or
                    (3) by the stockholders, or (4) if a Change in
                    Control has occurred and the director, officer,
                    employee or agent seeking indemnification so
                    requests, in a written opinion rendered by
                    independent legal counsel chosen by the person
                    requesting indemnification and not reasonably
                    objected to by the Board of Directors.  For
                    purposes of subclause (4) of this subsection (d),
                    "independent legal counsel" shall mean legal
                    counsel other than an attorney, or a firm having
                    associated with it an attorney, who has been
                    retained by or who has performed substantial
                    services for either this Corporation or the person
                    seeking indemnification within the past five
                    years.  The Corporation shall pay the fees of the
                    independent legal counsel.  For purposes of this
                    subsection (d), a "Change in Control" shall be
                    deemed to have occurred if (i) any person (as such
                    term is used in Sections 13(d) and 14(d)(2) of the
                    Securities Exchange Act of 1934, as amended (the
                    "1934 Act") is or becomes the beneficial owner (as
                    defined in Rule 13d-3 under the 1934 act),
                    directly or indirectly, of securities of this
                    Corporation representing 25% or more of the
                    combined voting power of this Corporation's then
                    outstanding securities in a transaction not
                    approved by the Board of Directors sitting
                    immediately prior to such acquisition, (ii) this
                    Corporation is a party to a merger, consolidation, 
                    sale of assets or other reorganization, or proxy
                    contest, as a consequence of which members of the
                    Board of Directors sitting immediately prior to
                    such transaction or event constitute less than
                    five-sixths of the Board of Directors thereafter,
                    or (iii) during the immediately preceding four
                    years, individuals who at the beginning of such
                    period constituted the Board of Directors cease
                    for any reason to constitute at least a majority
                    thereof, unless the election of each director who
                    was not a director at the beginning of the period
                    was approved by a vote of at least two-thirds of
                    the directors then still in office who were
                    directors at the beginning of the period.

                    (e) Costs, charges and expenses (including
                    attorney's fees) incurred by a person referred to
                    in subsections (a) and (b) of this Section in
                    defending a civil or criminal action, suit or
                    proceeding shall be paid promptly by this
                    Corporation in advance of the final determination
                    of such action, suit or proceeding; provided,
                    however, that the payment of such costs, charges
                    and expenses incurred by a director or officer in
                    his capacity as a director or officer (and not in
                    any other capacity in which service was or is
                    rendered by such person while a director or
                    officer) in advance of the final disposition of
                    such action, suit or proceeding shall be made only
                    upon receipt of an undertaking by or on behalf of
                    the director or officer to repay all amounts so
                    advanced in the event that it shall ultimately be
                    determined that such director or officer is not
                    entitled to be indemnified by this Corporation as
                    authorized by the Section.  Such costs, charges
                    and expenses incurred by other employees and
                    agents may be so paid upon such terms and
                    conditions, if any, as the Board of Directors
                    deems appropriate.

                    (f) The indemnification provided by this Section
                    shall not be deemed exclusive of any other rights
                    to which a person seeking indemnification may be
                    entitled under any law (common or statutory),
                    agreement, vote of stockholders or disinterested
                    directors or otherwise, both as to action in his
                    official capacity and as to action in another
                    capacity while holding office or while employed by
                    or acting as agent for this Corporation, it being
                    the policy of this Corporation that
                    indemnification of the persons specified in
                    subsections (a) and (b) of this Section shall be
                    made to the full extent permitted by applicable
                    law.  The indemnification provided by this Section
                    shall continue as to a person who has ceased to be
                    a director, officer, employee or agent, and shall
                    inure to the benefit of the estate, heirs,
                    executors and administrators of such person.  All
                    rights to indemnification under this Section shall
                    be deemed to be a contract between this
                    Corporation and each director, officer, employee
                    or agent of this Corporation who serves or served
                    in such capacity at any time while this Section is
                    in effect.  Any repeal or modification of this
                    Section or any repeal or modification of relevant
                    provisions of the Delaware General Corporation Law
                    or any other applicable law shall not in any way
                    diminish any rights to indemnification of such
                    director, officer, employee or agent or the
                    obligation of this Corporation arising hereunder.

                    (g) If this Section or any portion hereof shall be
                    invalidated on any ground by any court of
                    competent jurisdiction, then this Corporation
                    shall nevertheless indemnify each director,
                    officer, employee and agent of this Corporation as
                    to costs, charges and expenses (including
                    attorneys' fees), judgments, fines and amounts
                    paid in settlement with respect to any action,
                    suit or proceeding, whether civil, criminal,
                    administrative or investigative, including,
                    without limitation, any action by or in the right
                    of this Corporation, to the full extent permitted
                    by any applicable portion of this Section that
                    shall not have been invalidated and to the full
                    extent permitted by applicable law.

     Amended             SECTION 15.    The Board of Directors, as
     4/21/81,       soon as may be after the election of directors in
     3/23/93        each year, shall appoint one of their number
     and            Chairman of the Board and one of their number
     4/19/95        President of the Company, and may also appoint one
     effective      or more Executive Vice-Presidents, Senior Vice-
     12/28/95       Presidents, First Vice Presidents and Vice-
                    Presidents, a Secretary and a Treasurer.  The
                    Board of Directors may from time to time appoint
                    one of their number as Vice-Chairman and may
                    appoint such other officers as they deem
                    appropriate.  Any person may hold more than one
                    office, except that same person may not hold more
                    than one of the offices of President and
                    Secretary.  The Chairman so appointed shall not in
                    such capacity be considered an officer of this
                    Corporation.

                         SECTION 16.    The term of office of all
                    officers shall be until the next election of
                    directors and until their respective successors
                    are chosen and qualified, or until they shall die
                    or resign but any officer may be removed from
                    office at any time by the Board of Directors. 
                    Vacancies in any office may be filled by the Board
                    at any meeting.

                         SECTION 17.    The officers of the Company
                    shall have such powers and duties as usually
                    pertain to their offices, except as modified by
                    the Board of Directors, and shall also have such
                    powers and duties as may from time to time be
                    conferred upon them by the Board of Directors.

                         SECTION 18.    The Board of Directors is
                    authorized to select such depositaries as it shall
                    deem proper for the funds of the Corporation.  All
                    checks and drafts against such deposited funds
                    shall be signed and countersigned by persons to be
                    specified by the Board of Directors.

                         SECTION 19.    The President, or any Vice-
                    President, shall have authority to execute and
                    deliver all contracts or undertakings of the
                    Corporation.

                         SECTION 20.    The corporation seal of the
                    Corporation shall be in such form as the Board of
                    Directors shall prescribe.

                         SECTION 21.    The fiscal year of the
                    Corporation shall be the calendar year.

                         SECTION 22.    Either the Board of Directors
                    or the stockholders may alter or amend these By-
                    Laws at any meeting duly held as above provided,
                    the notice of which includes notice of the
                    proposed alteration or amendment.

     Amended             SECTION 23.    The Board of Directors may
     12/19/72       from time to time appoint such number of Directors
                    Emeritus as shall be determined by the Board to be
                    appropriate, who shall serve until the next
                    directors' meeting after the annual election.
                    Directors Emeritus shall be selected from
                    individuals who have previously served as Great
                    Western Financial Corporation directors and have
                    not reached their 77th birthday, and may serve
                    more than one term.  The unanimous vote of all
                    directors present at a meeting shall be required
                    to elect a Director Emeritus, such vote to be
                    taken by secret written ballot.  Such Directors
                    Emeritus may attend the meetings of the Board of
                    Directors in an advisory capacity, with the
                    privilege of participating in all discussions at
                    such meetings, but without the power to vote. 
                    Notices of all meetings sent to directors shall
                    also be sent to Directors Emeritus.  Directors
                    Emeritus shall be paid such fees for attendance at
                    meetings of the Board of Directors as shall from
                    time to time be determined by the Board.

     Added               SECTION 24.    The Board of Directors may
     6/24/86        impose restrictions on transfer of securities of
                    the Corporation pursuant to the Rights Agreement,
                    dated as of June 24, 1986, by and between the
                    Corporation and Morgan Guaranty Trust Company of
                    New York, as and to the extent required by such
                    Rights Agreement, as amended from time to time.

                                                          EXHIBIT 99.1

                    GREAT WESTERN FINANCIAL CORPORATION

                                    and

                  FIRST CHICAGO TRUST COMPANY OF NEW YORK

                                Rights Agent

                                                

                              Rights Agreement

                 Dated as of June 24, 1986, as Amended and
                        Restated as of June 27, 1995

                             Table of Contents

             Section                                         Page

             1.  Certain Definitions . . . . . . . . . . . .    2

             2.  Appointment of Rights Agent . . . . . . . .    9

             3.  Issue of Rights Certificates  . . . . . . .   10

             4.  Form of Rights Certificates . . . . . . . .   14

             5.  Countersignature and Registration . . . . .   16

             6.  Transfer, Split Up, Combination and
                  Exchange of Rights Certificates;
                  Mutilated, Destroyed, Lost or Stolen
                  Rights Certificates  . . . . . . . . . . .   18

             7.  Exercise of Rights; Purchase Price;
                  Expiration Date of Rights  . . . . . . . .   20

             8.  Cancellation and Destruction of Rights
                  Certificates . . . . . . . . . . . . . . .   27

             9.  Reservation and Availability of Capital
                  Stock  . . . . . . . . . . . . . . . . . .   27

             10.  Preferred Stock Record Date  . . . . . . .   31

             11.  Adjustment of Purchase Price, Number and
                  Kind of Shares or Number of Rights . . . .   33

             12.  Certificate of Adjusted Purchase Price or
                  Number of Shares . . . . . . . . . . . . .   57

             13.  Consolidation, Merger or Sale or Transfer
                  of Assets or Earning Power . . . . . . . .   57

             14.  Fractional Rights and Fractional Shares  .   64

             15.  Rights of Action . . . . . . . . . . . . .   67

             16.  Agreement of Rights Holders  . . . . . . .   68

             17.  Rights Certificate Holder Not Deemed a
                  Stockholder  . . . . . . . . . . . . . . .   70

             18.  Concerning the Rights Agent  . . . . . . .   71

             19.  Merger or Consolidation or Change of Name
                  of Rights Agent  . . . . . . . . . . . . .   72

             20.  Duties of Rights Agent . . . . . . . . . .   74

             21.  Change of Rights Agent . . . . . . . . . . . 79

             22.  Issuance of New Rights Certificates  . . .   81

             23.  Redemption and Termination . . . . . . . .   83

             24.  Notice of Certain Events . . . . . . . . .   89

             25.  Notices  . . . . . . . . . . . . . . . . .   91

             26.  Supplements and Amendments . . . . . . . .   92

             27.  Successors . . . . . . . . . . . . . . . .   94

             28.  Determinations and Actions by the Board of
                  Directors, etc.  . . . . . . . . . . . . .   94

             29.  Benefits of this Agreement . . . . . . . .   96

             30.  Severability . . . . . . . . . . . . . . .   96

             31.  Governing Law  . . . . . . . . . . . . . .   97

             32.  Counterparts . . . . . . . . . . . . . . .   97

             33.  Descriptive Headings . . . . . . . . . . .   98

             Exhibit A  --  Certificate of Designation,
                            Preferences and Rights

             Exhibit B  --  Form of Rights Certificate

             Exhibit C  -- Form of Summary of Rights

                               RIGHTS AGREEMENT

                    RIGHTS AGREEMENT (the "Agreement"), dated as of
          June 24, 1986, as amended and restated as of June 27,
          1995, between Great Western Financial Corporation, a
          Delaware corporation (the "Company"), and First Chicago
          Trust Company of New York (the "Rights Agent").

                             W I T N E S S E T H 

                    WHEREAS, on June 24, 1986 (the "Rights Dividend
          Declaration Date"), the Board of Directors of the Company
          (the "Board") authorized and declared a dividend
          distribution of one Right for each share of common stock,
          par value $1.00 per share, of the Company (the "Common
          Stock") outstanding at the close of business on July 14,
          1986 (the "Record Date"), and authorized the issuance of
          one Right (as such number may hereinafter be adjusted
          pursuant to the provisions of Section 11(p) hereof) for
          each share of Common Stock of the Company issued between
          the Record Date (whether originally issued or delivered
          from the Company's treasury) and the Distribution Date,
          each Right initially representing the right to purchase
          one one-hundredth of a share of Series A Junior
          Participating Preferred Stock of the Company having the
          rights, powers and preferences set forth in the form of
          Certificate of Designation, Preferences and Rights
          attached hereto as Exhibit A, upon the terms and subject
          to the conditions hereinafter set forth (the "Rights"); 

                    WHEREAS, on February 19, 1988, a First
          Amendment to the Rights Agreement was entered into
          between the Company and the rights agent thereunder; and

                    WHEREAS, on June 27, 1995, the Board approved
          certain additional amendments to this Rights Agreement
          and the execution of an amended and restated Rights
          Agreement reflecting all of the amendments previously
          made thereto;

                    NOW, THEREFORE, in consideration of the
          premises and the mutual agreements herein set forth, the
          parties hereby agree as follows: 

                    Section 1.  Certain Definitions.  For purposes
          of this Agreement, the following terms have the meanings
          indicated: 

                         (a)  "Acquiring Person" shall mean any
          Person who or which, together with all Affiliates and
          Associates of such Person, shall be the Beneficial Owner
          of 15% or more of the shares of Common Stock then
          outstanding, but shall not include (i) the Company, (ii)
          any Subsidiary of the Company, (iii) any employee benefit
          plan of the Company or of any Subsidiary of the Company,
          (iv) any Person or entity organized, appointed or
          established by the Company for or pursuant to the terms
          of any such plan or (v) any such Person who has reported
          or is required to report such ownership (but less than
          20%) on Schedule 13G under the Exchange Act (or any
          comparable or successor report) or on Schedule 13D under
          the Exchange Act (or any comparable or successor report)
          which Schedule 13G or 13D does not state any intention
          to, or reserve the right to, control or influence the
          management or policies of the Company or (with respect to
          any such Schedule 13D) engage in any of the actions
          specified in Item 4 of such Schedule (other than the
          disposition of the Common Stock) and who, within 10
          Business Days of being requested by the Company to advise
          it regarding the same, certifies to the Company that such
          Person acquired shares of Common Stock in excess of 14.9%
          inadvertently or without knowledge of the terms of the
          Rights and who, together with all Affiliates and
          Associates, thereafter does not acquire additional shares
          of Common Stock while the Beneficial Owner of 15% or more
          of the shares of Common Stock then outstanding; provided,
          however, that if the Person requested to so certify fails
          to do so within 10 Business Days, then such Person shall
          become an Acquiring Person immediately after such 10
          Business Day Period.

                         (b)  "Affiliate" and "Associate" shall
          have the respective meanings ascribed to such terms in
          Rule 12b-2 of the General Rules and Regulations under the
          Securities Exchange Act of 1934, as amended and in effect
          on the date of this Agreement (the "Exchange Act"). 

                         (c)  A Person shall be deemed the
          "Beneficial Owner" of, and shall be deemed to
          "beneficially own," any securities: 

                              (i)  which such Person or any of
               such Person's Affiliates or Associates,
               directly or indirectly, has the right to
               acquire (whether such right is exercisable
               immediately or only after the passage of time)
               pursuant to any agreement, arrangement or
               understanding (whether or not in writing) or
               upon the exercise of conversion rights,
               exchange rights, rights, warrants or options,
               or otherwise; provided, however, that a Person
               shall not be deemed the "Beneficial Owner" of,
               or to "beneficially own," (A) securities
               tendered pursuant to a tender or exchange offer
               made by such Person or any of such Person's
               Affiliates or Associates until such tendered
               securities are accepted for purchase or
               exchange, or (B) securities issuable upon
               exercise of Rights at any time prior to the
               occurrence of a Triggering Event, or (C)
               securities issuable upon exercise of Rights
               from and after the occurrence of a Triggering
               Event which Rights were acquired by such Person
               or any of such Person's Affiliates or
               Associates prior to the Distribution Date or
               pursuant to Section 3(a) or Section 22 hereof
               (the "Original Rights") or pursuant to Section
               11(i) hereof in connection with an adjustment
               made with respect to any Original Rights; 

                         (ii)  which such Person or any of
               such Person's Affiliates or Associates,
               directly or indirectly, has the right to vote
               or dispose of or has "beneficial ownership" of
               (as determined pursuant to Rule 13d-3 of the
               General Rules and Regulations under the
               Exchange Act), including pursuant to any
               agreement, arrangement or understanding,
               whether or not in writing; provided, however,
               that a Person shall not be deemed the
               "Beneficial Owner" of, or to "beneficially
               own," any security under this subparagraph (ii)
               as a result of an agreement, arrangement or
               understanding to vote such security if such
               agreement, arrangement or understanding:  (A)
               arises solely from a revocable proxy given in
               response to a public proxy or consent
               solicitation made pursuant to, and in
               accordance with, the applicable provisions of
               the General Rules and Regulations under the
               Exchange Act, and (B) is not also then
               reportable by such Person on Schedule 13D under
               the Exchange Act (or any comparable or
               successor report); or 

                         (iii)  which are beneficially owned,
               directly or indirectly, by any other Person (or
               any Affiliate or Associate thereof) with which
               such Person (or any of such Person's Affiliates
               or Associates) has any agreement, arrangement
               or understanding (whether or not in writing),
               for the purpose of acquiring, holding, voting
               (except pursuant to a revocable proxy as
               described in the proviso to subparagraph (ii)
               of this paragraph (c)) or disposing of any
               voting securities of the Company;

          provided, however, that nothing in this paragraph (c)
          shall cause a Person engaged in business as an
          underwriter of securities to be the "Beneficial Owner"
          of, or to "beneficially own," any securities acquired
          through such Person's participation in good faith in a
          firm commitment underwriting until the expiration of
          forty days after the date of such acquisition.

                         (d)  "Business Day" shall mean any day
          other than a Saturday, Sunday or a day on which banking
          institutions in the State of New York are authorized or
          obligated by law or executive order to close.

                         (e)  "Close of business" on any given date
          shall mean 5:00 P.M., New York City time, on such date;
          provided, however, that if such date is not a Business
          Day it shall mean 5:00 P.M., New York City time, on the
          next succeeding Business Day. 

                         (f)  "Common Stock" shall mean the common
          stock, par value $1.00 per share, of the Company, except
          that "Common Stock" when used with reference to any
          Person other than the Company shall mean the capital
          stock of such Person with the greatest voting power, or
          the equity securities or other equity interest having
          power to control or direct the management, of such
          Person. 

                         (g)  "Continuing Director" shall mean (i)
          any member of the Board, while such Person is a member of
          the Board, who is not an Acquiring Person, or an
          Affiliate or Associate of an Acquiring Person, or a
          representative of an Acquiring Person or of any such
          Affiliate or Associate, and was a member of the Board
          prior to the date of this Agreement, or (ii) any Person
          who subsequently becomes a member of the Board, while
          such Person is a member of the Board, who is not an
          Acquiring Person, or an Affiliate or Associate of an
          Acquiring Person, or a representative of an Acquiring
          Person or of any such Affiliate or Associate, if such
          Person's nomination for election or election to the Board
          is recommended or approved by a majority of the
          Continuing Directors.

                         (h)  "Person" shall mean any individual,
          firm, corporation, partnership or other entity. 

                         (i)  "Preferred Stock" shall mean shares
          of Series A Junior Participating Preferred Stock, par
          value $1.00 per share, of the Company and, to the extent
          that there are not a sufficient number of shares of
          Series A Junior Participating Preferred Stock authorized
          to permit the full exercise of the Rights, any other
          series of Preferred Stock, par value $0.01 per share, of
          the Company designated for such purpose containing terms
          substantially similar to the terms of the Series A Junior
          Participating Preferred Stock.

                         (j)  "Section 11(a)(ii) Event" shall mean
          any event described in Section 11(a)(ii) hereof. 

                         (k)  "Section 13 Event" shall mean any
          event described in clauses (x), (y) or (z) of Section
          13(a) hereof. 

                         (l)  "Stock Acquisition Date" shall mean
          the first date of public announcement (which, for
          purposes of this definition, shall include, without
          limitation, a report filed pursuant to Section 13(d)
          under the Exchange Act) by the Company or an Acquiring
          Person that an Acquiring Person has become such. 

                         (m)  "Subsidiary" shall mean, with
          reference to any Person, any corporation of which an
          amount of voting securities sufficient to elect at least
          a majority of the directors of such corporation is
          beneficially owned, directly or indirectly, by such
          Person, or otherwise controlled by such Person. 

                         (n)  "Triggering Event" shall mean any
          Section 11(a)(ii) Event or any Section 13 Event. 

                    Section 2.  Appointment of Rights Agent.  The
          Company hereby appoints the Rights Agent to act as agent
          for the Company and the holders of the Rights (who, in
          accordance with Section 3 hereof, shall prior to the
          Distribution Date also be the holders of the Common
          Stock) in accordance with the terms and conditions
          hereof, and the Rights Agent hereby accepts such
          appointment.  The Company may from time to time appoint
          such Co-Rights Agents as it may deem necessary or
          desirable. 

                    Section 3.  Issue of Rights Certificates.   

                         (a)  Until the earlier of (i) the close of
          business on the tenth business day after the Stock
          Acquisition Date (or, if the tenth business day after the
          Stock Acquisition Date occurs before the Record Date, the
          close of business on the Record Date), or (ii) the close
          of business on the tenth business day (or such later date
          as the Board shall determine, provided, however, that any
          lengthening of such date following the first occurrence
          of either of the events set forth in clauses (i) and (ii)
          of the first proviso to Section 23(a) hereof shall be
          effective only if there are Continuing Directors and
          shall require the concurrence of a majority of such
          Continuing Directors) after the date that a tender or
          exchange offer by any Person (other than the Company, any
          Subsidiary of the Company, any employee benefit plan of
          the Company or of any Subsidiary of the Company, or any
          Person or entity organized, appointed or established by
          the Company for or pursuant to the terms of any such
          plan) is first published or sent or given within the
          meaning of Rule 14d-2(a) of the General Rules and
          Regulations under the Exchange Act, if upon consummation
          thereof, such Person would be the Beneficial Owner of 15%
          or more of the shares of Common Stock then outstanding
          (the earlier of (i) and (ii) being herein referred to as
          the "Distribution Date"), (x) the Rights will be
          evidenced (subject to the provisions of paragraph (b) of
          this Section 3) by the certificates for the Common Stock
          registered in the names of the holders of the Common
          Stock (which certificates for Common Stock shall be
          deemed also to be certificates for Rights) and not by
          separate certificates, and (y) the Rights will be
          transferable only in connection with the transfer of the
          underlying shares of Common Stock (including a transfer
          to the Company).  As soon as practicable after the
          Distribution Date, the Rights Agent will send by
          first-class, insured, postage prepaid mail, to each
          record holder of the Common Stock as of the close of
          business on the Distribution Date, at the address of such
          holder shown on the records of the Company, one or more
          right certificates, in substantially the form of Exhibit
          B hereto (the "Rights Certificates"), evidencing one
          Right for each share of Common Stock so held, subject to
          adjustment as provided herein.  In the event that an
          adjustment in the number of Rights per share of Common
          Stock has been made pursuant to Section 11(p) hereof, at
          the time of distribution of the Right Certificates, the
          Company shall make the necessary and appropriate rounding
          adjustments (in accordance with Section 14(a) hereof) so
          that Rights Certificates representing only whole numbers
          of Rights are distributed and cash is paid in lieu of any
          fractional Rights.  As of and after the Distribution
          Date, the Rights will be evidenced solely by such Rights
          Certificates. 

                         (b)  As promptly as practicable following
          the Record Date, the Company will send a copy of a
          Summary of Rights, in substantially the form attached
          hereto as Exhibit C (the "Summary of Rights"), by
          first-class, postage prepaid mail, to each record holder
          of the Common Stock as of the close of business on the
          Record Date, at the address of such holder shown on the
          records of the Company.  With respect to certificates for
          the Common Stock outstanding as of the Record Date, until
          the Distribution Date, the Rights will be evidenced by
          such certificates for the Common Stock and the registered
          holders of the Common Stock shall also be the registered
          holders of the associated Rights.  Until the earlier of
          the Distribution Date or the Expiration Date (as such
          term is defined in Section 7 hereof), the transfer of any
          certificates representing shares of Common Stock in
          respect of which Rights have been issued shall also
          constitute the transfer of the Rights associated with
          such shares of Common Stock. 

                         (c)  Rights shall be issued in respect of
          all shares of Common Stock which are issued (whether
          originally issued or from the Company's treasury) after
          the Record Date but prior to the earlier of the
          Distribution Date or the Expiration Date.  Certificates
          representing such shares of Common Stock shall also be
          deemed to be certificates for Rights, and shall bear the
          following legend:

                         This certificate also evidences and
                    entitles the holder hereof to certain Rights as
                    set forth in the Rights Agreement between Great
                    Western Financial Corporation (the "Company")
                    and the rights agent thereunder (the "Rights
                    Agent"), as amended and restated as of June 27,
                    1995 (the "Rights Agreement"), the terms of
                    which are hereby incorporated herein by
                    reference and a copy of which is on file at the
                    principal offices of the Company.  Under
                    certain circumstances, as set forth in the
                    Rights Agreement, such Rights will be evidenced
                    by separate certificates and will no longer be
                    evidenced by this certificate.  The Company
                    will mail to the holder of this certificate a
                    copy of the Rights Agreement, as in effect on
                    the date of mailing, without charge promptly
                    after receipt of a written request therefor. 
                    Under certain circumstances set forth in the
                    Rights Agreement, Rights issued to, or held by,
                    any Person who is, was or becomes an Acquiring
                    Person or any Affiliate or Associates thereof
                    (as such terms are defined in the Rights
                    Agreement), whether currently held by or on
                    behalf of such Person or by any subsequent
                    holder, may become null and void. 

               With respect to such certificates containing the
               foregoing legend, until the earlier of (i) the
               Distribution Date or (ii) the Expiration Date, the Rights
               associated with the Common Stock represented by such
               certificates shall be evidenced by such certificates
               alone and registered holders of Common Stock shall also
               be the registered holders of the associated Rights, and
               the transfer of any of such certificates shall also
               constitute the transfer of the Rights associated with the
               Common Stock represented by such certificates.

                         Section 4.  Form of Rights Certificates. 

                              (a)  The Rights Certificates (and the
               forms of election to purchase and of assignment to be
               printed on the reverse thereof) shall each be
               substantially in the form set forth in Exhibit B hereto
               and may have such marks of identification or designation
               and such legends, summaries or endorsements printed
               thereon as the Company may deem appropriate and as are
               not inconsistent with the provisions of this Agreement,
               or as may be required to comply with any applicable law
               or with any rule or regulation made pursuant thereto or
               with any rule or regulation of any stock exchange on
               which the Rights may from time to time be listed, or to
               conform to usage.  Subject to the provisions of Section
               11 and Section 22
               hereof, the Rights Certificates, whenever distributed,
               shall be dated as of the Record Date and on their face
               shall entitle the holders thereof to purchase such number
               of one one-hundredths of a share of Preferred Stock as
               shall be set forth therein at the price set forth therein
               (such exercise price per one one-hundredth of a share,
               the "Purchase Price"), but the amount and type of
               securities purchasable upon the exercise of each Right
               and the Purchase Price thereof shall be subject to
               adjustment as provided herein. 

                              (b)  Any Rights Certificate issued
               pursuant to Section 3(a) or Section 22 hereof that
               represents Rights beneficially owned by:  (i) an
               Acquiring Person or any Associate or Affiliate of an
               Acquiring Person, (ii) a transferee of an Acquiring
               Person (or of any such Associate or Affiliate) who
               becomes a transferee after the Acquiring Person becomes
               such, or (iii) a transferee of an Acquiring Person (or of
               any such Associate or Affiliate) who becomes a transferee
               prior to or concurrently with the Acquiring Person
               becoming such and receives such Rights pursuant to either
               (A) a transfer (whether or not for consideration) from
               the Acquiring Person to holders of equity interests in
               such Acquiring Person, or to any Person with whom such
               Acquiring Person has any continuing agreement,
               arrangement or understanding regarding the transferred
               Rights or (B) a transfer which the Board has determined
               is part of a plan, arrangement or understanding which has
               as a primary purpose or effect avoidance of Section 7(e)
               hereof (provided, however, that following the first
               occurrence of either of the events set forth in clauses
               (i) and (ii) of the first proviso to Section 23(a)
               hereof, the determination described in this clause (B)
               shall be made by the vote of a majority of the Continuing
               Directors), and any Rights Certificate issued pursuant to
               Section 6 or Section 11 hereof upon transfer, exchange,
               replacement or adjustment of any other Rights Certificate
               referred to in this sentence, shall contain (to the
               extent feasible) the following legend: 

                    The Rights represented by this Rights
                    Certificate are or were beneficially owned by a
                    Person who was or became an Acquiring Person or
                    an Affiliate or Associate of an Acquiring
                    Person (as such terms are defined in the Rights
                    Agreement).  Accordingly, this Rights
                    Certificate and the Rights represented hereby
                    may become null and void in the circumstances
                    specified in Section 7(e) of such Agreement. 

                         Section 5.  Countersignature and Registration. 

                              (a)  The Rights Certificates shall be
               executed on behalf of the Company by its Chairman of the
               Board, its Vice Chairman, its President or any Vice
               President, either manually or by facsimile signature, and
               shall have affixed thereto the Company's seal or a
               facsimile thereof which shall be attested by the
               Secretary or an Assistant Secretary of the Company,
               either manually or by facsimile signature.  The Rights
               Certificates shall be manually countersigned by the
               Rights Agent and shall not be valid for any purpose
               unless so countersigned.  In case any officer of the
               Company who shall have signed any of the Rights
               Certificates shall cease to be such officer of the
               Company before countersignature by the Rights Agent and
               issuance and delivery by the Company, such Rights
               Certificates, nevertheless, may be countersigned by the
               Rights Agent and issued and delivered by the Company with
               the same force and effect as though the person who signed
               such Rights Certificates had not ceased to be such
               officer of the Company; and any Rights Certificates may
               be signed on behalf of the Company by any person who, at
               the actual date of the execution of such Rights
               Certificate, shall be a proper officer of the Company to
               sign such Rights Certificate, although at the date of the
               execution of this Rights Agreement any such person was
               not such an officer. 

                              (b)  Following the Distribution Date, the
               Rights Agent will keep or cause to be kept, at its
               principal office or offices designated as the appropriate
               place for surrender of Rights Certificates upon exercise
               or transfer, books for registration and transfer of the
               Rights Certificates issued hereunder.  Such books shall
               show the names and addresses of the respective holders of
               the Rights Certificates, the number of Rights evidenced
               on its face by each of the Rights Certificates, the
               certificate number of each of the Rights Certificates and
               the date of each of the Rights Certificates. 

                         Section 6.  Transfer, Split Up, Combination and
               Exchange of Rights Certificates; Mutilated, Destroyed,
               Lost or Stolen Rights Certificates.  (a)  Subject to the
               provisions of Section 4(b), Section 7(e) and Section 14
               hereof, at any time after the close of business on the
               Distribution Date, and at or prior to the close of
               business on the Expiration Date, any Rights Certificate
               or Certificates may be transferred, split up, combined or
               exchanged for another Rights Certificate or Certificates,
               entitling the registered holder to purchase a like number
               of one one-hundredths of a share of Preferred Stock (or,
               following a Triggering Event, Common Stock, other
               securities, cash or other assets, as the case may be) as
               the Rights Certificate or Certificates surrendered then
               entitled such holder (or former holder in the case of a
               transfer) to purchase.  Any registered holder desiring to
               transfer, split up, combine or exchange any Rights
               Certificate or Certificates shall make such request in
               writing delivered to the Rights Agent, and shall
               surrender the Rights Certificate or Certificates to be
               transferred, split up, combined or exchanged at the
               principal office or offices of the Rights Agent
               designated for such purpose.  Neither the Rights Agent
               nor the Company shall be obligated to take any action
               whatsoever with respect to the transfer of any such
               surrendered Rights Certificate until the registered
               holder shall have completed and signed the certificate
               contained in the form of assignment on the reverse side
               of such Rights Certificate and shall have provided such
               additional evidence of the identity of the Beneficial
               Owner (or former Beneficial Owner) or Affiliates or
               Associates thereof as the Company shall reasonably
               request.  Thereupon the Rights Agent shall, subject to
               Section 4(b), Section 7(e) and Section 14 hereof,
               countersign and deliver to the Person entitled thereto a
               Rights Certificate or Rights Certificates, as the case
               may be, as so requested.  The Company may require payment
               of a sum sufficient to cover any tax or governmental
               charge that may be imposed in connection with any
               transfer, split up, combination or exchange of Rights
               Certificates. 

                              (b)  Upon receipt by the Company and the
               Rights Agent of evidence reasonably satisfactory to them
               of the loss, theft, destruction or mutilation of a Rights
               Certificate, and, in case of loss, theft or destruction,
               of indemnity or security reasonably satisfactory to them,
               and reimbursement to the Company and the Rights Agent of
               all reasonable expenses incidental thereto, and upon
               surrender to the Rights Agent and cancellation of the
               Rights Certificate if mutilated, the Company will execute
               and deliver a new Rights Certificate of like tenor to the
               Rights Agent for countersignature and delivery to the
               registered owner in lieu of the Rights Certificate so
               lost, stolen, destroyed or mutilated. 

                         Section 7.  Exercise of Rights; Purchase Price;
               Expiration Date of Rights.  (a)  Subject to Section 7(e)
               hereof, the registered holder of any Rights Certificate
               may exercise the Rights evidenced thereby (except as
               otherwise provided herein including, without limitation,
               the restrictions on exercisability set forth in Section
               9(c), Section 11(a)(iii) and Section 23(a) hereof) in
               whole or in part at any time after the Distribution Date
               upon surrender of the Rights Certificate, with the form
               of election to purchase and the certificate on the
               reverse side thereof duly executed, to the Rights Agent
               at the principal office or offices of the Rights Agent
               designated for such purpose, together with payment of the
               aggregate Purchase Price with respect to the total number
               of one one-hundredths of a share (or other securities,
               cash or other assets, as the case may be) as to which
               such surrendered Rights are then exercisable, at or prior
               to the earlier of (i) the close of business on July 14,
               1996 (the "Final Expiration Date"), or (ii) the time at
               which the Rights are redeemed as provided in Section 23
               hereof (the earlier of (i) and (ii) being herein referred
               to as the "Expiration Date"). 

                              (b)  The Purchase Price for each one
               one-hundredth of a share of Preferred Stock pursuant to
               the exercise of a Right shall initially be $175, and
               shall be subject to adjustment from time to time as
               provided in Sections 11 and 13(a) hereof and shall be
               payable in accordance with paragraph (c) below. 

                              (c)  Upon receipt of a Rights Certificate
               representing exercisable Rights, with the form of
               election to purchase and the certificate duly executed,
               accompanied by payment, with respect to each Right so
               exercised, of the Purchase Price per one one-hundredth of
               a share of Preferred Stock (or other shares, securities,
               cash or other assets, as the case may be) to be purchased
               as set forth below and an amount equal to any applicable
               transfer tax, the Rights Agent shall, subject to Section
               20(k) hereof, thereupon promptly (i) (A) requisition from
               any transfer agent of the shares of Preferred Stock (or
               make available, if the Rights Agent is the transfer agent
               for such shares) certificates for the total number of one
               one-hundredths of a share of Preferred Stock to be
               purchased and the Company hereby irrevocably authorizes
               its transfer agent to comply with all such requests, or
               (B) if the Company shall have elected to deposit the
               total number of shares of Preferred Stock issuable upon
               exercise of the Rights hereunder with a depositary agent,
               requisition from the depositary agent depositary receipts
               representing such number of one one-hundredths of a share
               of Preferred Stock as are to be purchased (in which case
               certificates for the shares of Preferred Stock
               represented by such receipts shall be deposited by the
               transfer agent with the depositary agent) and the Company
               will direct the depositary agent to comply with such
               request, (ii) requisition from the Company the amount of
               cash, if any, to be paid in lieu of fractional shares in
               accordance with Section 14 hereof, (iii) after receipt of
               such certificates or depositary receipts, cause the same
               to be delivered to or upon the order of the registered
               holder of such Rights Certificate, registered in such
               name or names as may be designated by such holder, and
               (iv) after receipt thereof, deliver such cash, if any, to
               or upon the order of the registered holder of such Rights
               Certificate.  The payment of the Purchase Price (as such
               amount may be reduced pursuant to Section 11(a)(iii)
               hereof) shall be made in cash or by certified check, bank
               check, bank draft or money order payable to the order of
               the Company.  In the event that the Company is obligated
               to issue other securities (including Common Stock) of the
               Company, pay cash and/or distribute other property
               pursuant to Section 11(a) hereof, the Company will make
               all arrangements necessary so that such other securities,
               cash and/or other property are available for distribution
               by the Rights Agent, if and when appropriate.  The
               Company reserves the right to require prior to the
               occurrence of a Triggering Event that, upon any exercise
               of Rights, a number of Rights be exercised so that only
               whole shares of Preferred Stock be issued.  In addition,
               if the Company shall determine that a registration
               statement is required following the Distribution Date,
               the Company may, subject to the provisions of Section
               9(c) hereof, temporarily suspend the exercisability of
               the Rights until such time as a registration statement
               has been declared effective. Notwithstanding any
               provision of this Agreement to the contrary, the Rights
               shall not be exercisable in any jurisdiction if the
               requisite qualification in such jurisdiction shall not
               have been obtained, the exercise thereof shall not be
               permitted under applicable law or a registration
               statement shall not have been declared effective. 

                              (d)  In case the registered holder of any
               Rights Certificate shall exercise less than all the
               Rights evidenced thereby, a new Rights Certificate
               evidencing Rights equivalent to the Rights remaining
               unexercised shall be issued by the Rights Agent and
               delivered to, or upon the order of, the registered holder
               of such Rights Certificate, registered in such name or
               names as may be designated by such holder, subject to the
               provisions of Section 14 hereof. 

                              (e)  Notwithstanding anything in this
               Agreement to the contrary, from and after the first
               occurrence of a Section 11(a)(ii) Event, any Rights
               beneficially owned by (i) an Acquiring Person or an
               Associate or Affiliate of an Acquiring Person, (ii) a
               transferee of an Acquiring Person (or of any such
               Associate or Affiliate) who becomes a transferee after
               such Acquiring Person becomes such, or (iii) a transferee
               of such Acquiring Person (or of any such Associate or
               Affiliate) who becomes a transferee prior to or
               concurrently with such Acquiring Person becoming such and
               receives such Rights pursuant to either (A) a transfer
               (whether or not for consideration) from such Acquiring
               Person to holders of equity interests in such Acquiring
               Person or to any Person with whom such Acquiring Person
               has any continuing agreement, arrangement or
               understanding regarding the transferred Rights or (B) a
               transfer which the Board has determined is part of a
               plan, arrangement or understanding which has as a primary
               purpose or effect the avoidance of this Section 7(e)
               (provided, however, that following the first occurrence
               of either of the events set forth in clauses (i) and (ii)
               of the first proviso to Section 23(a) hereof, the
               determination described in this clause (B) shall be made
               by the vote of a majority of the Continuing Directors),
               shall become null and void without any further action and
               no holder of such Rights shall have any rights whatsoever
               with respect to such Rights, whether under any provision
               of this Agreement or otherwise.  The Company shall use
               all reasonable efforts to insure that the provisions of
               this Section 7(e) and Section 4(b) hereof are complied
               with, but shall have no liability to any holder of Rights
               Certificates or other Person as a result of its failure
               to make any determinations with respect to an Acquiring
               Person or its Affiliates, Associates or transferees
               hereunder. 

                              (f)  Notwithstanding anything in this
               Agreement to the contrary, neither the Rights Agent nor
               the Company shall be obligated to undertake any action
               with respect to a registered holder upon the occurrence
               of any purported exercise as set forth in this Section 7
               unless such registered holder shall have (i) completed
               and signed the certificate contained in the form of
               election to purchase set forth on the reverse side of the
               Rights Certificate surrendered for such exercise, and
               (ii) provided such additional evidence of the identity of
               the Beneficial Owner (or former Beneficial Owner) or
               Affiliates or Associates thereof as the Company shall
               reasonably request. 

                         Section 8.  Cancellation and Destruction of
               Rights Certificates.  All Rights Certificates surrendered
               for the purpose of exercise, transfer, split up,
               combination or exchange shall, if surrendered to the
               Company or any of its agents, be delivered to the Rights
               Agent for cancellation or in cancelled form, or, if
               surrendered to the Rights Agent, shall be cancelled by
               it, and no Rights Certificates shall be issued in lieu
               thereof except as expressly permitted by any of the
               provisions of this Agreement.  The Company shall deliver
               to the Rights Agent for cancellation and retirement, and
               the Rights Agent shall so cancel and retire, any other
               Rights Certificate purchased or acquired by the Company
               otherwise than upon the exercise thereof.  The Rights
               Agent shall deliver all cancelled Rights Certificates to
               the Company, or shall, at the written request of the
               Company, destroy such cancelled Rights Certificates, and
               in such case shall deliver a certificate of destruction
               thereof to the Company. 

                         Section 9.  Reservation and Availability of
               Capital Stock.  (a)  The Company covenants and agrees
               that it will cause to be reserved and kept available out
               of its authorized and unissued shares of Preferred Stock
               (and, following the occurrence of a Triggering Event, out
               of its authorized and unissued shares of Common Stock
               and/or other securities or out of its authorized and
               issued shares held in its treasury), the number of shares
               of Preferred Stock (and, following the occurrence of a
               Triggering Event, Common Stock and/or other securities)
               that, as provided in this Agreement including Section
               11(a)(iii) hereof, will be sufficient to permit the
               exercise in full of all outstanding Rights. 

                              (b)  So long as the shares of Preferred
               Stock (and, following the occurrence of a Triggering
               Event, Common Stock and/or other securities) issuable and
               deliverable upon the exercise of the Rights may be listed
               on any national securities exchange, the Company shall
               use its best efforts to cause, from and after such time
               as the Rights become exercisable, all shares reserved for
               such issuance to be listed on such exchange upon official
               notice of issuance upon such exercise. 

                              (c)  The Company shall use its best
               efforts to (i) file, as soon as practicable following the
               earliest date after the first occurrence of a Section
               11(a)(ii) Event on which the consideration to be
               delivered by the Company upon exercise of the Rights has
               been determined in accordance with Section 11(a)(iii)
               hereof, or as soon as is required by law following the
               Distribution Date, as the case may be, a registration
               statement under the Securities Act of 1933 (the "Act"),
               with respect to the securities purchasable upon exercise
               of the Rights on an appropriate form, (ii) cause such
               registration statement to become effective as soon as
               practicable after such filing, and (iii) cause such
               registration statement to remain effective (with a
               prospectus at all times meeting the requirements of the
               Act) until the earlier of (A) the date as of which the
               Rights are no longer exercisable for such securities, and
               (B) the date of the expiration of the Rights.  The
               Company will also take such action as may be appropriate
               under, or to ensure compliance with, the securities or
               "blue sky" laws of the various states in connection with
               the exercisability of the Rights.  The Company may
               temporarily suspend, for a period of time not to exceed
               ninety (90) days after the date set forth in clause (i)
               of the first sentence of this Section 9(c), the
               exercisability of the Rights in order to prepare and file
               such registration statement and permit it to become
               effective.  Upon any such suspension, the Company shall
               issue a public announcement stating that the
               exercisability of the Rights has been temporarily
               suspended, as well as a public announcement at such time
               as the suspension is no longer in effect.  In addition,
               if the Company shall determine that a registration
               statement is required following the Distribution Date,
               the Company may temporarily suspend the exercisability of
               the Rights until such time as a registration statement
               has been declared effective.  Notwithstanding any
               provision of this Agreement to the contrary, the Rights
               shall not be exercisable in any jurisdiction if the
               requisite qualification in such jurisdiction shall not
               have been obtained, the exercise thereof shall not be
               permitted under applicable law or a registration
               statement shall not have been declared effective. 

                              (d)  The Company covenants and agrees that
               it will take all such action as may be necessary to
               ensure that all one one-hundredths of a share of
               Preferred Stock (and, following the occurrence of a
               Triggering Event, Common Stock and/or other securities)
               delivered upon exercise of Rights shall, at the time of
               delivery of the certificates for such shares (subject to
               payment of the Purchase Price), be duly and validly
               authorized and issued and fully paid and nonassessable. 

                              (e)  The Company further covenants and
               agrees that it will pay when due and payable any and all
               federal and state transfer taxes and charges which may be
               payable in respect of the issuance or delivery of the
               Rights Certificates and of any certificates for a number
               of one one-hundredths of a share of Preferred Stock (or
               Common Stock and/or other securities, as the case may be)
               upon the exercise of Rights.  The Company shall not,
               however, be required to pay any transfer tax which may be
               payable in respect of any transfer or delivery of Rights
               Certificates to a Person other than, or the issuance or
               delivery of a number of one one-hundredths of a share of
               Preferred Stock (or Common Stock and/or other securities,
               as the case may be) in respect of a name other than that
               of, the registered holder of the Rights Certificates
               evidencing Rights surrendered for exercise or to issue or
               deliver any certificates for a number of one
               one-hundredths of a share of Preferred Stock (or Common
               Stock and/or other securities, as the case may be) in a
               name other than that of the registered holder upon the
               exercise of any Rights until such tax shall have been
               paid (any such tax being payable by the holder of such
               Rights Certificate at the time of surrender) or until it
               has been established to the Company's satisfaction that
               no such tax is due. 

                         Section 10.  Preferred Stock Record Date.  Each
               person in whose name any certificate for a number of one
               one-hundredths of a share of Preferred Stock (or Common
               Stock and/or other securities, as the case may be) is
               issued upon the exercise of Rights shall for all purposes
               be deemed to have become the holder of record of such
               fractional shares of Preferred Stock (or Common Stock
               and/or other securities, as the case may be) represented
               thereby on, and such certificate shall be dated, the date
               upon which the Rights Certificate evidencing such Rights
               was duly surrendered and payment of the Purchase Price
               (and all applicable transfer taxes) was made; provided,
               however, that if the date of such surrender and payment
               is a date upon which the Preferred Stock (or Common Stock
               and/or other securities, as the case may be) transfer
               books of the Company are closed, such Person shall be
               deemed to have become the record holder of such shares
               (fractional or otherwise) on, and such certificate shall
               be dated, the next succeeding Business Day on which the
               Preferred Stock (or Common Stock and/or other securities,
               as the case may be) transfer books of the Company are
               open.  Prior to the exercise of the Rights evidenced
               thereby, the holder of a Rights Certificate shall not be
               entitled to any rights of a stockholder of the Company
               with respect to shares for which the Rights shall be
               exercisable, including, without limitation, the right to
               vote, to receive dividends or other distributions or to
               exercise any preemptive rights, and shall not be entitled
               to receive any notice of any proceedings of the Company,
               except as provided herein. 

                         Section 11.  Adjustment of Purchase Price,
               Number and Kind of Shares or Number of Rights.  The
               Purchase Price, the number and kind of shares covered by
               each Right and the number of Rights outstanding are
               subject to adjustment from time to time as provided in
               this Section 11. 

                                   (a)(i)  In the event the Company
                    shall at any time after the date of this
                    Agreement (A) declare a dividend on the
                    Preferred Stock payable in shares of Preferred
                    Stock, (B) subdivide the outstanding Preferred
                    Stock, (C) combine the outstanding Preferred
                    Stock into a smaller number of shares, or (D)
                    issue any shares of its capital stock in a
                    reclassification of the Preferred Stock
                    (including any such reclassification in
                    connection with a consolidation or merger in
                    which the Company is the continuing or
                    surviving corporation), except as otherwise
                    provided in this Section 11(a) and Section 7(e)
                    hereof, the Purchase Price in effect at the
                    time of the record date for such dividend or of
                    the effective date of such subdivision,
                    combination or reclassification, and the number
                    and kind of shares of Preferred Stock or
                    capital stock, as the case may be, issuable on
                    such date, shall be proportionately adjusted so
                    that the holder of any Right exercised after
                    such time shall be entitled to receive, upon
                    payment of the Purchase Price then in effect,
                    the aggregate number and kind of shares of
                    Preferred Stock or capital stock, as the case
                    may be, which, if such Right had been exercised
                    immediately prior to such date and at a time
                    when the Preferred Stock transfer books of the
                    Company were open, he would have owned upon
                    such exercise and been entitled to receive by
                    virtue of such dividend, subdivision,
                    combination or reclassification.  If an event
                    occurs which would require an adjustment under
                    both this Section 11(a)(i) and Section
                    11(a)(ii) hereof, the adjustment provided for
                    in this Section 11(a)(i) shall be in addition
                    to, and shall be made prior to, any adjustment
                    required pursuant to Section 11(a)(ii) hereof.

                              (ii)  In the event that any Person
                    (other than the Company, any Subsidiary of the
                    Company, any employee benefit plan of the
                    Company or of any Subsidiary of the Company, or
                    any Person or entity organized, appointed or
                    established by the Company for or pursuant to
                    the terms of any such plan), alone or together
                    with its Affiliates and Associates, shall, at
                    any time after the Rights Dividend Declaration
                    Date, become the Beneficial Owner of 15% or
                    more of the shares of Common Stock then
                    outstanding, unless the event causing the 15%
                    threshold to be crossed is a transaction set
                    forth in Section 13(a) hereof, or is an
                    acquisition of shares of Common Stock pursuant
                    to a tender offer or an exchange offer for all
                    outstanding shares of Common Stock at a price
                    and on terms determined by at least a majority
                    of the members of the Board who are not
                    officers of the Company and who are not
                    representatives, nominees, Affiliates or
                    Associates of an Acquiring Person, after
                    receiving advice from one or more investment
                    banking firms, to be (a) at a price which is
                    fair to the Company's stockholders (taking into
                    account all factors which such members of the
                    Board deem relevant including, without
                    limitation, prices which could reasonably be
                    achieved if the Company or its assets were sold
                    on an orderly basis designed to realize maximum
                    value) and (b) otherwise in the best interests
                    of the Company and its stockholders
                    (hereinafter a "Qualifying Offer"), then,
                    promptly following the occurrence of any event
                    described in Section 11(a)(ii) hereof, proper
                    provision shall be made so that each holder of
                    a Right (except as provided below and in
                    Section 7(e) hereof) shall thereafter have the
                    right to receive, upon exercise thereof at the
                    then current Purchase Price in accordance with
                    the terms of this Agreement, in lieu of a
                    number of one one-hundredths of a share of
                    Preferred Stock, such number of shares of
                    Common Stock of the Company as shall equal the
                    result obtained by (x) multiplying the then
                    current Purchase Price by the then number of
                    one one-hundredths of a share of Preferred
                    Stock for which a Right was exercisable
                    immediately prior to the first occurrence of a
                    Section 11(a)(ii) Event, and (y) dividing that
                    product (which, following such first
                    occurrence, shall thereafter be referred to as
                    the "Purchase Price" for each Right and for all
                    purposes of this Agreement) by 50% of the
                    current market price (determined pursuant to
                    Section 11(d) hereof) per share of Common Stock
                    on the date of such first occurrence (such
                    number of shares, the "Adjustment Shares"). 

                              (iii)  In the event that the number
                    of shares of Common Stock which are authorized
                    by the Company's certificate of incorporation
                    but not outstanding or reserved for issuance
                    for purposes other than upon exercise of the
                    Rights are not sufficient to permit the
                    exercise in full of the Rights in accordance
                    with the foregoing subparagraph (ii) of this
                    Section 11(a), the Company shall (A) determine
                    the excess of (1) the value of the Adjustment
                    Shares issuable upon the exercise of a Right
                    (the "Current Value") over (2) the Purchase
                    Price (such excess, the "Spread"), and (B) with
                    respect to each Right (subject to Section 7(e)
                    hereof), make adequate provision to substitute
                    for the Adjustment Shares, upon the exercise of
                    a Right and payment of the applicable Purchase
                    Price, (1) cash, (2) a reduction in the
                    Purchase Price, (3) Common Stock or other
                    equity securities of the Company (including,
                    without limitation, shares, or units of shares,
                    of preferred stock which the Board has deemed
                    to have the same value as shares of Common
                    Stock (such shares of preferred stock being
                    referred to as "common stock equivalents")),
                    (4) debt securities of the Company, (5) other
                    assets, or (6) any combination of the
                    foregoing, having an aggregate value equal to
                    the Current Value, where such aggregate value
                    has been determined by the Board based upon the
                    advice of a nationally recognized investment
                    banking firm selected by the Board; provided,
                    however, that if the Company shall not have
                    made adequate provision to deliver value
                    pursuant to clause (B) above within thirty (30)
                    days following the later of (x) the first
                    occurrence of a Section 11(a)(ii) Event and (y)
                    the date on which the Company's right of
                    redemption pursuant to Section 23(a) expires
                    (the later of (x) and (y) being referred to
                    herein as the "Section 11(a)(ii) Trigger
                    Date"), then the Company shall be obligated to
                    deliver, upon the surrender for exercise of a
                    Right and without requiring payment of the
                    Purchase Price, shares of Common Stock (to the
                    extent available) and then, if necessary, cash,
                    which shares and/or cash have an aggregate
                    value equal to the Spread.  If the Board shall
                    determine in good faith that it is likely that
                    sufficient additional shares of Common Stock
                    could be authorized for issuance upon exercise
                    in full of the Rights, the thirty (30) day
                    period set forth above may be extended to the
                    extent necessary, but not more than ninety (90)
                    days after the Section 11(a)(ii) Trigger Date,
                    in order that the Company may seek shareholder
                    approval for the authorization of such
                    additional shares (such period, as it may be
                    extended, the "Substitution Period").  To the
                    extent that the Company determines that some
                    action need be taken pursuant to the first
                    and/or second sentences of this Section
                    11(a)(iii), the Company (x) shall provide,
                    subject to Section 7(e) hereof, that such
                    action shall apply uniformly to all outstanding
                    Rights, and (y) may suspend the exercisability
                    of the Rights until the expiration of the
                    Substitution Period in order to seek any
                    authorization of additional shares and/or to
                    decide the appropriate form of distribution to
                    be made pursuant to such first sentence and to
                    determine the value thereof.  In the event of
                    any such suspension, the Company shall issue a
                    public announcement stating that the
                    exercisability of the Rights has been
                    temporarily suspended, as well as a public
                    announcement at such time as the suspension is
                    no longer in effect.  For purposes of this
                    Section 11(a)(iii), the value of the Common
                    Stock shall be the current market price (as
                    determined pursuant to Section 11(d) hereof)
                    per share of the Common Stock on the Section
                    11(a)(ii) Trigger Date and the value of any
                    "common stock equivalent" shall be deemed to
                    have the same value as the Common Stock on such
                    date.  Notwithstanding the foregoing provisions
                    of this subparagraph (iii), in the event that,
                    pursuant to this subparagraph (iii), upon the
                    exercise of the Rights the Company shall be
                    required to deliver value in any form other
                    than shares of Common Stock, such value shall
                    be delivered only to the extent and at the time
                    that, if required, the approval by appropriate
                    financial regulatory authorities with
                    supervisory jurisdiction over the Company and
                    its financial Subsidiaries of such delivery of
                    such value shall have been obtained.

                              (b)  In case the Company shall fix a
               record date for the issuance of rights, options or
               warrants to all holders of Preferred Stock entitling them
               to subscribe for or purchase (for a period expiring
               within  forty-five (45) calendar days after such record
               date) Preferred Stock (or shares having the same rights,
               privileges and preferences as the shares of Preferred
               Stock ("equivalent preferred stock")) or securities
               convertible into Preferred Stock or equivalent preferred
               stock at a price per share of Preferred Stock or per
               share of equivalent preferred stock (or having a
               conversion price per share, if a security convertible
               into Preferred Stock or equivalent preferred stock) less
               than the current market price (as determined pursuant to
               Section 11(d) hereof) per share of Preferred Stock on
               such record date, the Purchase Price to be in effect
               after such record date shall be determined by multiplying
               the Purchase Price in effect immediately prior to such
               record date by a fraction, the numerator of which shall
               be the number of shares of Preferred Stock outstanding on
               such record date, plus the number of shares of Preferred
               Stock which the aggregate offering price of the total
               number of shares of Preferred Stock and/or equivalent
               preferred stock so to be offered (and/or the aggregate
               initial conversion price of the convertible securities so
               to be offered) would purchase at such current market
               price, and the denominator of which shall be the number
               of shares of Preferred Stock outstanding on such record
               date, plus the number of additional shares of Preferred
               Stock and/or equivalent preferred stock to be offered for
               subscription or purchase (or into which the convertible
               securities so to be offered are initially convertible). 
               In case such subscription price may be paid by delivery
               of consideration part or all of which may be in a form
               other than cash, the value of such consideration shall be
               as determined in good faith by the Board, whose
               determination shall be described in a statement filed
               with the Rights Agent and shall be binding on the Rights
               Agent and the holders of the Rights.  Shares of Preferred
               Stock owned by or held for the account of the Company
               shall not be deemed outstanding for the purpose of any
               such computation.  Such adjustment shall be made
               successively whenever such a record date is fixed, and in
               the event that such rights or warrants are not so issued,
               the Purchase Price shall be adjusted to be the Purchase
               Price which would then be in effect if such record date
               had not been fixed. 

                              (c)  In case the Company shall fix a
               record date for a distribution to all holders of
               Preferred Stock (including any such distribution made in
               connection with a consolidation or merger in which the
               Company is the continuing corporation) of evidences of
               indebtedness, cash (other than a regular quarterly cash
               dividend out of the earnings or retained earnings of the
               Company), assets (other than a dividend payable in
               Preferred Stock, but including any dividend payable in
               stock other than Preferred Stock) or subscription rights
               or warrants (excluding those referred to in Section 11(b)
               hereof), the Purchase Price to be in effect after such
               record date shall be determined by multiplying the
               Purchase Price in effect immediately prior to such record
               date by a fraction, the numerator of which shall be the
               current market price (as determined pursuant to Section
               11(d) hereof) per share of Preferred Stock on such record
               date, less the fair market value (as determined in good
               faith by the Board of Directors of the Company, whose
               determination shall be described in a statement filed
               with the Rights Agent) of the portion of the cash, assets
               or evidences of indebtedness so to be distributed or of
               such subscription rights or warrants applicable to a
               share of Preferred Stock and the denominator of which
               shall be such current market price (as determined
               pursuant to Section 11(d) hereof) per share of Preferred
               Stock.  Such adjustments shall be made successively
               whenever such a record date is fixed, and in the event
               that such distribution is not so made, the Purchase Price
               shall be adjusted to be the Purchase Price which would
               have been in effect if such record date had not been
               fixed. 

                              (d)(i)  For the purpose of any computation
               hereunder, other than computations made pursuant to
               Section 11(a)(iii) hereof, the "current market price" per
               share of Common Stock on any date shall be deemed to be
               the average of the daily closing prices per share of such
               Common Stock for the thirty (30) consecutive Trading Days
               (as such term is hereinafter defined) immediately prior
               to such date, and for purposes of computations made
               pursuant to Section 11(a)(iii) hereof, the "current
               market price" per share of Common Stock on any date shall
               be deemed to be the average of the daily closing prices
               per share of such Common Stock for the ten (10)
               consecutive Trading Days immediately following such date;
               provided, however, that in the event that the current
               market price per share of the Common Stock is determined
               during a period following the announcement by the issuer
               of such Common Stock of (A) a dividend or distribution on
               such Common Stock payable in shares of such Common Stock
               or securities convertible into shares of such Common
               Stock (other than the Rights), or (B) any subdivision,
               combination or reclassification of such Common Stock, and
               prior to the expiration of the requisite thirty (30)
               Trading Day or ten (10) Trading Day period, as set forth
               above, after the ex-dividend date for such dividend or
               distribution, or the record date for such subdivision,
               combination or reclassification, then, and in each such
               case, the "current market price" shall be properly
               adjusted to take into account ex-dividend trading.  The
               closing price for each day shall be the last sale price,
               regular way, or, in case no such sale takes place on such
               day, the average of the closing bid and asked prices,
               regular way, in either case as reported in the principal
               consolidated transaction reporting system with respect to
               securities listed or admitted to trading on the New York
               Stock Exchange or, if the shares of Common Stock are not
               listed or admitted to trading on the New York Stock
               Exchange, as reported in the principal consolidated
               transaction reporting system with respect to securities
               listed on the principal national securities exchange on
               which the shares of Common Stock are listed or admitted
               to trading or, if the shares of Common Stock are not
               listed or admitted to trading on any national securities
               exchange, the last quoted price or, if not so quoted, the
               average of the high bid and low asked prices in the
               over-the-counter market, as reported by the National
               Association of Securities Dealers, Inc. Automated
               Quotation System ("NASDAQ") or such other system then in
               use, or, if on any such date the shares of Common Stock
               are not quoted by any such organization, the average of
               the closing bid and asked prices as furnished by a
               professional market maker making a market in the Common
               Stock selected by the Board.  If on any such date no
               market maker is making a market in the Common Stock, the
               fair value of such shares on such date as determined in
               good faith by the Board shall be used.  The term "Trading
               Day" shall mean a day on which the principal national
               securities exchange on which the shares of Common Stock
               are listed or admitted to trading is open for the
               transaction of business or, if the shares of Common Stock
               are not listed or admitted to trading on any national
               securities exchange, a Business Day.  If the Common Stock
               is not publicly held or not so listed or traded, "current
               market price" per share shall mean the fair value per
               share as determined in good faith by the Board, whose
               determination shall be described in a statement filed
               with the Rights Agent and shall be conclusive for all
               purposes. 

                              (ii)  For the purpose of any computation
               hereunder, the "current market price" per share of
               Preferred Stock shall be determined in the same manner as
               set forth above for the Common Stock in clause (i) of
               this Section 11(d) (other than the last sentence
               thereof).  If the "current market price" per share of
               Preferred Stock cannot be determined in the manner
               provided above or if the Preferred Stock is not publicly
               held or listed or traded in a manner described in clause
               (i) of this Section 11(d), the "current market price" per
               share of Preferred Stock shall be conclusively deemed to
               be an amount equal to 100 (as such number may be
               appropriately adjusted for such events as stock splits,
               stock dividends and recapitalizations with respect to the
               Common Stock occurring after the date of this Agreement)
               multiplied by the current market price per share of the
               Common Stock.  If neither the Common Stock nor the
               Preferred Stock is publicly held or so listed or traded,
               "current market price" per share of the Preferred Stock
               shall mean the fair value per share as determined in good
               faith by the Board, whose determination shall be
               described in a statement filed with the Rights Agent and
               shall be conclusive for all purposes.  For all purposes
               of this Agreement, the "current market price" of one one-
               hundredth of a share of Preferred Stock shall be equal to
               the "current market price" of one share of Preferred
               Stock divided by 100. 

                              (e)  Anything herein to the contrary
               notwithstanding, no adjustment in the Purchase Price
               shall be required unless such adjustment would require an
               increase or decrease of at least one percent (1%) in the
               Purchase Price; provided, however, that any adjustments
               which by reason of this Section 11(e) are not required to
               be made shall be carried forward and taken into account
               in any subsequent adjustment.  All calculations under
               this Section 11 shall be made to the nearest cent or to
               the nearest ten-thousandth of a share of Common Stock or
               other share or one-millionth of a share of Preferred
               Stock, as the case may be.  Notwithstanding the first
               sentence of this Section 11(e), any adjustment required
               by this Section 11 shall be made no later than the
               earlier of (i) three (3) years from the date of the
               transaction which mandates such adjustment, or (ii) the
               Expiration Date. 

                              (f)  If as a result of an adjustment made
               pursuant to Section 11(a)(ii) or Section 13(a) hereof,
               the holder of any Right thereafter exercised shall become
               entitled to receive any shares of capital stock other
               than Preferred Stock, thereafter the number of such other
               shares so receivable upon exercise of any Right and the
               Purchase Price thereof shall be subject to adjustment
               from time to time in a manner and on terms as nearly
               equivalent as practicable to the provisions with respect
               to the Preferred Stock contained in Sections 11(a), (b),
               (c), (e), (g), (h), (i), (j), (k) and (m), and the
               provisions of Sections 7, 9, 10, 13 and 14 hereof with
               respect to the Preferred Stock shall apply on like terms
               to any such other shares. 

                              (g)  All Rights originally issued by the
               Company subsequent to any adjustment made to the Purchase
               Price hereunder shall evidence the right to purchase, at
               the adjusted Purchase Price, the number of one
               one-hundredths of a share of Preferred Stock purchasable
               from time to time hereunder upon exercise of the Rights,
               all subject to further adjustment as provided herein. 

                              (h)  Unless the Company shall have
               exercised its election as provided in Section 11(i), upon
               each adjustment of the Purchase Price as a result of the
               calculations made in Sections 11(b) and (c), each Right
               outstanding immediately prior to the making of such
               adjustment shall thereafter evidence the right to
               purchase, at the adjusted Purchase Price, that number of
               one one-hundredths of a share of Preferred Stock
               (calculated to the nearest one-millionth) obtained by (i)
               multiplying (x) the number of one one-hundredths of a
               share covered by a Right immediately prior to this
               adjustment, by (y) the Purchase Price in effect
               immediately prior to such adjustment of the Purchase
               Price, and (ii) dividing the product so obtained by the
               Purchase Price in effect immediately after such
               adjustment of the Purchase Price. 

                              (i)  The Company may elect on or after the
               date of any adjustment of the Purchase Price to adjust
               the number of Rights, in lieu of any adjustment in the
               number of one one-hundredths of a share of Preferred
               Stock purchasable upon the exercise of a Right.  Each of
               the Rights outstanding after the adjustment in the number
               of Rights shall be exercisable for the number of one
               one-hundredths of a share of Preferred Stock for which a
               Right was exercisable immediately prior to such
               adjustment.  Each Right held of record prior to such
               adjustment of the number of Rights shall become that
               number of Rights (calculated to the nearest
               one-ten-thousandth) obtained by dividing the Purchase
               Price in effect immediately prior to adjustment of the
               Purchase Price by the Purchase Price in effect
               immediately after adjustment of the Purchase Price.  The
               Company shall make a public announcement of its election
               to adjust the number of Rights, indicating the record
               date for the adjustment, and, if known at the time, the
               amount of the adjustment to be made.  This record date
               may be the date on which the Purchase Price is adjusted
               or any day thereafter, but, if the Rights Certificates
               have been issued, shall be at least ten (10) days later
               than the date of the public announcement.  If Rights
               Certificates have been issued, upon each adjustment of
               the number of Rights pursuant to this Section 11(i), the
               Company shall, as promptly as practicable, cause to be
               distributed to holders of record of Rights Certificates
               on such record date Rights Certificates evidencing,
               subject to Section 14 hereof, the additional Rights to
               which such holders shall be entitled as a result of such
               adjustment, or, at the option of the Company, shall cause
               to be distributed to such holders of record in
               substitution and replacement for the Rights Certificates
               held by such holders prior to the date of adjustment, and
               upon surrender thereof, if required by the Company, new
               Rights Certificates evidencing all the Rights to which
               such holders shall be entitled after such adjustment. 
               Rights Certificates so to be distributed shall be issued,
               executed and countersigned in the manner provided for
               herein (and may bear, at the option of the Company, the
               adjusted Purchase Price) and shall be registered in the
               names of the holders of record of Rights Certificates on
               the record date specified in the public announcement. 

                              (j)  Irrespective of any adjustment or
               change in the Purchase Price or the number of one one-
               hundredths of a share of Preferred Stock issuable upon
               the exercise of the Rights, the Rights Certificates
               theretofore and thereafter issued may continue to express
               the Purchase Price per one one-hundredth of a share and
               the number of one one-hundredths of a share which were
               expressed in the initial Rights Certificates issued
               hereunder. 

                              (k)  Before taking any action that would
               cause an adjustment reducing the Purchase Price below the
               then stated value, if any, of the number of one
               one-hundredths of a share of Preferred Stock issuable
               upon exercise of the Rights, the Company shall take any
               corporate action which may, in the opinion of its
               counsel, be necessary in order that the Company may
               validly and legally issue fully paid and nonassessable
               such number of one one-hundredths of a share of Preferred
               Stock at such adjusted Purchase Price. 

                              (l)  In any case in which this Section 11
               shall require that an adjustment in the Purchase Price be
               made effective as of a record date for a specified event,
               the Company may elect to defer until the occurrence of
               such event the issuance to the holder of any Right
               exercised after such record date the number of one one-
               hundredths of a share of Preferred Stock and other
               capital stock or securities of the Company, if any,
               issuable upon such exercise over and above the number of
               one one-hundredths of a share of Preferred Stock and
               other capital stock or securities of the Company, if any,
               issuable upon such exercise on the basis of the Purchase
               Price in effect prior to such adjustment; provided,
               however, that the Company shall deliver to such holder a
               due bill or other appropriate instrument evidencing such
               holder's right to receive such additional shares
               (fractional or otherwise) or securities upon the
               occurrence of the event requiring such adjustment. 

                              (m)  Anything in this Section 11 to the
               contrary notwithstanding, the Company shall be entitled
               to make such reductions in the Purchase Price, in
               addition to those adjustments expressly required by this
               Section 11, as and to the extent that in its good faith
               judgment the Board shall determine to be advisable in
               order that any (i) consolidation or subdivision of the
               Preferred Stock, (ii) issuance wholly for cash of any
               shares of Preferred Stock at less than the current market
               price, (iii) issuance wholly for cash of shares of
               Preferred Stock or securities which by their terms are
               convertible into or exchangeable for shares of Preferred
               Stock, (iv) stock dividends or (v) issuance of rights,
               options or warrants referred to in this Section 11,
               hereafter made by the Company to holders of its Preferred
               Stock shall not be taxable to such stockholders. 

                              (n)  The Company covenants and agrees that
               it shall not, at any time after the Distribution Date,
               (i) consolidate with any other Person (other than a
               Subsidiary of the Company in a transaction which complies
               with Section 11(o) hereof), (ii) merge with or into any
               other Person (other than a Subsidiary of the Company in a
               transaction which complies with Section 11(o) hereof), or
               (iii) sell or transfer (or permit any Subsidiary to sell
               or transfer), in one transaction, or a series of related
               transactions, assets or earning power aggregating more
               than 50% of the assets or earning power of the Company
               and its Subsidiaries (taken as a whole) to any other
               Person or Persons (other than the Company and/or any of
               its Subsidiaries in one or more transactions each of
               which complies with Section 11(o) hereof), if (x) at the
               time of or immediately after such consolidation, merger
               or sale there are any rights, warrants or other
               instruments or securities outstanding or agreements in
               effect which would substantially diminish or otherwise
               eliminate the benefits intended to be afforded by the
               Rights or (y) prior to, simultaneously with or
               immediately after such consolidation, merger or sale, the
               shareholders of the Person who constitutes, or would
               constitute, the "Principal Party" for purposes of Section
               13(a) hereof shall have received a distribution of Rights
               previously owned by such Person or any of its Affiliates
               and Associates. 

                              (o)  The Company covenants and agrees
               that, after the Distribution Date, it will not, except as
               permitted by Section 23 or Section 26 hereof, take (or
               permit any Subsidiary to take) any action if at the time
               such action is taken it is reasonably foreseeable that
               such action will diminish substantially or otherwise
               eliminate the benefits intended to be afforded by the
               Rights. 

                              (p)  Anything in this Agreement to the
               contrary notwithstanding, in the event that the Company
               shall at any time after the Rights Dividend Declaration
               Date and prior to the Distribution Date (i) declare a
               dividend on the outstanding shares of Common Stock
               payable in shares of Common Stock, (ii) subdivide the
               outstanding shares of Common Stock, or (iii) combine the
               outstanding shares of Common Stock into a smaller number
               of shares, the number of Rights associated with each
               share of Common Stock then outstanding, or issued or
               delivered thereafter but prior to the Distribution Date,
               shall be proportionately adjusted so that the number of
               Rights thereafter associated with each share of Common
               Stock following any such event shall equal the result
               obtained by multiplying the number of Rights associated
               with each share of Common Stock immediately prior to such
               event by a fraction the numerator of which shall be the
               total number of shares of Common Stock outstanding
               immediately prior to the occurrence of the event and the
               denominator of which shall be the total number of shares
               of Common Stock outstanding immediately following the
               occurrence of such event. 

                         Section 12.  Certificate of Adjusted Purchase
               Price or Number of Shares.  Whenever an adjustment is
               made as provided in Section 11 and Section 13 hereof, the
               Company shall (a) promptly prepare a certificate setting
               forth such adjustment and a brief statement of the facts
               accounting for such adjustment, (b) promptly file with
               the Rights Agent, and with each transfer agent for the
               Preferred Stock and the Common Stock, a copy of such
               certificate, and (c) mail a brief summary thereof to each
               holder of a Rights Certificate (or, if prior to the
               Distribution Date, to each holder of a certificate
               representing shares of Common Stock) in accordance with
               Section 25 hereof.  The Rights Agent shall be fully
               protected in relying on any such certificate and on any
               adjustment therein contained. 

                         Section 13.  Consolidation, Merger or Sale or
               Transfer of Assets or Earning Power. 

                              (a)  In the event that, following the
               Stock Acquisition Date, directly or indirectly, (x) the
               Company shall consolidate with, or merge with and into,
               any other Person (other than a Subsidiary of the Company
               in a transaction which complies with Section 11(o)
               hereof), and the Company shall not be the continuing or
               surviving corporation of such consolidation or merger,
               (y) any Person (other than a Subsidiary of the Company in
               a transaction which complies with Section 11(o) hereof)
               shall consolidate with, or merge with or into, the
               Company, and the Company shall be the continuing or
               surviving corporation of such consolidation or merger
               and, in connection with such consolidation or merger, all
               or part of the outstanding shares of Common Stock shall
               be changed into or exchanged for stock or other
               securities of any other Person or cash or any other
               property, or (z) the Company shall sell or otherwise
               transfer (or one or more of its Subsidiaries shall sell
               or otherwise transfer), in one transaction or a series of
               related transactions, assets or earning power aggregating
               more than 50% of the assets or earning power of the
               Company and its Subsidiaries (taken as a whole) to any
               Person or Persons (other than the Company or any
               Subsidiary of the Company in one or more transactions
               each of which complies with Section 11(o) hereof), then,
               and in each such case (except as may be contemplated by
               Section 13(d) hereof) proper provision shall be made so
               that:  (i) each holder of a Right, except as provided in
               Section 7(e) hereof, shall thereafter have the right to
               receive, upon the exercise thereof at the then current
               Purchase Price in accordance with the terms of this
               Agreement, such number of validly authorized and issued,
               fully paid, non-assessable and freely tradeable shares of
               Common Stock of the Principal Party (as such term is
               hereinafter defined), not subject to any liens,
               encumbrances, rights of first refusal or other adverse
               claims, as shall be equal to the result obtained by (1)
               multiplying the then current Purchase Price by the number
               of one one-hundredths of a share of Preferred Stock for
               which a Right is exercisable immediately prior to the
               first occurrence of a Section 13 Event (or, if a Section
               11(a)(ii) Event has occurred prior to the first
               occurrence of a Section 13 Event, multiplying the number
               of such one one-hundredths of a share for which a Right
               was exercisable immediately prior to the first occurrence
               of a Section 11(a)(ii) Event by the Purchase Price in
               effect immediately prior to such first occurrence), and
               dividing that product (which, following the first
               occurrence of a Section 13 Event, shall be referred to as
               the "Purchase Price" for each Right and for all purposes
               of this Agreement) by (2) 50% of the current market price
               (determined pursuant to Section 11(d)(i) hereof) per
               share of the Common Stock of such Principal Party on the
               date of consummation of such Section 13 Event; (ii) such
               Principal Party shall thereafter be liable for, and shall
               assume, by virtue of such Section 13 Event, all the
               obligations and duties of the Company pursuant to this
               Agreement; (iii) the term "Company" shall thereafter be
               deemed to refer to such Principal Party, it being
               specifically intended that the provisions of Section 11
               hereof shall apply only to such Principal Party following
               the first occurrence of a Section 13 Event; (iv) such
               Principal Party shall take such steps (including, but not
               limited to, the reservation of a sufficient number of
               shares of its Common Stock) in connection with the
               consummation of any such transaction as may be necessary
               to assure that the provisions hereof shall thereafter be
               applicable, as nearly as reasonably may be, in relation
               to its shares of Common Stock thereafter deliverable upon
               the exercise of the Rights; and (v) the provisions of
               Section 11(a)(ii) hereof shall be of no effect following
               the first occurrence of any Section 13 Event. 

                              (b)  "Principal Party" shall mean:

                                   (i)  in the case of any
                    transaction described in clause (x) or (y) of
                    the first sentence of Section 13(a), the Person
                    that is the issuer of any securities into which
                    shares of Common Stock of the Company are
                    converted in such merger or consolidation, and
                    if no securities are so issued, the Person that
                    is the other party to such merger or
                    consolidation; and

                                   (ii)  in the case of any
                    transaction described in clause (z) of the
                    first sentence of Section 13(a), the Person
                    that is the party receiving the greatest
                    portion of the assets or earning power
                    transferred pursuant to such transaction or
                    transactions; 

               provided, however, that in any such case, (1) if the
               Common Stock of such Person is not at such time and has
               not been continuously over the preceding twelve (12)
               month period registered under Section 12 of the Exchange
               Act, and such Person is a direct or indirect Subsidiary
               of another Person the Common Stock of which is and has
               been so registered, "Principal Party" shall refer to such
               other Person; and (2) in case such Person is a
               Subsidiary, directly or indirectly, of more than one
               Person, the Common Stocks of two or more of which are and
               have been so registered, "Principal Party" shall refer to
               whichever of such Persons is the issuer of the Common
               Stock having the greatest aggregate market value. 

                              (c)  The Company shall not consummate any
               such consolidation, merger, sale or transfer unless the
               Principal Party shall have a sufficient number of
               authorized shares of its Common Stock which have not been
               issued or reserved for issuance to permit the exercise in
               full of the Rights in accordance with this Section 13 and
               unless prior thereto the Company and such Principal Party
               shall have executed and delivered to the Rights Agent a
               supplemental agreement providing for the terms set forth
               in paragraphs (a) and (b) of this Section 13 and further
               providing that, as soon as practicable after the date of
               any consolidation, merger or sale of assets mentioned in
               paragraph (a) of this Section 13, the Principal Party
               will:

                                   (i)  prepare and file a
                    registration statement under the Act, with
                    respect to the Rights and the securities
                    purchasable upon exercise of the Rights on an
                    appropriate form, and will use its best efforts
                    to cause such registration statement to (A)
                    become effective as soon as practicable after
                    such filing and (B) remain effective (with a
                    prospectus at all times meeting the
                    requirements of the Act) until the Expiration
                    Date; and 

                                   (ii)  will deliver to holders of
                    the Rights historical financial statements for
                    the Principal Party and each of its Affiliates
                    which comply in all respects with the
                    requirements for registration on Form 10 under
                    the Exchange Act. 

               The provisions of this Section 13 shall similarly apply
               to successive mergers or consolidations or sales or other
               transfers.  In the event that a Section 13 Event shall
               occur at any time after the occurrence of a Section
               11(a)(ii) Event, the Rights which have not theretofore
               been exercised shall thereafter become exercisable in the
               manner described in Section 13(a). 

                              (d) Notwithstanding anything in this
               Agreement to the contrary, this Section 13 shall not be
               applicable to a transaction described in subparagraphs
               (x) and (y) of Section 13(a) if (i) such transaction is
               consummated with a Person or Persons who acquired shares
               of Common Stock pursuant to a Qualifying Offer (or a
               wholly owned subsidiary of any such Person or Persons),
               (ii) the price per share of Common Stock offered in such
               transaction is not less than the price per share of
               Common Stock paid to all holders of shares of Common
               Stock whose shares were purchased pursuant to such
               Qualifying Offer and (iii) the form of consideration
               being offered to the remaining holders of shares of
               Common Stock pursuant to such transaction is the same as
               the form of consideration paid pursuant to such
               Qualifying Offer.  Upon consummation of any such
               transaction contemplated by this Section 13(d), all
               Rights hereunder shall expire.

                         Section 14.  Fractional Rights and Fractional
               Shares. 

                              (a)  The Company shall not be required to
               issue fractions of Rights, except prior to the
               Distribution Date as provided in Section 11(p) hereof, or
               to distribute Rights Certificates which evidence
               fractional Rights.  In lieu of such fractional Rights,
               there shall be paid to the registered holders of the
               Rights Certificates with regard to which such fractional
               Rights would otherwise be issuable, an amount in cash
               equal to the same fraction of the current market value of
               a whole Right.  For purposes of this Section 14(a), the
               current market value of a whole Right shall be the
               closing price of the Rights for the Trading Day
               immediately prior to the date on which such fractional
               Rights would have been otherwise issuable.  The closing
               price of the Rights for any day shall be the last sale
               price, regular way, or, in case no such sale takes place
               on such day, the average of the closing bid and asked
               prices, regular way, in either case as reported in the
               principal consolidated transaction reporting system with
               respect to securities listed or admitted to trading on
               the New York Stock Exchange or, if the Rights are not
               listed or admitted to trading on the New York Stock
               Exchange, as reported in the principal consolidated
               transaction reporting system with respect to securities
               listed on the principal national securities exchange on
               which the Rights are listed or admitted to trading, or if
               the Rights are not listed or admitted to trading on any
               national securities exchange, the last quoted price or,
               if not so quoted, the average of the high bid and low
               asked prices in the over-the-counter market, as reported
               by NASDAQ or such other system then in use or, if on any
               such date the Rights are not quoted by any such
               organization, the average of the closing bid and asked
               prices as furnished by a professional market maker making
               a market in the Rights selected by the Board of Directors
               of the Company.  If on any such date no such market maker
               is making a market in the Rights the fair value of the
               Rights on such date as determined in good faith by the
               Board of Directors of the Company shall be used. 

                              (b)  The Company shall not be required to
               issue fractions of shares of Preferred Stock (other than
               fractions which are integral multiples of one
               one-hundredth of a share of Preferred Stock) upon
               exercise of the Rights or to distribute certificates
               which evidence fractional shares of Preferred Stock
               (other than fractions which are integral multiples of one
               one-hundredth of a share of Preferred Stock).  In lieu of
               fractional shares of Preferred Stock that are not
               integral multiples of one one-hundredth of a share of
               Preferred Stock, the Company may pay to the registered
               holders of Rights Certificates at the time such Rights
               are exercised as herein provided an amount in cash equal
               to the same fraction of the current market value of one
               one-hundredth of a share of Preferred Stock.  For
               purposes of this Section 14(b), the current market value
               of one one-hundredth of a share of Preferred Stock shall
               be one one-hundredth of the closing price of a share of
               Preferred Stock (as determined pursuant to Section
               11(d)(ii) hereof) for the Trading Day immediately prior
               to the date of such exercise. 

                              (c)  Following the occurrence of a
               Triggering Event, the Company shall not be required to
               issue fractions of shares of Common Stock upon exercise
               of the Rights or to distribute certificates which
               evidence fractional shares of Common Stock.  In lieu of
               fractional shares of Common Stock, the Company may pay to
               the registered holders of Rights Certificates at the time
               such Rights are exercised as herein provided an amount in
               cash equal to the same fraction of the current market
               value of one (1) share of Common Stock.  For purposes of
               this Section 14(c), the current market value of one share
               of Common Stock shall be the closing price of one share
               of Common Stock (as determined pursuant to Section
               11(d)(i) hereof) for the Trading Day immediately prior to
               the date of such exercise. 

                              (d)  The holder of a Right by the
               acceptance of the Rights expressly waives his right to
               receive any fractional Rights or any fractional shares
               upon exercise of a Right, except as permitted by this
               Section 14. 

                         Section 15.  Rights of Action.  All rights of
               action in respect of this Agreement are vested in the
               respective registered holders of the Rights Certificates
               (and, prior to the Distribution Date, the registered
               holders of the Common Stock); and any registered holder
               of any Rights Certificate (or, prior to the Distribution
               Date, of the Common Stock), without the consent of the
               Rights Agent or of the holder of any other Rights
               Certificate (or, prior to the Distribution Date, of the
               Common Stock), may, in his own behalf and for his own
               benefit, enforce, and may institute and maintain any
               suit, action or proceeding against the Company to
               enforce, or otherwise act in respect of, his right to
               exercise the Rights evidenced by such Rights Certificate
               in the manner provided in such Rights Certificate and in
               this Agreement.  Without limiting the foregoing or any
               remedies available to the holders of Rights, it is
               specifically acknowledged that the holders of Rights
               would not have an adequate remedy at law for any breach
               of this Agreement and shall be entitled to specific
               performance of the obligations hereunder and injunctive
               relief against actual or threatened violations of the
               obligations hereunder of any Person subject to this
               Agreement. 

                         Section 16.  Agreement of Rights Holders. 
               Every holder of a Right by accepting the same consents
               and agrees with the Company and the Rights Agent and with
               every other holder of a Right that: 

                              (a)  prior to the Distribution Date, the
               Rights will be transferable only in connection with the
               transfer of Common Stock; 

                              (b)  after the Distribution Date, the
               Rights Certificates are transferable only on the registry
               books of the Rights Agent if surrendered at the principal
               office or offices of the Rights Agent designated for such
               purposes, duly endorsed or accompanied by a proper
               instrument of transfer and with the appropriate forms and
               certificates fully executed;  

                              (c)  subject to Section 6(a) and Section
               7(f) hereof, the Company and the Rights Agent may deem
               and treat the person in whose name a Rights Certificate
               (or, prior to the Distribution Date, the associated
               Common Stock certificate) is registered as the absolute
               owner thereof and of the Rights evidenced thereby
               (notwithstanding any notations of ownership or writing on
               the Rights Certificates or the associated Common Stock
               certificate made by anyone other than the Company or the
               Rights Agent) for all purposes whatsoever, and neither
               the Company nor the Rights Agent, subject to the last
               sentence of Section 7(e) hereof, shall be required to be
               affected by any notice to the contrary; and  

                              (d)  notwithstanding anything in this
               Agreement to the contrary, neither the Company nor the
               Rights Agent shall have any liability to any holder of a
               Right or other Person as a result of its inability to
               perform any of its obligations under this Agreement by
               reason of any preliminary or permanent injunction or
               other order, decree or ruling issued by a court of
               competent jurisdiction or by a governmental, regulatory
               or administrative agency or commission, or any statute,
               rule, regulation or executive order promulgated or
               enacted by any governmental authority, prohibiting or
               otherwise restraining performance of such obligation;
               provided, however, the Company must use its best efforts
               to have any such order, decree or ruling lifted or
               otherwise overturned as soon as possible. 

                         Section 17.  Rights Certificate Holder Not
               Deemed a Stockholder.  No holder, as such, of any Rights
               Certificate shall be entitled to vote, receive dividends
               or be deemed for any purpose the holder of the number of
               one one-hundredths of a share of Preferred Stock or any
               other securities of the Company which may at any time be
               issuable on the exercise of the Rights represented
               thereby, nor shall anything contained herein or in any
               Rights Certificate be construed to confer upon the holder
               of any Rights Certificate, as such, any of the rights of
               a stockholder of the Company or any right to vote for the
               election of directors or upon any matter submitted to
               stockholders at any meeting thereof, or to give or
               withhold consent to any corporate action, or to receive
               notice of meetings or other actions affecting
               stockholders (except as provided in Section 24 hereof),
               or to receive dividends or subscription rights, or
               otherwise, until the Right or Rights evidenced by such
               Rights Certificate shall have been exercised in
               accordance with the provisions hereof. 

                         Section 18.  Concerning the Rights Agent. 

                              (a)  The Company agrees to pay to the
               Rights Agent reasonable compensation for all services
               rendered by it hereunder and, from time to time, on
               demand of the Rights Agent, its reasonable expenses and
               counsel fees and disbursements and other disbursements
               incurred in the administration and execution of this
               Agreement and the exercise and performance of its duties
               hereunder.  The Company also agrees to indemnify the
               Rights Agent for, and to hold it harmless against, any
               loss, liability, or expense, incurred without negligence,
               bad faith or willful misconduct on the part of the Rights
               Agent, for anything done or omitted by the Rights Agent
               in connection with the acceptance and administration of
               this Agreement, including the costs and expenses of
               defending against any claim of liability in the premises.

                              (b)  The Rights Agent shall be protected
               and shall incur no liability for or in respect of any
               action taken, suffered or omitted by it in connection
               with its administration of this Agreement in reliance
               upon any Rights Certificate or certificate for Common
               Stock or for other securities of the Company, instrument
               of assignment or transfer, power of attorney,
               endorsement, affidavit, letter, notice, direction,
               consent, certificate, statement, or other paper or
               document believed by it to be genuine and to be signed,
               executed and, where necessary, verified or acknowledged,
               by the proper Person or Persons. 

                         Section 19.  Merger or Consolidation or Change
               of Name of Rights Agent. 

                              (a)  Any corporation into which the Rights
               Agent or any successor Rights Agent may be merged or with
               which it may be consolidated, or any corporation
               resulting from any merger or consolidation to which the
               Rights Agent or any successor Rights Agent shall be a
               party, or any corporation succeeding to the corporate
               trust or stock transfer business of the Rights Agent or
               any successor Rights Agent, shall be the successor to the
               Rights Agent under this Agreement without the execution
               or filing of any paper or any further act on the part of
               any of the parties hereto; provided, however, that such
               corporation would be eligible for appointment as a
               successor Rights Agent under the provisions of Section 21
               hereof.  In case at the time such successor Rights Agent
               shall succeed to the agency created by this Agreement,
               any of the Rights Certificates shall have been
               countersigned but not delivered, any such successor
               Rights Agent may adopt the countersignature of a
               predecessor Rights Agent and deliver such Rights
               Certificates so countersigned; and in case at that time
               any of the Rights Certificates shall not have been
               countersigned, any successor Rights Agent may countersign
               such Rights Certificates either in the name of the
               predecessor or in the name of the successor Rights Agent;
               and in all such cases such Rights Certificates shall have
               the full force provided in the Rights Certificates and in
               this Agreement. 

                              (b)  In case at any time the name of the
               Rights Agent shall be changed and at such time any of the
               Rights Certificates shall have been countersigned but not
               delivered, the Rights Agent may adopt the
               countersignature under its prior name and deliver Rights
               Certificates so countersigned; and in case at that time
               any of the Rights Certificates shall not have been
               countersigned, the Rights Agent may countersign such
               Rights Certificates either in its prior name or in its
               changed name; and in all such cases such Rights
               Certificates shall have the full force provided in the
               Rights Certificates and in this Agreement. 

                         Section 20.  Duties of Rights Agent.  The
               Rights Agent undertakes the duties and obligations
               imposed by this Agreement upon the following terms and
               conditions, by all of which the Company and the holders
               of Rights Certificates, by their acceptance thereof,
               shall be bound: 

                              (a)  The Rights Agent may consult with
               legal counsel (who may be legal counsel for the Company),
               and the opinion of such counsel shall be full and
               complete authorization and protection to the Rights Agent
               as to any action taken or omitted by it in good faith and
               in accordance with such opinion. 

                              (b)  Whenever in the performance of its
               duties under this Agreement the Rights Agent shall deem
               it necessary or desirable that any fact or matter
               (including, without limitation, the identity of any
               Acquiring Person and the determination of "current market
               price") be proved or established by the Company prior to
               taking or suffering any action hereunder, such fact or
               matter (unless other evidence in respect thereof be
               herein specifically prescribed) may be deemed to be
               conclusively proved and established by a certificate
               signed by the Chairman of the Board, the President, any
               Vice President, the Treasurer, any Assistant Treasurer,
               the Secretary or any Assistant Secretary of the Company
               and delivered to the Rights Agent; and such certificate
               shall be full authorization to the Rights Agent for any
               action taken or suffered in good faith by it under the
               provisions of this Agreement in reliance upon such
               certificate. 

                              (c)  The Rights Agent shall be liable
               hereunder only for its own negligence, bad faith or
               willful misconduct. 

                              (d)  The Rights Agent shall not be liable
               for or by reason of any of the statements of fact or
               recitals contained in this Agreement or in the Rights
               Certificates or be required to verify the same (except as
               to its countersignature on such Rights Certificates), but
               all such statements and recitals are and shall be deemed
               to have been made by the Company only. 

                              (e)  The Rights Agent shall not be under
               any responsibility in respect of the validity of this
               Agreement or the execution and delivery hereof (except
               the due execution hereof by the Rights Agent) or in
               respect of the validity or execution of any Rights
               Certificate (except its countersignature thereof); nor
               shall it be responsible for any breach by the Company of
               any covenant or condition contained in this Agreement or
               in any Rights Certificate; nor shall it be responsible
               for any adjustment required under the provisions of
               Section 11 or Section 13 hereof or responsible for the
               manner, method or amount of any such adjustment or the
               ascertaining of the existence of facts that would require
               any such adjustment (except with respect to the exercise
               of Rights evidenced by Rights Certificates after actual
               notice of any such adjustment); nor shall it by any act
               hereunder be deemed to make any representation or
               warranty as to the authorization or reservation of any
               shares of Common Stock or Preferred Stock to be issued
               pursuant to this Agreement or any Rights Certificate or
               as to whether any shares of Common Stock or Preferred
               Stock will, when so issued, be validly authorized and
               issued, fully paid and nonassessable. 

                              (f)  The Company agrees that it will
               perform, execute, acknowledge and deliver or cause to be
               performed, executed, acknowledged and delivered all such
               further and other acts, instruments and assurances as may
               reasonably be required by the Rights Agent for the
               carrying out or performing by the Rights Agent of the
               provisions of this Agreement. 

                              (g)  The Rights Agent is hereby authorized
               and directed to accept instructions with respect to the
               performance of its duties hereunder from the Chairman of
               the Board, the Vice Chairman, the President, any Vice
               President, the Secretary, any Assistant Secretary, the
               Treasurer or any Assistant Treasurer of the Company, and
               to apply to such officers for advice or instructions in
               connection with its duties, and it shall not be liable
               for any action taken or suffered to be taken by it in
               good faith in accordance with instructions of any such
               officer. 

                              (h)  The Rights Agent and any stockholder,
               director, officer or employee of the Rights Agent may
               buy, sell or deal in any of the Rights or other
               securities of the Company or become pecuniarily
               interested in any transaction in which the Company may be
               interested, or contract with or lend money to the Company
               or otherwise act as fully and freely as though it were
               not Rights Agent under this Agreement.  Nothing herein
               shall preclude the Rights Agent from acting in any other
               capacity for the Company or for any other legal entity. 

                              (i)  The Rights Agent may execute and
               exercise any of the rights or powers hereby vested in it
               or perform any duty hereunder either itself or by or
               through its attorneys or agents, and the Rights Agent
               shall not be answerable or accountable for any act,
               default, neglect or misconduct of any such attorneys or
               agents or for any loss to the Company resulting from any
               such act, default, neglect or misconduct; provided,
               however, reasonable care was exercised in the selection
               and continued employment thereof. 

                              (j)  No provision of this Agreement shall
               require the Rights Agent to expend or risk its own funds
               or otherwise incur any financial liability in the
               performance of any of its duties hereunder or in the
               exercise of its rights if there shall be reasonable
               grounds for believing that repayment of such funds or
               adequate indemnification against such risk or liability
               is not reasonably assured to it. 

                              (k)  If, with respect to any Right
               Certificate surrendered to the Rights Agent for exercise
               or transfer, the certificate attached to the form of
               assignment or form of election to purchase, as the case
               may be, has either not been completed or indicates an
               affirmative response to clause 1 and/or 2 thereof, the
               Rights Agent shall not take any further action with
               respect to such requested exercise of transfer without
               first consulting with the Company. 

                         Section 21.  Change of Rights Agent.  The
               Rights Agent or any successor Rights Agent may resign and
               be discharged from its duties under this Agreement upon
               thirty (30) days' notice in writing mailed to the
               Company, and to each transfer agent of the Common Stock
               and Preferred Stock, by registered or certified mail, and
               to the holders of the Rights Certificates by first-class
               mail.  The Company may remove the Rights Agent or any
               successor Rights Agent upon thirty (30) days' notice in
               writing, mailed to the Rights Agent or successor Rights
               Agent, as the case may be, and to each transfer agent of
               the Common Stock and Preferred Stock, by registered or
               certified mail, and to the holders of the Rights
               Certificates by first-class mail.  If the Rights Agent
               shall resign or be removed or shall otherwise become
               incapable of acting, the Company shall appoint a
               successor to the Rights Agent.  If the Company shall fail
               to make such appointment within a period of thirty (30)
               days after giving notice of such removal or after it has
               been notified in writing of such resignation or
               incapacity by the resigning or incapacitated Rights Agent
               or by the holder of a Rights Certificate (who shall, with
               such notice, submit his Rights Certificate for inspection
               by the Company), then any registered holder of any Rights
               Certificate may apply to any court of competent
               jurisdiction for the appointment of a new Rights Agent. 
               Any successor Rights Agent, whether appointed by the
               Company or by such a court, shall be (A) a corporation
               organized and doing business under the laws of the United
               States or of the State of California or New York (or of
               any other state of the United States so long as such
               corporation is authorized to do business as a banking
               institution in the State of California or New York), in
               good standing, having a principal office in the State of
               California or New York, which is authorized under such
               laws to exercise corporate trust or stock transfer powers
               and is subject to supervision or examination by federal
               or state authority and which has at the time of its
               appointment as Rights Agent a combined capital and
               surplus of at least $100,000,000 or (B) an affiliate of a
               corporation described in clause (A) immediately above,
               which affiliate has a combined capital and surplus of at
               least $10,000,000.  After appointment, the successor
               Rights Agent shall be vested with the same powers,
               rights, duties and responsibilities as if it had been
               originally named as Rights Agent without further act or
               deed; but the predecessor Rights Agent shall deliver and
               transfer to the successor Rights Agent any property at
               the time held by it hereunder, and execute and deliver
               any further assurance, conveyance, act or deed necessary
               for the purpose.  Not later than the effective date of
               any such appointment, the Company shall file notice
               thereof in writing with the predecessor Rights Agent and
               each transfer agent of the Common Stock and the Preferred
               Stock, and mail a notice thereof in writing to the
               registered holders of the Rights Certificates.  Failure
               to give any notice provided for in this Section 21,
               however, or any defect therein, shall not affect the
               legality or validity of the resignation or removal of the
               Rights Agent or the appointment of the successor Rights
               Agent, as the case may be. 

                         Section 22.  Issuance of New Rights
               Certificates.  Notwithstanding any of the provisions of
               this Agreement or of the Rights to the contrary, the
               Company may, at its option, issue new Rights Certificates
               evidencing Rights in such form as may be approved by the
               Board to reflect any adjustment or change in the Purchase
               Price and the number or kind or class of shares or other
               securities or property purchasable under the Rights
               Certificates made in accordance with the provisions of
               this Agreement.  In addition, in connection with the
               issuance or sale of shares of Common Stock following the
               Distribution Date and prior to the redemption or
               expiration of the Rights, the Company (a) shall, with
               respect to shares of Common Stock so issued or sold
               pursuant to the exercise of stock options or under any
               employee plan or arrangement, granted or awarded as of
               the Distribution Date, or upon the exercise, conversion
               or exchange of securities hereinafter issued by the
               Company, and (b) may, in any other case, if deemed
               necessary or appropriate by the Board, issue Rights
               Certificates representing the appropriate number of
               Rights in connection with such issuance or sale;
               provided, however, that (i) no such Rights Certificate
               shall be issued if, and to the extent that, the Company
               shall be advised by counsel that such issuance would
               create a significant risk of material adverse tax
               consequences to the Company or the Person to whom such
               Rights Certificate would be issued, and (ii) no such
               Rights Certificate shall be issued if, and to the extent
               that, appropriate adjustment shall otherwise have been
               made in lieu of the issuance thereof.

                         Section 23.  Redemption and Termination. 

                              (a)  The Board may, at its option, at any
               time prior to the earlier of (i) the close of business on
               the tenth business day following the Stock Acquisition
               Date (or, if the Stock Acquisition Date shall have
               occurred prior to the Record Date, the close of business
               on the tenth business day following the Record Date), or
               (ii) the Final Expiration Date, redeem all but not less
               than all the then outstanding Rights at a redemption
               price of $.01 per Right, as such amount may be
               appropriately adjusted to reflect any stock split, stock
               dividend or similar transaction occurring after the date
               hereof (such redemption price being hereinafter referred
               to as the "Redemption Price"); provided, however, that
               if, the Board authorizes redemption of the Rights in
               either of the circumstances set forth in clauses (i) and
               (ii) below, then there must be Continuing Directors then
               in office and such authorization shall require the
               concurrence of a majority of such Continuing Directors:
               (i) such authorization occurs on or after the time a
               Person becomes an Acquiring Person or (ii) such
               authorization occurs on or after the date of a change
               (resulting from a proxy or consent solicitation) in a
               majority of the directors in office at the commencement
               of such solicitation if any Person who is a participant
               in such solicitation has stated (or, if upon the
               commencement of such solicitation, a majority of the
               Board has determined in good faith) that such Person (or
               any of its Affiliates or Associates) intends to take, or
               may consider taking, any action which would result in
               such Person becoming an Acquiring Person or which would
               cause the occurrence of a Triggering Event unless,
               concurrent with such solicitation, such Person (or one or
               more of its Affiliates or Associates) is making a cash
               tender offer pursuant to a Schedule 14D-1 (or any
               successor form) filed with the Securities and Exchange
               Commission for all outstanding shares of Common Stock not
               beneficially owned by such Person (or by its Affiliates
               or Associates); provided, further, however, that if
               following the occurrence of a Stock Acquisition Date and
               following the expiration of the right of redemption
               hereunder but prior to any Triggering Event, (i) a Person
               who is an Acquiring Person shall have transferred or
               otherwise disposed of a number of shares of Common Stock
               in one transaction or series of transactions, not
               directly or indirectly involving the Company or any of
               its Subsidiaries, which did not result in the occurrence
               of a Triggering Event such that such Person is thereafter
               a Beneficial Owner of less than 15% of the outstanding
               shares of Common Stock, (ii) there are no other Persons,
               immediately following the occurrence of the event
               described in clause (i), who are Acquiring Persons, and
               (iii) the Board (with the concurrence of a majority of
               the Continuing Directors) shall so approve, then the
               right of redemption shall be reinstated and thereafter be
               subject to the provisions of this Section 23. 
               Notwithstanding anything contained in this Agreement to
               the contrary, the Rights shall not be exercisable after
               the first occurrence of a Section 11(a)(ii) Event until
               such time as the Company's right of redemption hereunder
               has expired. The Company  may, at its option, pay the
               Redemption Price in cash, shares of Common Stock (based
               on the "current market price," as defined in Section
               11(d)(i) hereof, of the Common Stock at the time of
               redemption) or any other form of consideration deemed
               appropriate by the Board.

                              (b)  Immediately upon the action of the
               Board ordering the redemption of the Rights, evidence of
               which shall have been filed with the Rights Agent and
               without any further action and without any notice, the
               right to exercise the Rights will terminate and the only
               right thereafter of the holders of Rights shall be to
               receive the Redemption Price for each Right so held. 
               Promptly after the action of the Board ordering the
               redemption of the Rights, the Company shall give notice
               of such redemption to the Rights Agent and the holders of
               the then outstanding Rights by mailing such notice to all
               such holders at each holder's last address as it appears
               upon the registry books of the Rights Agent or, prior to
               the Distribution Date, on the registry books of the
               Transfer Agent for the Common Stock.  Any notice which is
               mailed in the manner herein provided shall be deemed
               given, whether or not the holder receives the notice. 
               Each such notice of redemption will state the method by
               which the payment of the Redemption Price will be made. 

                              (c)  The Board may, as its option, at any
               time on or after the first occurrence of a Section
               11(a)(ii) Event (provided, however, that any such action
               following the first occurrence of either of the events
               set forth in clauses (i) and (ii) of the first proviso to
               Section 23(a) hereof shall be effective only if there are
               Continuing Directors and shall require the concurrence of
               a majority of the Continuing Directors), exchange all or
               part of the then outstanding and exercisable Rights
               (which shall not include Rights that have become void
               pursuant to the provisions of Section 7(e) hereof) for
               shares of Common Stock at an exchange ratio of one share
               of Common Stock per Right, appropriately adjusted to
               reflect any stock split, stock dividend or similar
               transaction occurring after the date hereof (such
               exchange ratio being hereinafter referred to as the
               "Exchange Ratio").

                              (d)  Immediately upon the action of the
               Board ordering the exchange of any Rights pursuant to
               subsection (c) of this Section 23 and without any further
               action and without any notice, the right to exercise such
               Rights shall terminate and the only right thereafter of a
               holder of such Rights shall be to receive that number of
               shares of Common Stock equal to the number of such Rights
               held by such holder multiplied by the Exchange Ratio. 
               The Company shall promptly give public notice of any such
               exchange; provided, however, that the failure to give, or
               any defect in, such notice shall not affect the validity
               of such exchange.  The Company promptly shall mail a
               notice of any such exchange to all of the holders of such
               Rights at their last addresses as they appear upon the
               registry books of the Rights Agent.  Any notice which is
               mailed in the manner herein provided shall be deemed
               given, whether or not the holder receives the notice. 
               Each such notice of exchange will state the method by
               which the exchange of the shares of Common Stock for
               Rights will be effected and, in the event of any partial
               exchange, the number of Rights which will be exchanged. 
               Any partial exchange shall be effected pro rata based on
               the number of Rights (other than Rights which have become
               void pursuant to the provisions of Section 7(e) hereof)
               held by each holder of Rights.

                              (e)  In the event that the number of
               shares of Common Stock which are authorized by the
               Company's Certificate of Incorporation but not
               outstanding or reserved for issuance for purposes other
               than upon exercise of the Rights are not sufficient to
               permit any exchange of Rights as contemplated in
               accordance with this Section 23, the Company shall take
               all such action as may be necessary to authorize
               additional shares of Common Stock for issuance upon
               exchange of the Rights.

                              (f)  The Company shall not be required to
               issue fractions of shares of Common Stock or to
               distribute certificates which evidence fractional shares
               of Common Stock.  In lieu of such fractional shares of
               Common Stock, the Company shall pay to the registered
               holders of Rights with regard to which such fractional
               shares of Common Stock would otherwise be issuable an
               amount in cash equal to the same fraction of the value of
               a whole share of Common Stock.  For purposes of this
               subsection (f), the value of a whole share of Common
               Stock shall be the closing price (as determined pursuant
               to the provisions of Section 11(d)(i) hereof) for the
               Trading Day immediately prior to the date of exchange
               pursuant to this Section 23.  

                         Section 24.  Notice of Certain Events.  

                              (a)  In case the Company shall propose, at
               any time after the Distribution Date, (i) to pay any
               dividend payable in stock of any class to the holders of
               Preferred Stock or to make any other distribution to the
               holders of Preferred Stock (other than a regular
               quarterly cash dividend out of earnings or retained
               earnings of the Company), or (ii) to offer to the holders
               of Preferred Stock rights or warrants to subscribe for or
               to purchase any additional shares of Preferred Stock or
               shares of stock of any class or any other securities,
               rights or options, or (iii) to effect any
               reclassification of its Preferred Stock (other than a
               reclassification involving only the subdivision of
               outstanding shares of Preferred Stock), or (iv) to effect
               any consolidation or merger into or with any other Person
               (other than a Subsidiary of the Company in a transaction
               which complies with Section 11(o) hereof), or to effect
               any sale or other transfer (or to permit one or more of
               its Subsidiaries to effect any sale or other transfer),
               in one transaction or a series of related transactions,
               of more than 50% of the assets or earning power of the
               Company and its Subsidiaries (taken as a whole) to any
               other Person or Persons (other than the Company and/or
               any of its Subsidiaries in one or more transactions each
               of which complies with Section 11(o) hereof), or (v) to
               effect the liquidation, dissolution or winding up of the
               Company, then, in each such case, the Company shall give
               to each holder of a Rights Certificate, to the extent
               feasible and in accordance with Section 25 hereof, a
               notice of such proposed action, which shall specify the
               record date for the purposes of such stock dividend,
               distribution of rights or warrants, or the date on which
               such reclassification, consolidation, merger, sale,
               transfer, liquidation, dissolution, or winding up is to
               take place and the date of participation therein by the
               holders of the shares of Preferred Stock, if any such
               date is to be fixed, and such notice shall be so given in
               the case of any action covered by clause (i) or (ii)
               above at least twenty (20) days prior to the record date
               for determining holders of the shares of Preferred Stock
               for purposes of such action, and in the case of any such
               other action, at least twenty (20) days prior to the date
               of the taking of such proposed action or the date of
               participation therein by the holders of the shares of
               Preferred Stock whichever shall be the earlier. 

                              (b)  In case the event set forth in
               Section 11(a)(ii) hereof shall occur, then (i) the
               Company shall as soon as practicable thereafter give to
               each holder of a Rights Certificate, to the extent
               feasible and in accordance with Section 25 hereof, a
               notice of the occurrence of such event, which shall
               specify the event and the consequences of the event to
               holders of Rights under Section 11(a)(ii) hereof, and
               (ii) all references in the preceding paragraph to
               Preferred Stock shall be deemed thereafter to refer to
               Common Stock and/or, if appropriate, other securities. 

                         Section 25.  Notices.  Notices or demands
               authorized by this Agreement to be given or made by the
               Rights Agent or by the holder of any Rights Certificate
               to or on the Company shall be sufficiently given or made
               if sent by first-class mail, postage prepaid, addressed
               (until another address is filed in writing with the
               Rights Agent) as follows: 

                         Great Western Financial Corporation
                         9200 Oakdale Avenue
                         Chatsworth, CA  91311-6519
                         Attention:  Corporate Secretary 

               Subject to the provisions of Section 21, any notice or
               demand authorized by this Agreement to be given or made
               by the Company or by the holder of any Rights Certificate
               to or on the Rights Agent shall be sufficiently given or
               made if sent by first-class mail, postage prepaid,
               addressed (until another address is filed in writing with
               the Company) as follows: 

                         First Chicago Trust Company
                         of New York
                         525 Washington Boulevard
                         Suite 4660
                         3rd Floor
                         Jersey City, New Jersey  07310
                         Attention: Tenders and Exchanges Administration

               Notices or demands authorized by this Agreement to be
               given or made by the Company or the Rights Agent to the
               holder of any Rights Certificate (or, if prior to the
               Distribution Date, to the holder of certificates
               representing shares of Common Stock) shall be
               sufficiently given or made if sent by first-class mail,
               postage prepaid, addressed to such holder at the address
               of such holder as shown on the registry books of the
               Company. 

                         Section 26.  Supplements and Amendments.  Prior
               to the Distribution Date and subject to the penultimate
               sentence of this Section 26, the Company and the Rights
               Agent shall, if the Company so directs, supplement or
               amend any provision of this Agreement without the
               approval of any holders of certificates representing
               shares of Common Stock. From and after the Distribution
               Date and subject to the penultimate sentence of this
               Section 26, the Company and the Rights Agent shall, if
               the Company so directs, supplement or amend this
               Agreement without the approval of any holders of Rights
               Certificates in order (i) to cure any ambiguity, (ii) to
               correct or supplement any provision contained herein
               which may be defective or inconsistent with any other
               provisions herein, (iii) to shorten or lengthen any time
               period hereunder or (iv) to change or supplement the
               provisions hereunder in any manner which the Company may
               deem necessary or desirable and which shall not adversely
               affect the interests of the holders of Rights
               Certificates (other than an Acquiring Person or an
               Affiliate or an Associate of an Acquiring Person);
               provided, this Agreement may not be supplemented or
               amended to lengthen, pursuant to clause (iii) of this
               sentence, (A) a time period relating to when the Rights
               may be redeemed at such time as the Rights are not then
               redeemable, or (B) any other time period unless such
               lengthening is for the purpose of protecting, enhancing
               or clarifying the rights of, and/or the benefits to, the
               holders of Rights.  Upon the delivery of a certificate
               from an appropriate officer of the Company which states
               that the proposed supplement or amendment is in
               compliance with the terms of this Section 26, the Rights
               Agent shall execute such supplement or amendment. 
               Notwithstanding anything contained in this Agreement to
               the contrary, (i) no supplement or amendment shall be
               made which changes the Redemption Price, the Final
               Expiration Date, the Purchase Price or the number of one
               one-hundredths of a share of Preferred Stock for which a
               Right is exercisable and (ii) following the first
               occurrence of either of the events set forth in clauses
               (i) and (ii) of the first proviso to Section 23(a)
               hereof, any amendment to this Agreement pursuant to this
               Section 26 shall be effective only if there are
               Continuing Directors and shall require the concurrence of
               a majority of the Continuing Directors.  Prior to the
               Distribution Date, the interests of the holders of Rights
               shall be deemed coincident with the interests of the
               holders of Common Stock.

                         Section 27.  Successors.  All the covenants and
               provisions of this Agreement by or for the benefit of the
               Company or the Rights Agent shall bind and inure to the
               benefit of their respective successors and assigns
               hereunder. 

                         Section 28.  Determinations and Actions by the
               Board of Directors, etc.  For all purposes of this
               Agreement, any calculation of the number of shares of
               Common Stock outstanding at any particular time,
               including for purposes of determining the particular
               percentage of such outstanding shares of Common Stock of
               which any Person is the Beneficial Owner, shall be made
               in accordance with the last sentence of Rule
               13d-3(d)(1)(i) of the General Rules and Regulations under
               the Exchange Act.  The Board (with, where specifically
               provided for herein, the concurrence of the Continuing
               Directors) shall have the exclusive power and authority
               to administer this Agreement and to exercise all rights
               and powers specifically granted to the Board (with, where
               specifically provided for herein, the concurrence of the
               Continuing Directors) or to the Company, or as may be
               necessary or advisable in the administration of this
               Agreement, including, without limitation, the right and
               power to (i) interpret the provisions of this Agreement,
               and (ii) make all determinations deemed necessary or
               advisable for the administration of this Agreement
               (including a determination to redeem or not redeem the
               Rights or to amend the Agreement).  All such actions,
               calculations, interpretations and determinations
               (including, for purposes of clause (y) below, all
               omissions with respect to the foregoing) which are done
               or made by the Board (with, where specifically provided
               for herein, the concurrence of the Continuing Directors)
               in good faith, shall (x) be final, conclusive and binding
               on the Company, the Rights Agent, the holders of the
               Rights and all other parties, and (y) not subject the
               Board or the Continuing Directors to any liability to the
               holders of the Rights. 

                         Section 29.  Benefits of this Agreement. 
               Nothing in this Agreement shall be construed to give to
               any Person other than the Company, the Rights Agent and
               the registered holders of the Rights Certificates (and,
               prior to the Distribution Date, registered holders of the
               Common Stock) any legal or equitable right, remedy or
               claim under this Agreement; but this Agreement shall be
               for the sole and exclusive benefit of the Company, the
               Rights Agent and the registered holders of the Rights
               Certificates (and, prior to the Distribution Date,
               registered holders of the Common Stock). 

                         Section 30.  Severability.  If any term,
               provision, covenant or restriction of this Agreement is
               held by a court of competent jurisdiction or other
               authority to be invalid, void or unenforceable, the
               remainder of the terms, provisions, covenants and
               restrictions of this Agreement shall remain in full force
               and effect and shall in no way be affected, impaired or
               invalidated; provided, however, that notwithstanding
               anything in this Agreement to the contrary, if any such
               term, provision, covenant or restriction is held by such
               court or authority to be invalid, void or unenforceable
               and the Board determines in its good faith judgment that
               severing the invalid language from this Agreement would
               adversely affect the purpose or effect of this Agreement,
               the right of redemption set forth in Section 23 hereof
               shall be reinstated and shall not expire until the close
               of business on the tenth day following the date of such
               determination by the Board.  Without limiting the
               foregoing, if any provision requiring a determination to
               be made by (or with the concurrence of) less than the
               entire Board is held by any court of competent
               jurisdiction or other authority to be invalid, void or
               unenforceable, such determination shall then be made by
               the Board in accordance with applicable law and the
               Company's Certificate of Incorporation and By-Laws.

                         Section 31.  Governing Law.  This Agreement,
               each Right and each Rights Certificate issued hereunder
               shall be deemed to be a contract made under the laws of
               the State of Delaware and for all purposes shall be
               governed by and construed in accordance with the laws of
               such State applicable to contracts made and to be
               performed entirely within such State.

                         Section 32.  Counterparts.  This Agreement may
               be executed in any number of counterparts and each of
               such counterparts shall for all purposes be deemed to be
               an original, and all such counterparts shall together
               constitute but one and the same instrument. 

                         Section 33.  Descriptive Headings.  Descriptive
               headings of the several Sections of this Agreement are
               inserted for convenience only and shall not control or
               affect the meaning or construction of any of the
               provisions hereof. 

                         IN WITNESS WHEREOF, the parties hereto have
               caused this Agreement to be duly executed and their
               respective corporate seals to be hereunto affixed and
               attested, all as of the day and year first above written.

                                             GREAT WESTERN FINANCIAL
               Attest:                         CORPORATION

               By /s/ J. Lance Erikson       By /s/ John F. Maher      
                  J. Lance Erikson              John F. Maher
                  Executive Vice President,     President
                  Secretary and General
                  Counsel

                                             FIRST CHICAGO TRUST
               Attest:                         COMPANY OF NEW YORK

               By /s/ Joanne Gorostiola      By /s/ Ralph Persico
                  Joanne Gorostiola             Ralph Persico
                  Assistant Vice President      Customer Service Officer  
                                                          

                                                               Exhibit A

                      CERTIFICATE OF DESIGNATION, PREFERENCES AND
                RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                           of

                          GREAT WESTERN FINANCIAL CORPORATION

                 Pursuant to Section 151 of the General Corporation Law
                                of the State of Delaware

                         We, James F. Montgomery, Chairman and Chief
               Executive, and J. Lance Erikson, Senior Vice President
               and Corporate Secretary, of Great Western Financial
               Corporation, a corporation organized and existing under
               the General Corporation Law of the State of Delaware in
               accordance with the provisions of Section 103 thereof, DO
               HEREBY CERTIFY:

                         That pursuant to the authority conferred upon
               the Board of Directors by the Certificate of
               Incorporation, as amended, of said Corporation, said
               Board of Directors on June 24, 1986, adopted the
               following resolution creating a series of 500,000 shares
               of preferred stock designated as Series A Junior
               Participating Preferred Stock and on June 27, 1995
               approved an amendment to such resolution increasing the
               number of shares of such series of preferred stock to
               2,000,000:

                         RESOLVED, that pursuant to the authority vested
               in the Board of Directors of this Corporation in
               accordance with the provisions of its Certificate of
               Incorporation, as amended (the "Certificate of
               Incorporation"), a series of Preferred Stock of the
               Corporation be and it hereby is created, and that the
               designation and amount thereof and the voting powers,
               preferences and relative, participating, optional and
               other special rights of the shares of such series, and
               the qualifications, limitations or restrictions thereof
               are as follows:

                         Section 1.  Designation and Amount.  The shares
               of such series shall be designated as "Series A Junior
               Participating Preferred Stock" and the number of shares
               constituting such series shall be 2,000,000.

                         Section 2.  Dividends and Distributions.  

                         (A)  Subject to the prior and superior rights
               of the holders of any shares of any series of Preferred
               Stock ranking prior and superior to the shares of Series
               A Junior Participating Preferred Stock with respect to
               dividends, the holders of shares of Series A Junior
               Participating Preferred Stock shall be entitled to
               receive, when, as and if declared by the Board of
               Directors out of funds legally available for the purpose,
               quarterly dividends payable in cash on the last day of
               February, May, August and November in each year (each
               such date being referred to herein as a "Quarterly
               Dividend Payment Date"), commencing on the first
               Quarterly Dividend Payment Date after the first issuance
               of a share or a fraction of a share of Series A Junior
               Participating Preferred Stock, in an amount per share
               (rounded to the nearest cent) equal to the greater of (a)
               $12.00 or (b) subject to the provisions for adjustment
               hereinafter set forth, 100 times the aggregate per share
               amount of all cash dividends, and 100 times the aggregate
               per share amount (payable in kind) of all non-cash
               dividends or other distributions other than a dividend
               payable in shares of Common Stock or a subdivision of the
               outstanding shares of Common Stock (by reclassification
               or otherwise), declared on the Common Stock, par value
               $1.00 per share, of the Corporation (the "Common Stock")
               since the immediately preceding Quarterly Dividend
               Payment Date, or, with respect to the first Quarter
               Dividend Payment Date, since the first issuance of any
               share or fraction of a share of Series A Junior
               Participating Preferred Stock.  In the event the
               Corporation shall at any time after June 24, 1986 (the
               "Rights Declaration Date") (i) declare any dividend on
               Common Stock payable in shares of Common Stock, (ii)
               subdivide the outstanding Common Stock, or (iii) combine
               the outstanding Common Stock into a smaller number of
               shares, then in each such case the amount to which
               holders of shares of Series A Junior Participating
               Preferred Stock were entitled immediately prior to such
               event under clause (b) of the preceding sentence shall be
               adjusted by multiplying such amount by a fraction the
               numerator of which is the number of shares of Common
               Stock outstanding immediately after such event and the
               denominator of which is the number of shares of Common
               Stock that were outstanding immediately prior to such
               event.

                         (B)  The Corporation shall declare a dividend
               or distribution on the Series A Junior Participating
               Preferred Stock as provided in paragraph (A) above
               immediately after it declares a dividend or distribution
               on the Common Stock (other than a dividend payable in
               shares of Common Stock); provided that, in the event no
               dividend or distribution shall have been declared on the
               Common Stock during the period between any Quarterly
               Dividend Payment Date and the next subsequent Quarterly
               Dividend Payment Date, a dividend of $12.00 per share on
               the Series A Junior Participating Preferred Stock shall
               nevertheless be payable on such subsequent Quarterly
               Dividend Payment Date.

                         (C)  Dividends shall begin to accrue and be
               cumulative on outstanding shares of Series A Junior
               Participating Preferred Stock from the Quarterly Dividend
               Payment Date next preceding the date of issue of such
               shares of Series A Junior Participating Preferred Stock,
               unless the date of issue of such shares is prior to the
               record date for the first Quarterly Dividend Payment
               Date, in which case dividends on such shares shall begin
               to accrue from the date of issue of such shares, or
               unless the date of issue is a Quarterly Dividend Payment
               Date or is a date after the record date for the
               determination of holders of shares of Series A Junior
               Participating Preferred Stock entitled to receive a
               quarterly dividend and before such Quarterly Dividend
               Payment Date, in either of which events such dividends
               shall begin to accrue and be cumulative from such
               Quarterly Dividend Payment Date.  Accrued but unpaid
               dividends shall not bear interest.  Dividends paid on the
               shares of Series A Junior Participating Preferred Stock
               in an amount less than the total amount of such dividends
               at the time accrued and payable on such shares shall be
               allocated pro rata on a share-by-share basis among all
               such shares at the time outstanding.  The Board of
               Directors may fix a record date for the determination of
               holders of shares of Series A Junior Participating
               Preferred Stock entitled to receive payment of a dividend
               or distribution declared thereon, which record date shall
               be no more than 30 days prior to the date fixed for the
               payment thereof.

                         Section 3.  Voting Rights.  The holders of
               shares of Series A Junior Participating Preferred Stock
               shall have the following voting rights:

                         (A)  Subject to the provision for adjustment
               hereinafter set forth, each share of Series A Junior
               Participating Preferred Stock shall entitle the holder
               thereof to 100 votes on all matters submitted to a vote
               of the stockholders of the Corporation.  In the event the
               Corporation shall at any time after the Rights
               Declaration Date (i) declare any dividend on Common Stock
               payable in shares of Common Stock, (ii) subdivide the
               outstanding Common Stock, or (iii) combine the
               outstanding Common Stock into a smaller number of shares,
               then in each such case the number of votes per share to
               which holders of shares of Series A Junior Participating
               Preferred Stock were entitled immediately prior to such
               event shall be adjusted by multiplying such number by a
               fraction the numerator of which is the number of shares
               of Common Stock outstanding immediately after such event
               and the denominator of which is the number of shares of
               Common Stock that were outstanding immediately prior to
               such event.

                         (B)  Except as otherwise provided herein or by
               law, the holders of shares of Series A Junior
               Participating Preferred Stock and the holders of shares
               of Common Stock shall vote together as one class on all
               matters submitted to a vote of stockholders of the
               Corporation.

                         (C)  (i)  If at any time dividends on any
               Series A Junior Participating Preferred Stock shall be in
               arrears in an amount equal to six (6) quarterly dividends
               thereon, the occurrence of such contingency shall mark
               the beginning of a period (herein called a "default
               period") which shall extend until such time when all
               accrued and unpaid dividends for all previous quarterly
               dividend periods and for the current quarterly dividend
               period on all shares of Series A Junior Participating
               Preferred Stock then outstanding shall have been declared
               and paid or set apart for payment.  During each default
               period, all holders of Preferred Stock (including holders
               of the Series A Junior Participating Preferred Stock)
               with dividends in arrears in an amount equal to six (6)
               quarterly dividends thereon, voting as a class,
               irrespective of series, shall have the right to elect
               three (3) Directors.

                         (ii)  During any default period, such voting
               right of the holders of Series A Junior Participating
               Preferred Stock may be exercised initially at the next
               annual meeting of stockholders, and at any annual meeting
               of stockholders thereafter, provided that neither such
               voting right nor the right of the holders of any other
               series of Preferred Stock, if any, to elect Directors as
               provided in subparagraph (C)(i) above shall be exercised
               unless the holders of one-third in number of shares of
               Preferred Stock outstanding and entitled to vote with
               respect to such election shall be present in person or by
               proxy.  The absence of a quorum of the holders of Common
               Stock shall not affect the exercise by the holders of
               Preferred Stock of such voting right.  During any default
               period, the number of Directors shall not be increased or
               decreased except by vote of the holders of Preferred
               Stock then entitled to elect Directors pursuant to
               subparagraph (C)(i) voting as a class, irrespective of
               series, or pursuant to the rights of any equity
               securities ranking senior to or pari passu with the
               Series A Junior Participating Preferred Stock.

                         (iii)  In any default period, the holders of
               Common Stock, and other classes of stock of the
               Corporation if applicable, shall continue to be entitled
               to elect the whole number of Directors until the holders
               of Preferred Stock shall have exercised their right to
               elect three (3) Directors voting as a class, after the
               exercise of which right (x) the Directors so elected by
               the holders of Preferred Stock shall continue in office
               until their successor shall have been elected by such
               holders or until the expiration of the default period and
               (y) any vacancy in the Board of Directors may be filled
               in the manner set forth in Article Tenth of the
               Certificate of Incorporation.

                         (iv) Immediately upon the expiration of a
               default period, (x) the right of the holders of Preferred
               Stock as a class to elect Directors shall cease, (y) the
               term of any Directors elected by the holders of Preferred
               Stock as a class shall terminate, and (z) the number of
               Directors shall be such number as may be provided for in
               the certificate of incorporation or by-laws.  Any
               vacancies in the Board of Directors affected by the
               provisions of clauses (y) and (z) in the preceding
               sentence may be filled in the manner set forth in Article
               Tenth of the Certificate of Incorporation.

                         (D)  Except as set forth herein, holders of
               Series A Junior Participating Preferred Stock shall have
               no special voting rights and their consent shall not be
               required (except to the extent they are entitled to vote
               with holders of Common Stock as set forth herein) for
               taking any corporate action.

                         Section 4.  Certain Restrictions.

                         (A)  Whenever quarterly dividends or other
               dividends or distributions payable on the Series A Junior
               Participating Preferred Stock as provided in Section 2
               are in arrears, thereafter and until all accrued and
               unpaid dividends and distributions, whether or not
               declared, on shares of Series A Junior Participating
               Preferred Stock outstanding shall have been paid in full,
               the Corporation shall not

                              (i)  declare or pay dividends on, make any
                    other distributions on, or redeem or purchase or
                    otherwise acquire for consideration any shares of
                    stock ranking junior (either as to dividends or upon
                    liquidation, dissolution or winding up) to the
                    Series A Junior Participating Preferred Stock;

                              (ii) declare or pay dividends on or make
                    any other distributions on any shares of stock
                    ranking on a parity (either as to dividends or upon
                    liquidation, dissolution or winding up) with the
                    Series A Junior Participating Preferred Stock,
                    except dividends paid ratably on the Series A Junior
                    Participating Preferred Stock and all such parity
                    stock on which dividends are payable or in arrears
                    in proportion to the total amounts to which the
                    holders of all such shares are then entitled;

                              (iii) redeem or purchase or otherwise
                    acquire for consideration shares of any stock
                    ranking on a parity (either as to dividends or upon
                    liquidation, dissolution or winding up) with the
                    Series A Junior Participating Preferred Stock,
                    provided that the Corporation may at any time
                    redeem, purchase or otherwise acquire shares of any
                    such parity stock in exchange for shares of any
                    stock of the Corporation ranking junior (either as
                    to dividends or upon dissolution, liquidation or
                    winding up) to the Series A Junior Participating
                    Preferred Stock;

                              (iv)  except as otherwise provided in
                    Section 8, purchase or otherwise acquire for
                    consideration any shares of Series A Junior
                    Participating Preferred Stock, or any shares of
                    stock ranking on a parity with the Series A Junior
                    Participating Preferred Stock, except in accordance
                    with a purchase offer made in writing or by
                    publication (as determined by the Board of
                    Directors) to all holders of such shares upon such
                    terms as the Board of Directors, after consideration
                    of the respective annual dividend rates and other
                    relative rights and preferences of the respective
                    series and classes, shall determine in good faith
                    will result in fair and equitable treatment among
                    the respective series or classes.

                         (B)  The Corporation shall not permit any
               subsidiary of the Corporation to purchase or otherwise
               acquire for consideration any shares of stock of the
               Corporation unless the Corporation could, under paragraph
               (A) of this Section 4, purchase or otherwise acquire such
               shares at such time and in such manner.

                         Section 5.  Reacquired Shares.  Any shares of
               Series A Junior Participating Preferred Stock purchased
               or otherwise acquired by the Corporation in any manner
               whatsoever shall be retired and cancelled promptly after
               the acquisition thereof.  All such shares shall upon
               their cancellation become authorized but unissued shares
               of Preferred Stock and may be reissued as part of a new
               series of Preferred Stock to be created by resolution or
               resolutions of the Board of Directors, subject to the
               conditions and restrictions on issuance set forth herein.

                         Section 6.  Liquidation, Dissolution or Winding
               Up.  (A)  Upon any liquidation (voluntary or otherwise),
               dissolution or winding up of the Corporation, no
               distribution shall be made to the holders of shares of
               stock ranking junior (either as to dividends or upon
               liquidation, dissolution or winding up) to the Series A
               Junior Participating Preferred Stock unless, prior
               thereto, the holders of shares of Series A Junior
               Participating Preferred Stock shall have received $500
               per share, plus an amount equal to accrued and unpaid
               dividends and distributions thereon, whether or not
               declared, to the date of such payment (the "Series A
               Liquidation Preference").  Following the payment of the
               full amount of the Series A Liquidation Preference, no
               additional distributions shall be made to the holders of
               shares of Series A Junior Participating Preferred Stock
               unless, prior thereto, the holders of shares of Common
               Stock shall have received an amount per share (the
               "Common Adjustment") equal to the quotient obtained by
               dividing (i) the Series A Liquidation Preference by (ii)
               100 (as appropriately adjusted as set forth in
               subparagraph C below to reflect such events as stock
               splits, stock dividends and recapitalizations with
               respect to the Common Stock) (such number in clause (ii)
               immediately above, the "Adjustment Number").  Following
               the payment of the full amount of the Series A
               Liquidation Preference and the Common Adjustment in
               respect of all outstanding shares of Series A Junior
               Participating Preferred Stock and Common Stock,
               respectively, holders of Series A Junior Participating
               Preferred Stock and holders of shares of Common Stock
               shall receive their ratable and proportionate share of
               the remaining assets to be distributed in the ratio of
               the Adjustment Number to one (1) with respect to such
               Preferred Stock and Common Stock, on a per share basis,
               respectively.

                         (B)  In the event, however, that there are not
               sufficient assets available to permit payment in full of
               the Series A Liquidation Preference and the liquidation
               preferences of all other series of preferred stock, if
               any, which rank on a parity with the Series A Junior
               Participating Preferred Stock, then such remaining assets
               shall be distributed ratably to the holders of such
               parity shares in proportion to their respective
               liquidation preferences.  In the event, however, that
               there are not sufficient assets available to permit
               payment in full of the Common Adjustment, then such
               remaining assets shall be distributed ratably to the
               holders of Common Stock.

                         (C)  In the event the Corporation shall at any
               time after the Rights Declaration Date (i) declare any
               dividend on Common Stock payable in shares of Common
               Stock, (ii) subdivide the outstanding Common Stock, or
               (iii) combine the outstanding Common Stock into a smaller 
               number of shares, then in each such case the Adjustment
               Number in effect immediately prior to such event shall be
               adjusted by multiplying such Adjustment Number by a
               fraction the numerator of which is the number of shares
               of Common Stock outstanding immediately after such event,
               and the denominator of which is the number of shares of
               Common Stock that were outstanding immediately prior to
               such event.

                         Section 7.  Consolidation, Merger, etc.  In
               case the Corporation shall enter into any consolidation,
               merger, combination or other transaction in which the
               shares of Common Stock are exchanged for or changed into
               other stock or securities, cash and/or any other
               property, then in any such case the shares of Series A
               Junior Participating Preferred Stock shall at the same
               time be similarly exchanged or changed in an amount per
               share subject to the provision for adjustment hereinafter
               set forth equal to 100 times the aggregate amount of
               stock, securities, cash and/or any other property
               (payable in kind), as the case may be, into which or for
               which each share of Common Stock is changed or exchanged. 
               In the event the Corporation shall at any time after the
               Rights Declaration Date (i) declare any dividend on
               Common Stock payable in shares of Common Stock, (ii)
               subdivide the outstanding Common Stock, or (iii) combine
               the outstanding Common Stock into a smaller number of
               shares, then in each such case the amount set forth in
               the preceding sentence with respect to the exchange or
               change of shares of Series A Junior Participating
               Preferred Stock shall be adjusted by multiplying such
               amount by a fraction the numerator of which is the number
               of shares of Common Stock outstanding immediately after
               such event and the denominator of which is the number of
               shares of Common Stock that were outstanding immediately
               prior to such event.

                         Section 8.  Redemption.  The outstanding shares
               of Series A Junior Participating Preferred Stock may be
               redeemed at the option of the Board of Directors as a
               whole, but not in part, at any time, or from time to
               time, at a cash price per share equal to 105 percent of
               (i) the product of the Adjustment Number times the
               Average Market Value (as such term is hereinafter
               defined) of the Common Stock, plus (ii) all dividends
               which on the redemption date have accrued on the shares
               to be redeemed and have not been paid, or declared and a
               sum sufficient for the payment thereof set apart, without
               interest.  The "Average Market Value" is the average of
               the closing sale prices of the Common Stock during the
               30-day period immediately preceding the date before the
               redemption date on the Composite Tape for New York Stock
               Exchange Listed Stocks, or, if such stock is not quoted
               on the Composite Tape, on the New York Stock Exchange,
               or, if such stock is not listed on such Exchange, on the
               principal United States securities exchange registered
               under the Securities Exchange Act of 1934, as amended, on
               which such stock is listed, or, if such stock is not
               listed on any such exchange, the average of the closing
               sale prices with respect to a share of Common Stock
               during such 30-day period, as quoted on the National
               Association of Securities Dealers, Inc. Automated
               Quotations System or any system then in use, or if no
               such quotations are available, the fair market value of
               the Common Stock as determined by the Board of Directors
               in good faith.

                         Section 9.  Ranking.  The Series A Junior
               Participating Preferred Stock shall rank junior to all
               other series of Preferred Stock as to the payment of
               dividends and the distribution of assets, unless the
               terms of any such series shall provide otherwise.

                         Section 10.  Amendment.  The Certificate of
               Incorporation shall not be further amended in any manner
               which would materially alter or change the powers,
               preferences or special rights of the Series A Junior
               Participating Stock so as to affect them adversely
               without the affirmative vote of the holders of two-thirds
               or more of the outstanding shares of Series A Junior
               Participating Preferred Stock, voting separately as a
               class.

                         Section 11.  Fractional Shares.  Series a
               Junior Participating Preferred Stock may be issued in
               fractions of a share which shall entitle the holder, in
               proportion to such holder's fractional shares, to
               exercise voting rights, receive dividends, participate in
               distributions and to have the benefit of all other rights
               of holders of Series A Junior Participating Preferred
               Stock.

                         IN WITNESS WHEREOF, we have executed and
               subscribed this Certificate and do affirm the foregoing
               as true under the penalties of perjury this 24th day of

               June, 1986.

                                             /s/ James F. Montgomery    
                                             James F. Montgomery
                                             Chairman and Chief
                                               Executive

               Attest:

               /s/ J. Lance Erikson    
               J. Lance Erikson
               Senior Vice President
                 and Corporate Secretary

                                                               Exhibit B

                              [Form of Rights Certificate]

               Certificate No. R-                    ____________ Rights

               NOT EXERCISABLE AFTER JULY 14, 1996 OR EARLIER IF
               REDEEMED BY THE COMPANY.  THE RIGHTS ARE SUBJECT TO
               REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER
               RIGHT ON THE TERMS SET FORTH ON THE RIGHTS AGREEMENT. 
               UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY
               AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE
               RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH
               RIGHTS MAY BECOME NULL AND VOID.  [THE RIGHTS REPRESENTED
               BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED
               BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
               AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
               TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY,
               THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
               MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED
               IN SECTION 7(e) OF SUCH AGREEMENT] *

                                   Rights Certificate

                          GREAT WESTERN FINANCIAL CORPORATION

                         This certifies that                  , or
               registered assigns, is the registered owner of the number
               of Rights set forth above, each of which entitles the
               owner thereof, subject to the terms, provisions and
               conditions of the Rights Agreement, dated as of June 24,
               1986, as amended and restated as of June 27, 1995 (the
               "Rights Agreement"), Great Western Financial Corporation,
               a Delaware corporation (the "Company"), and First Chicago
               Trust Company of New York, a New York banking corporation
               (the "Rights Agent"), to purchase from the Company at any
               time prior to 5:00 PM (New York City time) on July 14,
               1996 at the office or offices of the Rights Agent
               designated for such purpose, or its successors as Rights

               ____________________ 
               *    The portion of the legend in brackets shall be
                    inserted only if applicable and shall replace the
                    preceding sentence.

               Agent, one one-hundredth of a fully paid, non-assessable
               share of Series A Junior Participating Preferred Stock
               (the "Preferred Stock") of the Company, at a purchase
               price of $175 per one one-hundredth of a share (the
               "Purchase Price"), upon presentation and surrender of
               this Rights Certificate with the Form of Election to
               Purchase and related Certificate duly executed.  The
               Purchase Price shall be paid, at the election of the
               holder, in cash or by certified check, bank check, money
               order or bank draft payable to the order of the Company. 
               The number of Rights evidenced by this Rights Certificate
               (and the number of shares which may be purchased upon
               exercise thereof) set forth above, and the Purchase Price
               set forth above, are the number and Purchase Price as of
               __________ __, 198__, based on the Preferred Stock as
               constituted at such date.

                         Upon the occurrence of a Section 11(a)(ii)
               Event (as such term is defined in the Rights Agreement),
               if the Rights evidenced by this Rights Certificate are
               beneficially owned by (i) an Acquiring Person or an
               Affiliate or Associate of an Acquiring Person (as such
               terms are defined in the Rights Agreement), (ii) a
               transferee of such Acquiring Person, Associate or
               Affiliate, or (iii) under certain circumstances specified
               in the Rights Agreement, a transferee of a person who,
               after such transfer, became such Acquiring Person, or an
               Affiliate or Associate of such Acquiring Person, such
               Rights shall become null and void and no holder hereof
               shall have any right with respect to such Rights from and
               after the occurrence of such Section 11(a)(ii) Event.

                         As provided in the Rights Agreement, the
               Purchase Price and the number and kind of shares of
               Preferred Stock or other securities, which may be
               purchased upon the exercise of the Rights evidenced by
               this Rights Certificate are subject to modification and
               adjustment upon the happening of certain events,
               including Triggering Events.

                         This Rights Certificate is subject to all of
               the terms, provisions and conditions of the Rights
               Agreement, which terms, provisions and conditions are
               hereby incorporated herein by reference and made a part
               hereof and to which Rights Agreement reference is hereby
               made for a full description of the rights, limitations of
               rights, obligations duties and immunities hereunder of
               the Rights Agent, the Company and the holders of the
               Rights Certificate, which limitations of rights include
               the temporary suspension of the exercisability of such
               Rights under the specific circumstances set forth in the
               Rights Agreement.  Copies of the Rights Agreement are on
               file at the offices of the Company and are also available
               upon written request to the Company.

                         This Rights Certificate, with or without other
               Rights Certificates, upon surrender at the principal
               office or offices of the Rights Agent designated for such
               purpose, may be exchanged for another Rights Certificate
               or Rights Certificates of like tenor and date evidencing
               Rights entitling the holder to purchase a like aggregate
               number of one one-hundredths of a share of Preferred
               Stock as the Rights evidenced by the Rights Certificate
               or Rights Certificates surrendered shall have entitled
               such holder to purchase.  If this Rights Certificate
               shall be exercised in part, the holder shall be entitled
               to receive upon surrender hereof another Rights
               Certificate or Rights Certificates for the number of
               whole Rights not exercised.

                         Subject to the provisions of the Rights
               Agreement, the Rights evidenced by this Certificate may
               be redeemed by the Company at its option at a redemption
               price of $.01 per Right at any time prior to the earlier
               of the close of business on (i) the tenth business day
               following the Stock Acquisition Date (as such time period
               may be extended pursuant to the Rights Agreement), and
               (ii) the Final Expiration Date.  After the expiration of
               the redemption period, the Company's right of redemption
               may be reinstated if an Acquiring Person reduces its
               beneficial ownership to less than 15% of the outstanding
               shares of Common Stock in a transaction or series of
               transactions not involving the Company, and such
               reinstatement is approved by the Company's Board of
               Directors (with the concurrence of a majority of the
               Continuing Directors, as such term is defined in the
               Rights Agreement).

                         No fractional shares of Preferred Stock will be
               issued upon the exercise of any Right or Rights evidenced
               hereby (other than fractions which are integral multiples
               of one one-hundredth of a share of Preferred Stock, which
               may, at the election of the Company, be evidenced by
               depositary receipts), but in lieu thereof a cash payment
               will be made, as provided in the Rights Agreement.

                         No holder of this Rights Certificate shall be
               entitled to vote or receive dividends or be deemed for
               any purpose the holder of shares of Preferred Stock or of
               any other securities of the Company which may at any time
               be issuable on the exercise hereof, nor shall anything
               contained in the Rights Agreement or herein be construed
               to confer upon the holder hereof, as such, any of the
               rights of a stockholder of the Company or any right to
               vote for the election of directors or upon any matter
               submitted to stockholders at any meeting thereof, or to
               give or withhold consent to any corporate action, or, to
               receive notice of meetings or other actions affecting
               stockholders (except as provided in the Rights
               Agreement), or to receive dividends or subscription
               rights, or otherwise until the Right or Rights evidenced
               by this Rights Certificate shall have been exercised as
               provided in the Rights Agreement.

                         This Rights Certificate shall not be valid or
               obligatory for any purpose until it shall have been
               countersigned by the Rights Agent.

                         WITNESS the facsimile signature of the proper
               officers of the Company and its corporate seal.

               Dated as of _______ ___, 19___

               ATTEST:                       GREAT WESTERN FINANCIAL
                                               CORPORATION

                                             By                         
                     Secretary                  Title:

               Countersigned:

                                        

               By                       
                  Authorized Signature

                      [Form of Reverse Side of Rights Certificate]

                                   FORM OF ASSIGNMENT

                    (To be executed by the registered holder if such
                  holder desires to transfer the Rights Certificate.)

               FOR VALUE RECEIVED                                       
               hereby sells, assigns and transfers unto                 

                                                                        
                     (Please print name and address of transferee)

                                                                        

               this Rights Certificate, together with all right, title
               and interest therein, and does hereby irrevocably
               constitute and appoint ________________________ Attorney,
               to transfer the within Rights Certificate on the books of
               the within-named Company, with full power of
               substitution.

               Dated:                   , 19   

                                                                        
                                        Signature

               Signature Guaranteed:

                                      Certificate

                         The undersigned hereby certifies by checking
               the appropriate boxes that:

                         (1)  this Rights Certificate [  ] is [  ] is
               not being sold, assigned and transferred by or on behalf
               of a Person who is or was an Acquiring Person or an
               Affiliate or Associate of any such Acquiring Person (as
               such terms are defined in the Rights Agreement);

                         (2)  after due inquiry and to the best
               knowledge of the undersigned, it [   ] did [  ] did not
               acquire the Rights evidenced by this Rights Certificate
               from any Person who is, was or subsequently became an
               Acquiring Person or an Affiliate or Associate of an
               Acquiring Person.

               Dated:              , 19                                 
                                             Signature

               Signature Guaranteed:

                                         NOTICE

                         The signature to the foregoing Assignment and
               Certificate must correspond to the name as written upon
               the face of this Rights Certificate in every particular,
               without alteration or enlargement or any change
               whatsoever.

                              FORM OF ELECTION TO PURCHASE

                           (To be executed if holder desires
                           to exercise Rights represented by
                            the Rights Certificate.)

               To:  GREAT WESTERN FINANCIAL CORPORATION:

                         The undersigned hereby irrevocably elects to
               exercise __________ Rights represented by this Rights
               Certificate to purchase the shares of Preferred Stock
               issuable upon the exercise of the Rights (or such other
               securities of the Company or of any other person which
               may be issuable upon the exercise of the Rights) and
               requests that certificates for such shares be issued in
               the name of and delivered to:

               Please insert social security
               or other identifying number

                                                                        
                            (Please print name and address)

                                                                        

                         If such number of Rights shall not be all the
               Rights evidenced by this Rights Certificate, a new Rights
               Certificate for the balance of such Rights shall be
               registered in the name of and delivered to:

               Please insert social security
               or other identifying number

                                                                        
                            (Please print name and address)

                                                                        

                                                                        

               Dated:                   , 19  

                                                                        
                                        Signature

               Signature Guaranteed:

                                      Certificate

                         The undersigned hereby certifies by checking
               the appropriate boxes that:

                         (1)  the Rights evidenced by this Rights
               Certificate [  ] are [  ] are not being exercised by or
               on behalf of a Person who is or was an Acquiring Person
               or an Affiliate or Associate or any such Acquiring Person
               (as such terms are defined in the Rights Agreement);

                         (2)  after due inquiry and to the best
               knowledge of the undersigned, it [  ] did [  ] did not
               acquire the Rights evidenced by this Rights Certificate
               from any Person who is, was or became an Acquiring Person
               or an Affiliate or Associate of an Acquiring Person.

               Date:               , 19                                 
                                             Signature

               Signature Guaranteed:

                                         NOTICE

                         The signature to the foregoing Election to
               Purchase and Certificate must correspond to the name as
               written upon the face of this Rights Certificate in every
               particular, without alteration or enlargement or any
               change whatsoever.

                                                               Exhibit C

                                        FORM OF
                             SUMMARY OF RIGHTS TO PURCHASE
                                    PREFERRED STOCK

                         On June 24, 1986, the Board of Directors of
               Great Western Financial Corporation (the "Company")
               declared a dividend distribution of one Right for each
               outstanding share of the common stock, par value $1.00
               per share, of the Company (the "Common Stock") to
               stockholders of record at the close of business on July
               14, 1986.  Each Right entitles the registered holder to
               purchase from the Company a unit consisting of one one-
               hundredth of a share (a "Unit") of Series A Junior
               Participating Preferred Stock, par value $1.00 per share
               (the "Preferred Stock"), at a Purchase Price of $175 per
               Unit, subject to adjustment.  The Purchase Price may be
               paid, at the option of the holder, in cash, or shares of
               Common Stock having a value at the time of exercise equal
               to the Purchase Price.  The description and terms of the
               Rights are set forth in a Rights Agreement (the "Rights
               Agreement") between the Company and Morgan Guaranty Trust
               Company of New York, as Rights Agent.

                         Initially, the Rights will be attached to all
               Common Stock certificates representing shares then
               outstanding, and no separate Rights Certificates will be
               distributed.  The Rights will separate from the Common
               Stock and a Distribution Date will occur upon the earlier
               of (i) 10 business days following a public announcement
               that a person or group of affiliated or associated
               persons (an "Acquiring Person") has acquired, or obtained
               the right to acquire, beneficial ownership of 20% or more
               of the outstanding shares of Common Stock (the "Stock
               Acquisition Date"), or (ii) 10 business days after the
               date a tender of exchange offer that would result in a
               person or group beneficially owning 25% or more of the
               outstanding shares of Common Stock is first published,
               sent or given to the Company's stockholders.  Until the
               Distribution Date, (i) the Rights will be evidenced by
               the Common Stock certificates and will be transferred
               with and only with such Common Stock certificates, (ii)
               new Common Stock certificates issued after July 14, 1986
               will contain a notation incorporating the Rights
               Agreement by reference and (iii) the surrender for
               transfer of any certificate for Common Stock outstanding
               will also constitute the transfer of the Rights
               associated with the Common Stock represented by such
               certificate.

                         The Rights are not exercisable until the
               Distribution Date and will expire at the close of
               business on July 14, 1996, unless earlier redeemed by the
               Company as described below.

                         As soon as practicable after the Distribution
               Date, Rights Certificates will be mailed to holders of
               record of the Common Stock as of the close of business on
               the Distribution Date and, thereafter, the separate
               Rights Certificates alone will represent the Rights. 
               Except as otherwise determined by the Board of Directors,
               only shares of Common Stock issued prior to the
               Distribution Date will be issued with Rights.

                         In the event that, at any time following the
               Distribution Date, (i) the Company is the surviving
               corporation in a merger with an Acquiring Person and the
               Common Stock is not changed or exchanged, (ii) a person
               or group becomes the beneficial owner of 25% or more of
               the then outstanding shares of Common Stock, (iii) an
               Acquiring Person engages in one or more "self-dealing"
               transactions as set forth in the Rights Agreement, or
               (iv) during such time as there is an Acquiring Person, an
               event occurs which results in any Acquiring Person's
               ownership interest in the Company being increased by more
               than 1% (e.g., a reverse stock split), each holder of a
               Right will thereafter have the right to receive, upon
               exercise, Common Stock (or, in certain circumstances,
               cash, property or other securities of the Company) having
               a value equal to two times the exercise price of the
               Right.  Notwithstanding any of the foregoing, following
               the occurrence of any of the events set forth in this
               paragraph, all Rights that are, or (under certain
               circumstances specified in the Rights Agreement) were,
               beneficially owned by an Acquiring Person which the Board
               of Directors, in its sole discretion, determines is or
               was involved in, or caused or facilitated, directly or
               indirectly, any of such events, will be null and void. 
               However, Rights are not exercisable following the first
               occurrence of any of the events set forth in this
               paragraph until such time as the Rights are no longer
               redeemable by the Company as described below.

                         For example, following an event described in
               the preceding paragraph, at an exercise price of $175 per
               Right, each Right not voided as described above would
               entitle its holder to purchase $350 worth of Common Stock
               (or other consideration, as noted above) for $175. 
               Assuming that the Common Stock had a per share value of
               $50 at such time, the holder of each valid Right would be
               entitled to purchase 7 shares of Common Stock for $175.

                         In the event that, at any time following the
               Stock Acquisition Date, (i) the Company is acquired in a
               merger or other business combination transaction in which
               the Company is not the surviving corporation (other than
               a merger described in the second preceding paragraph), or
               (ii) 50% or more of the Company's assets or earning power
               is sold or transferred, each holder of a Right (except
               Rights which previously have been voided as described
               above) shall thereafter have the right to receive, upon
               exercise, common stock of the acquiring company having a
               value equal to two times the exercise price of the Right.

                         The Purchase Price payable, and the number of
               Units of Preferred Stock or other securities or property
               issuable, upon exercise of the Rights are subject to
               adjustment from time to time to prevent dilution (i) in
               the event of a stock dividend on, or a subdivision,
               combination or reclassification of, the Preferred Stock,
               (ii) if holders of the Preferred Stock are granted
               certain rights or warrants to subscribe for Preferred
               Stock or convertible securities at less than the current
               market price of the Preferred Stock, or (iii) upon the
               distribution to holders of the Preferred Stock of
               evidences of indebtedness or assets (excluding regular
               quarterly cash dividends) or of subscription rights or
               warrants (other than those referred to above).

                         With certain exceptions, no adjustment in the
               Purchase Price will be required until cumulative
               adjustments amount to at least 1% of the Purchase Price. 
               No fractional Units will be issued and, in lieu thereof,
               an adjustment in cash will be made based on the market
               price of the Preferred Stock on the last trading date
               prior to the date of exercise.

                         At any time until ten business days following
               the Stock Acquisition Date, the Company may redeem the
               Rights in whole, but not in part, at a price of $.01 per
               Right.  After the redemption period has expired, the
               Company's right of redemption may be reinstated if, among
               other things, an Acquiring Person reduces its beneficial
               ownership to 10% or less of the outstanding shares of
               Common Stock in a transaction or series of transactions
               not involving the Company.  Immediately upon the action
               of the Board of Directors ordering redemption of the
               Rights, the Rights will terminate and the only right of
               the holders of Rights will be to receive the $.01 per
               Right redemption price.

                         Until a Right is exercised, the holder thereof,
               as such, will have no rights as a stockholder of the
               Company, including, without limitation, the right to vote
               or to receive dividends.  While the distribution of the
               Rights will not be taxable to stockholders or to the
               Company, stockholders may, depending upon the
               circumstances, recognize taxable income in the event that
               the Rights become exercisable for Common Stock (or other
               consideration) of the Company or for common stock of an
               acquiring company as set forth above.

                         Other than those provisions relating to the
               principal economic terms of the Rights, any of the
               provisions of the Rights Agreement may be amended by the
               Board of Directors of the Company prior to the
               Distribution Date.  After the Distribution Date, the
               provisions of the Rights Agreement may be amended by the
               Board in order to cure any ambiguity, to make changes
               which do not adversely affect the interests of holders of
               Rights, or to shorten or lengthen any time period under
               the Rights Agreement (including the time period governing
               redemption); provided, however, that no amendment to
               adjust the time period governing redemption may be made
               at such time as the Rights are not redeemable.

                         A copy of the Rights Agreement has been filed
               with the Securities and Exchange Commission as an Exhibit
               to a Registration Statement on Form 8-A dated June 25,
               1986.  A copy of the Rights Agreement is available free
               of charge from the Company.  This summary description of
               the Rights does not purport to be complete and is
               qualified in its entirety by reference to the Rights
               Agreement, which is incorporated herein by reference.

                                                            EXHIBIT 99.2

                          GREAT WESTERN FINANCIAL CORPORATION

                                          and

                        FIRST CHICAGO TRUST COMPANY OF NEW YORK

                                      Rights Agent

                                                      

                                    Rights Agreement

                               Dated as of June 27, 1995

                                   Table of Contents

                  Section                                         Page

                  1.  Certain Definitions . . . . . . . . . . . .    3

                  2.  Appointment of Rights Agent . . . . . . . .   10

                  3.  Issue of Rights Certificates  . . . . . . .   10

                  4.  Form of Rights Certificates . . . . . . . .   15

                  5.  Countersignature and Registration . . . . .   17

                  6.  Transfer, Split Up, Combination and
                       Exchange of Rights Certificates;
                       Mutilated, Destroyed, Lost or
                       Stolen Rights Certificates . . . . . . . .   19

                  7.  Exercise of Rights; Purchase Price;
                       Expiration Date of Rights  . . . . . . . .   21

                  8.  Cancellation and Destruction of
                       Rights Certificates  . . . . . . . . . . .   28

                  9.  Reservation and Availability of
                       Capital Stock  . . . . . . . . . . . . . .   28

                  10.  Preferred Stock Record Date  . . . . . . .   32

                  11.  Adjustment of Purchase Price,
                        Number and Kind of Shares or
                        Number of Rights  . . . . . . . . . . . .   34

                  12.  Certificate of Adjusted Purchase
                        Price or Number of Shares . . . . . . . .   58

                  13.  Consolidation, Merger or Sale
                        or Transfer of Assets or Earning
                        Power . . . . . . . . . . . . . . . . . .   59

                  14.  Fractional Rights and Fractional
                        Shares  . . . . . . . . . . . . . . . . .   66

                  15.  Rights of Action . . . . . . . . . . . . .   69

                  16.  Agreement of Rights Holders  . . . . . . .   70

                  17.  Rights Certificate Holder Not Deemed
                        a Stockholder . . . . . . . . . . . . . .   72

                  18.  Concerning the Rights Agent  . . . . . . .   73

                  19.  Merger or Consolidation or Change of
                        Name of Rights Agent  . . . . . . . . . .   74

                  20.  Duties of Rights Agent . . . . . . . . . .   75

                  21.  Change of Rights Agent . . . . . . . . . .   80

                  22.  Issuance of New Rights Certificates  . . .   83

                  23.  Redemption and Termination . . . . . . . .   84

                  24.  Notice of Certain Events . . . . . . . . .   91

                  25.  Notices  . . . . . . . . . . . . . . . . .   93

                  26.  Supplements and Amendments . . . . . . . .   94

                  27.  Successors . . . . . . . . . . . . . . . .   96

                  28.  Determinations and Actions
                        by the Board of Directors, etc. . . . . .   96

                  29.  Benefits of this Agreement . . . . . . . .   98

                  30.  Severability . . . . . . . . . . . . . . .   98

                  31.  Governing Law  . . . . . . . . . . . . . .   99

                  32.  Counterparts . . . . . . . . . . . . . . .  100

                  33.  Descriptive Headings . . . . . . . . . . .  100

                  Exhibit A  --  Certificate of Designation,
                                 Preferences and Rights

                  Exhibit B  --  Form of Rights Certificate

                                    RIGHTS AGREEMENT

                         RIGHTS AGREEMENT, dated as of June 27, 1995
               (the "Agreement"), between Great Western Financial
               Corporation, a Delaware corporation (the "Company"), and
               First Chicago Trust Company of New York (the "Rights
               Agent").

                                  W I T N E S S E T H 

                         WHEREAS, on June 24, 1986, the Board of
               Directors of the Company (the "Board") (i) approved and
               adopted a Rights Agreement (which Rights Agreement, as
               subsequently amended, is referred to herein as the
               "Existing Rights Agreement") between the Company and the
               rights agent thereunder, (ii) authorized and declared a
               dividend distribution of one right (an "Existing Right")
               for each share of common stock, par value $1.00 per
               share, of the Company (the "Common Stock") outstanding at
               the close of business on July 14, 1986 (the "1986 Record
               Date") and (iii) authorized the issuance of one Existing
               Right (as such number may have been adjusted pursuant to
               the provisions of Section 11(p) of the Existing Rights
               Agreement) for each share of Common Stock of the Company
               issued between the 1986 Record Date (whether originally
               issued or delivered from the Company's treasury) and the
               "Distribution Date" specified in the Existing Rights
               Agreement;

                         WHEREAS, pursuant to the Existing Rights
               Agreement, the Existing Rights will expire no later than
               July 14, 1996; 

                         WHEREAS, on June 27, 1995 (the "Rights Dividend
               Declaration Date"), the Board authorized and declared a
               dividend distribution of one Right for each share of
               Common Stock outstanding at the close of business on the
               "Expiration Date" specified in the Existing Agreement
               (the "Record Date"), and has authorized the issuance of
               one Right (as such number may hereinafter be adjusted
               pursuant to the provisions of Section 11(p) hereof) for
               each share of Common Stock of the Company issued between
               the Record Date (whether originally issued or delivered
               from the Company's treasury) and the Distribution Date
               (as defined below), each Right initially representing the
               right to purchase one one-hundredth of a share of Series
               A Junior Participating Preferred Stock of the Company
               having the rights, powers and preferences set forth in
               the Certificate of Designation attached hereto as Exhibit
               A, upon the terms and subject to the conditions
               hereinafter set forth (the "Rights");

                         NOW, THEREFORE, in consideration of the
               premises and the mutual agreements herein set forth, the
               parties hereby agree as follows: 

                         Section 1.  Certain Definitions.  For purposes
               of this Agreement, the following terms have the meanings
               indicated: 

                              (a)  "Acquiring Person" shall mean any
               Person who or which, together with all Affiliates and
               Associates of such Person, shall be the Beneficial Owner
               of 15% or more of the shares of Common Stock then
               outstanding, but shall not include (i) the Company, (ii)
               any Subsidiary of the Company, (iii) any employee benefit
               plan of the Company or of any Subsidiary of the Company,
               (iv) any Person or entity organized, appointed or
               established by the Company for or pursuant to the terms
               of any such plan or (v) any Person who has reported or is
               required to report such ownership (but less than 20%) on
               Schedule 13G under the Exchange Act (or any comparable or
               successor report) or on Schedule 13D under the Exchange
               Act (or any comparable or successor report) which
               Schedule 13G or 13D does not state any intention to, or
               reserve the right to, control or influence the management
               or policies of the Company or (with respect to any such
               Schedule 13D) engage in any of the actions specified in
               Item 4 of such Schedule (other than the disposition of
               the Common Stock) and who, within 10 Business Days of
               being requested by the Company to advise it regarding the
               same, certifies to the Company that such Person acquired
               shares of Common Stock in excess of 14.9% inadvertently
               or without knowledge of the terms of the Rights and who,
               together with all Affiliates and Associates, thereafter
               does not acquire additional shares of Common Stock while
               the Beneficial Owner of 15% or more of the shares of
               Common Stock then outstanding; provided, however, that if
               the Person requested to so certify fails to do so within
               10 Business Days, then such Person shall become an
               Acquiring Person immediately after such 10 Business Day
               Period.

                              (b)  "Affiliate" and "Associate" shall
               have the respective meanings ascribed to such terms in
               Rule 12b-2 of the General Rules and Regulations under the
               Securities Exchange Act of 1934, as amended and in effect
               on the date of this Agreement (the "Exchange Act"). 

                              (c)  A Person shall be deemed the
               "Beneficial Owner" of, and shall be deemed to
               "beneficially own," any securities: 

                                   (i)  which such Person or any
                     of such Person's Affiliates or Associates,
                     directly or indirectly, has the right to
                     acquire (whether such right is exercisable
                     immediately or only after the passage of
                     time) pursuant to any agreement, arrangement
                     or understanding (whether or not in writing)
                     or upon the exercise of conversion rights,
                     exchange rights, rights, warrants or options,
                     or otherwise; provided, however, that a
                     Person shall not be deemed the "Beneficial
                     Owner" of, or to "beneficially own," (A)
                     securities tendered pursuant to a tender or
                     exchange offer made by such Person or any of
                     such Person's Affiliates or Associates until
                     such tendered securities are accepted for
                     purchase or exchange, or (B) securities
                     issuable upon exercise of Rights at any time
                     prior to the occurrence of a Triggering
                     Event, or (C) securities issuable upon
                     exercise of Rights from and after the
                     occurrence of a Triggering Event which Rights
                     were acquired by such Person or any of such
                     Person's Affiliates or Associates prior to
                     the Distribution Date or pursuant to Section
                     3(a) or Section 22 hereof (the "Original
                     Rights") or pursuant to Section 11(i) hereof
                     in connection with an adjustment made with
                     respect to any Original Rights; 

                              (ii)  which such Person or any of
                     such Person's Affiliates or Associates,
                     directly or indirectly, has the right to vote
                     or dispose of or has "beneficial ownership"
                     of (as determined pursuant to Rule 13d-3 of
                     the General Rules and Regulations under the
                     Exchange Act), including pursuant to any
                     agreement, arrangement or understanding,
                     whether or not in writing; provided, however,
                     that a Person shall not be deemed the
                     "Beneficial Owner" of, or to "beneficially
                     own," any security under this subparagraph
                     (ii) as a result of an agreement, arrangement
                     or understanding to vote such security if
                     such agreement, arrangement or understanding: 
                     (A) arises solely from a revocable proxy
                     given in response to a public proxy or
                     consent solicitation made pursuant to, and in
                     accordance with, the applicable provisions of
                     the General Rules and Regulations under the
                     Exchange Act, and (B) is not also then
                     reportable by such Person on Schedule 13D
                     under the Exchange Act (or any comparable or
                     successor report); or 

                              (iii)  which are beneficially owned,
                     directly or indirectly, by any other Person
                     (or any Affiliate or Associate thereof) with
                     which such Person (or any of such Person's
                     Affiliates or Associates) has any agreement,
                     arrangement or understanding (whether or not
                     in writing), for the purpose of acquiring,
                     holding, voting (except pursuant to a
                     revocable proxy as described in the proviso
                     to subparagraph (ii) of this paragraph (c))
                     or disposing of any voting securities of the
                     Company;

               provided, however, that nothing in this paragraph (c)
               shall cause a Person engaged in business as an
               underwriter of securities to be the "Beneficial Owner"
               of, or to "beneficially own", any securities acquired
               through such Person's participation in good faith in a
               firm commitment underwriting until the expiration of
               forty days after the date of such acquisition.

                              (d)  "Business Day" shall mean any day
               other than a Saturday, Sunday or a day on which banking
               institutions in the State of New York are authorized or
               obligated by law or executive order to close.

                              (e)  "Close of business" on any given date
               shall mean 5:00 P.M., New York City time, on such date;
               provided, however, that if such date is not a Business
               Day it shall mean 5:00 P.M., New York City time, on the
               next succeeding Business Day. 

                              (f)  "Common Stock" shall mean the common
               stock, par value $1.00 per share, of the Company, except
               that "Common Stock" when used with reference to any
               Person other than the Company shall mean the capital
               stock of such Person with the greatest voting power, or
               the equity securities or other equity interest having
               power to control or direct the management, of such
               Person. 

                              (g)  "Continuing Director" shall mean (i)
               any member of the Board, while such Person is a member of
               the Board, who is not an Acquiring Person, or an
               Affiliate or Associate of an Acquiring Person, or a
               representative of an Acquiring Person or of any such
               Affiliate or Associate, and was a member of the Board
               prior to the date of this Agreement, or (ii) any Person
               who subsequently becomes a member of the Board, while
               such Person is a member of the Board, who is not an
               Acquiring Person, or an Affiliate or Associate of an
               Acquiring Person, or a representative of an Acquiring
               Person or of any such Affiliate or Associate, if such
               Person's nomination for election or election to the Board
               is recommended or approved by a majority of the
               Continuing Directors.

                              (h)  "Person" shall mean any individual,
               firm, corporation, partnership or other entity. 

                              (i)  "Preferred Stock" shall mean shares
               of Series A Junior Participating Preferred Stock, par
               value $1.00 per share, of the Company and, to the extent
               that there are not a sufficient number of shares of
               Series A Junior Participating Preferred Stock authorized
               to permit the full exercise of the Rights, any other
               series of Preferred Stock, par value $0.01 per share, of
               the Company designated for such purpose containing terms
               substantially similar to the terms of the Series A Junior
               Participating Preferred Stock.

                              (j)  "Section 11(a)(ii) Event" shall mean
               any event described in Section 11(a)(ii) hereof. 

                              (k)  "Section 13 Event" shall mean any
               event described in clauses (x), (y) or (z) of Section
               13(a) hereof. 

                              (l)  "Stock Acquisition Date" shall mean
               the first date of public announcement (which, for
               purposes of this definition, shall include, without
               limitation, a report filed pursuant to Section 13(d)
               under the Exchange Act) by the Company or an Acquiring
               Person that an Acquiring Person has become such. 

                              (m)  "Subsidiary" shall mean, with
               reference to any Person, any corporation of which an
               amount of voting securities sufficient to elect at least
               a majority of the directors of such corporation is
               beneficially owned, directly or indirectly, by such
               Person, or otherwise controlled by such Person. 

                              (n)  "Triggering Event" shall mean any
               Section 11(a)(ii) Event or any Section 13 Event. 

                         Section 2.  Appointment of Rights Agent.  The
               Company hereby appoints the Rights Agent to act as agent
               for the Company and the holders of the Rights (who, in
               accordance with Section 3 hereof, shall prior to the
               Distribution Date also be the holders of the Common
               Stock) in accordance with the terms and conditions
               hereof, and the Rights Agent hereby accepts such
               appointment.  The Company may from time to time appoint
               such Co-Rights Agents as it may deem necessary or
               desirable. 

                         Section 3.  Issue of Rights Certificates.   

                              (a)  Until the earlier of (i) the close of
               business on the tenth business day after the Stock
               Acquisition Date (or, if the tenth business day after the
               Stock Acquisition Date occurs before the Record Date, the
               close of business on the Record Date), or (ii) the close
               of business on the tenth business day (or such later date
               as the Board shall determine, provided, however, that any
               lengthening of such date following the first occurrence
               of either of the events set forth in clauses (i) and (ii)
               of the first proviso to Section 23(a) hereof shall be
               effective only if there are Continuing Directors and
               shall require the concurrence of a majority of such
               Continuing Directors) after the date that a tender or
               exchange offer by any Person (other than the Company, any
               Subsidiary of the Company, any employee benefit plan of
               the Company or of any Subsidiary of the Company, or any
               Person or entity organized, appointed or established by
               the Company for or pursuant to the terms of any such
               plan) is first published or sent or given within the
               meaning of Rule 14d-2(a) of the General Rules and
               Regulations under the Exchange Act, if upon consummation
               thereof, such Person would be the Beneficial Owner of 15%
               or more of the shares of Common Stock then outstanding
               (the earlier of (i) and (ii) being herein referred to as
               the "Distribution Date"), (x) the Rights will be
               evidenced (subject to the provisions of paragraph (b) of
               this Section 3) by the certificates for the Common Stock
               registered in the names of the holders of the Common
               Stock (which certificates for Common Stock shall be
               deemed also to be certificates for Rights) and not by
               separate certificates, and (y) the Rights will be
               transferable only in connection with the transfer of the
               underlying shares of Common Stock (including a transfer
               to the Company).  As soon as practicable after the
               Distribution Date, the Rights Agent will send by
               first-class, insured, postage prepaid mail, to each
               record holder of the Common Stock as of the close of
               business on the Distribution Date, at the address of such
               holder shown on the records of the Company, one or more
               right certificates, in substantially the form of Exhibit
               B hereto (the "Rights Certificates"), evidencing one
               Right for each share of Common Stock so held, subject to
               adjustment as provided herein.  In the event that an
               adjustment in the number of Rights per share of Common
               Stock has been made pursuant to Section 11(p) hereof, at
               the time of distribution of the Right Certificates, the
               Company shall make the necessary and appropriate rounding
               adjustments (in accordance with Section 14(a) hereof) so
               that Rights Certificates representing only whole numbers
               of Rights are distributed and cash is paid in lieu of any
               fractional Rights.  As of and after the Distribution
               Date, the Rights will be evidenced solely by such Rights
               Certificates. 

                              (b)  With respect to certificates for the
               Common Stock outstanding as of the Record Date, until the
               Distribution Date, the Rights will be evidenced by such
               certificates for the Common Stock and the registered
               holders of the Common Stock shall also be the registered
               holders of the associated Rights.  Until the earlier of
               the Distribution Date or the Expiration Date (as such
               term is defined in Section 7 hereof), the transfer of any
               certificates representing shares of Common Stock in
               respect of which Rights have been issued shall also
               constitute the transfer of the Rights associated with
               such shares of Common Stock. 

                              (c)  Rights shall be issued in respect of
               all shares of Common Stock which are issued (whether
               originally issued or from the Company's treasury) after
               the Record Date but prior to the earlier of the
               Distribution Date or the Expiration Date.  Certificates
               representing such shares of Common Stock shall also be
               deemed to be certificates for Rights, and shall bear the
               following legend:

                         This certificate also evidences and
                     entitles the holder hereof to certain Rights
                     as set forth in the Rights Agreement between
                     Great Western Financial Corporation (the
                     "Company") and the rights agent thereunder
                     (the "Rights Agent") dated as of June 27,
                     1995, as such agreement may be amended from
                     time to time (the "Rights Agreement"), the
                     terms of which are hereby incorporated herein
                     by reference and a copy of which is on file
                     at the principal offices of the Company. 
                     Under certain circumstances, as set forth in
                     the Rights Agreement, such Rights will be
                     evidenced by separate certificates and will
                     no longer be evidenced by this certificate. 
                     The Company will mail to the holder of this
                     certificate a copy of the Rights Agreement,
                     as in effect on the date of mailing, without
                     charge promptly after receipt of a written
                     request therefor.  Under certain
                     circumstances set forth in the Rights
                     Agreement, Rights issued to, or held by, any
                     Person who is, was or becomes an Acquiring
                     Person or any Affiliate or Associates thereof
                     (as such terms are defined in the Rights
                     Agreement), whether currently held by or on
                     behalf of such Person or by any subsequent
                     holder, may become null and void. 

               With respect to such certificates containing the
               foregoing legend, until the earlier of (i) the
               Distribution Date or (ii) the Expiration Date, the Rights
               associated with the Common Stock represented by such
               certificates shall be evidenced by such certificates
               alone and registered holders of Common Stock shall also
               be the registered holders of the associated Rights, and
               the transfer of any of such certificates shall also
               constitute the transfer of the Rights associated with the
               Common Stock represented by such certificates. 

                         Section 4.  Form of Rights Certificates. 

                              (a)  The Rights Certificates (and the
               forms of election to purchase and of assignment to be
               printed on the reverse thereof) shall each be
               substantially in the form set forth in Exhibit B hereto
               and may have such marks of identification or designation
               and such legends, summaries or endorsements printed
               thereon as the Company may deem appropriate and as are
               not inconsistent with the provisions of this Agreement,
               or as may be required to comply with any applicable law
               or with any rule or regulation made pursuant thereto or
               with any rule or regulation of any stock exchange on
               which the Rights may from time to time be listed, or to
               conform to usage.  Subject to the provisions of Section
               11 and Section 22 hereof, the Rights Certificates,
               whenever distributed, shall be dated as of the Record
               Date and on their face shall entitle the holders thereof
               to purchase such number of one one-hundredths of a share
               of Preferred Stock as shall be set forth therein at the
               price set forth therein (such exercise price per one
               one-hundredth of a share, the "Purchase Price"), but the
               amount and type of securities purchasable upon the
               exercise of each Right and the Purchase Price thereof
               shall be subject to adjustment as provided herein. 

                              (b)  Any Rights Certificate issued
               pursuant to Section 3(a) or Section 22 hereof that
               represents Rights beneficially owned by:  (i) an
               Acquiring Person or any Associate or Affiliate of an
               Acquiring Person, (ii) a transferee of an Acquiring
               Person (or of any such Associate or Affiliate) who
               becomes a transferee after the Acquiring Person becomes
               such, or (iii) a transferee of an Acquiring Person (or of
               any such Associate or Affiliate) who becomes a transferee
               prior to or concurrently with the Acquiring Person
               becoming such and receives such Rights pursuant to either
               (A) a transfer (whether or not for consideration) from
               the Acquiring Person to holders of equity interests in
               such Acquiring Person, or to any Person with whom such
               Acquiring Person has any continuing agreement,
               arrangement or understanding regarding the transferred
               Rights or (B) a transfer which the Board has determined
               is part of a plan, arrangement or understanding which has
               as a primary purpose or effect avoidance of Section 7(e)
               hereof (provided, however, that following the first
               occurrence of either of the events set forth in clauses
               (i) and (ii) of the first proviso to Section 23(a)
               hereof, the determination described in this clause (B)
               shall be made by the vote of a majority of the Continuing
               Directors), and any Rights Certificate issued pursuant to
               Section 6 or Section 11 hereof upon transfer, exchange,
               replacement or adjustment of any other Rights Certificate
               referred to in this sentence, shall contain (to the
               extent feasible) the following legend: 

                     The Rights represented by this Rights
                     Certificate are or were beneficially owned by
                     a Person who was or became an Acquiring
                     Person or an Affiliate or Associate of an
                     Acquiring Person (as such terms are defined
                     in the Rights Agreement).  Accordingly, this
                     Rights Certificate and the Rights represented
                     hereby may become null and void in the
                     circumstances specified in Section 7(e) of
                     such Agreement. 

                         Section 5.  Countersignature and Registration. 

                              (a)  The Rights Certificates shall be
               executed on behalf of the Company by its Chairman of the
               Board, its Vice Chairman, its President or any Vice
               President, either manually or by facsimile signature, and
               shall have affixed thereto the Company's seal or a
               facsimile thereof which shall be attested by the
               Secretary or an Assistant Secretary of the Company,
               either manually or by facsimile signature.  The Rights
               Certificates shall be manually countersigned by the
               Rights Agent and shall not be valid for any purpose
               unless so countersigned.  In case any officer of the
               Company who shall have signed any of the Rights
               Certificates shall cease to be such officer of the
               Company before countersignature by the Rights Agent and
               issuance and delivery by the Company, such Rights
               Certificates, nevertheless, may be countersigned by the
               Rights Agent and issued and delivered by the Company with
               the same force and effect as though the person who signed
               such Rights Certificates had not ceased to be such
               officer of the Company; and any Rights Certificates may
               be signed on behalf of the Company by any person who, at
               the actual date of the execution of such Rights
               Certificate, shall be a proper officer of the Company to
               sign such Rights Certificate, although at the date of the
               execution of this Rights Agreement any such person was
               not such an officer. 

                              (b)  Following the Distribution Date, the
               Rights Agent will keep or cause to be kept, at its
               principal office or offices designated as the appropriate
               place for surrender of Rights Certificates upon exercise
               or transfer, books for registration and transfer of the
               Rights Certificates issued hereunder.  Such books shall
               show the names and addresses of the respective holders of
               the Rights Certificates, the number of Rights evidenced
               on its face by each of the Rights Certificates, the
               certificate number of each of the Rights Certificates and
               the date of each of the Rights Certificates. 

                         Section 6.  Transfer, Split Up, Combination and
               Exchange of Rights Certificates; Mutilated, Destroyed,
               Lost or Stolen Rights Certificates.  (a)  Subject to the
               provisions of Section 4(b), Section 7(e) and Section 14
               hereof, at any time after the close of business on the
               Distribution Date, and at or prior to the close of
               business on the Expiration Date, any Rights Certificate
               or Certificates may be transferred, split up, combined or
               exchanged for another Rights Certificate or Certificates,
               entitling the registered holder to purchase a like number
               of one one-hundredths of a share of Preferred Stock (or,
               following a Triggering Event, Common Stock, other
               securities, cash or other assets, as the case may be) as
               the Rights Certificate or Certificates surrendered then
               entitled such holder (or former holder in the case of a
               transfer) to purchase.  Any registered holder desiring to
               transfer, split up, combine or exchange any Rights
               Certificate or Certificates shall make such request in
               writing delivered to the Rights Agent, and shall
               surrender the Rights Certificate or Certificates to be
               transferred, split up, combined or exchanged at the
               principal office or offices of the Rights Agent
               designated for such purpose.  Neither the Rights Agent
               nor the Company shall be obligated to take any action
               whatsoever with respect to the transfer of any such
               surrendered Rights Certificate until the registered
               holder shall have completed and signed the certificate
               contained in the form of assignment on the reverse side
               of such Rights Certificate and shall have provided such
               additional evidence of the identity of the Beneficial
               Owner (or former Beneficial Owner) or Affiliates or
               Associates thereof as the Company shall reasonably
               request.  Thereupon the Rights Agent shall, subject to
               Section 4(b), Section 7(e) and Section 14 hereof,
               countersign and deliver to the Person entitled thereto a
               Rights Certificate or Rights Certificates, as the case
               may be, as so requested.  The Company may require payment
               of a sum sufficient to cover any tax or governmental
               charge that may be imposed in connection with any
               transfer, split up, combination or exchange of Rights
               Certificates. 

                              (b)  Upon receipt by the Company and the
               Rights Agent of evidence reasonably satisfactory to them
               of the loss, theft, destruction or mutilation of a Rights
               Certificate, and, in case of loss, theft or destruction,
               of indemnity or security reasonably satisfactory to them,
               and reimbursement to the Company and the Rights Agent of
               all reasonable expenses incidental thereto, and upon
               surrender to the Rights Agent and cancellation of the
               Rights Certificate if mutilated, the Company will execute
               and deliver a new Rights Certificate of like tenor to the
               Rights Agent for countersignature and delivery to the
               registered owner in lieu of the Rights Certificate so
               lost, stolen, destroyed or mutilated. 

                         Section 7.  Exercise of Rights; Purchase Price;
               Expiration Date of Rights.  (a)  Subject to Section 7(e)
               hereof, the registered holder of any Rights Certificate
               may exercise the Rights evidenced thereby (except as
               otherwise provided herein including, without limitation,
               the restrictions on exercisability set forth in Section
               9(c), Section 11(a)(iii) and Section 23(a) hereof) in
               whole or in part at any time after the Distribution Date
               upon surrender of the Rights Certificate, with the form
               of election to purchase and the certificate on the
               reverse side thereof duly executed, to the Rights Agent
               at the principal office or offices of the Rights Agent
               designated for such purpose, together with payment of the
               aggregate Purchase Price with respect to the total number
               of one one-hundredths of a share (or other securities,
               cash or other assets, as the case may be) as to which
               such surrendered Rights are then exercisable, at or prior
               to the earliest of (i) the close of business on July 14,
               2006 (the "Final Expiration Date"), (ii) the time at
               which the Rights are redeemed as provided in Section 23
               hereof or (iii) the occurrence of a Section 11(a)(ii)
               Event, if such Section 11(a)(ii) Event shall occur prior
               to the "Expiration Date" specified in the Existing
               Agreement and the Board shall determine that the
               expiration of the Rights issued hereunder is appropriate
               (which determination shall, if made following the first
               occurrence of either of the events set forth in clauses
               (i) and (ii) of the first proviso to Section 23(a)
               hereof, be effective only if there are Continuing
               Directors and shall require the concurrence of a majority
               of such Continuing Directors) (the earliest of (i), (ii)
               and (iii) being herein referred to as the "Expiration
               Date"). 

                              (b)  The Purchase Price for each one
               one-hundredth of a share of Preferred Stock pursuant to
               the exercise of a Right shall initially be $80.00, and
               shall be subject to adjustment from time to time as
               provided in Sections 11 and 13(a) hereof and shall be
               payable in accordance with paragraph (c) below. 

                              (c)  Upon receipt of a Rights Certificate
               representing exercisable Rights, with the form of
               election to purchase and the certificate duly executed,
               accompanied by payment, with respect to each Right so
               exercised, of the Purchase Price per one one-hundredth of
               a share of Preferred Stock (or other shares, securities,
               cash or other assets, as the case may be) to be purchased
               as set forth below and an amount equal to any applicable
               transfer tax, the Rights Agent shall, subject to Section
               20(k) hereof, thereupon promptly (i) (A) requisition from
               any transfer agent of the shares of Preferred Stock (or
               make available, if the Rights Agent is the transfer agent
               for such shares) certificates for the total number of one
               one-hundredths of a share of Preferred Stock to be
               purchased and the Company hereby irrevocably authorizes
               its transfer agent to comply with all such requests, or
               (B) if the Company shall have elected to deposit the
               total number of shares of Preferred Stock issuable upon
               exercise of the Rights hereunder with a depositary agent,
               requisition from the depositary agent depositary receipts
               representing such number of one one-hundredths of a share
               of Preferred Stock as are to be purchased (in which case
               certificates for the shares of Preferred Stock
               represented by such receipts shall be deposited by the
               transfer agent with the depositary agent) and the Company
               will direct the depositary agent to comply with such
               request, (ii) requisition from the Company the amount of
               cash, if any, to be paid in lieu of fractional shares in
               accordance with Section 14 hereof, (iii) after receipt of
               such certificates or depositary receipts, cause the same
               to be delivered to or upon the order of the registered
               holder of such Rights Certificate, registered in such
               name or names as may be designated by such holder, and
               (iv) after receipt thereof, deliver such cash, if any, to
               or upon the order of the registered holder of such Rights
               Certificate.  The payment of the Purchase Price (as such
               amount may be reduced pursuant to Section 11(a)(iii)
               hereof) shall be made in cash or by certified check, bank
               check, bank draft or money order payable to the order of
               the Company.  In the event that the Company is obligated
               to issue other securities (including Common Stock) of the
               Company, pay cash and/or distribute other property
               pursuant to Section 11(a) hereof, the Company will make
               all arrangements necessary so that such other securities,
               cash and/or other property are available for distribution
               by the Rights Agent, if and when appropriate.  The
               Company reserves the right to require prior to the
               occurrence of a Triggering Event that, upon any exercise
               of Rights, a number of Rights be exercised so that only
               whole shares of Preferred Stock be issued.  In addition,
               if the Company shall determine that a registration
               statement is required following the Distribution Date,
               the Company may, subject to the provisions of Section
               9(c) hereof, temporarily suspend the exercisability of
               the Rights until such time as a registration statement
               has been declared effective.  Notwithstanding any
               provision of this Agreement to the contrary, the Rights
               shall not be exercisable in any jurisdiction if the
               requisite qualification in such jurisdiction shall not
               have been obtained, the exercise thereof shall not be
               permitted under applicable law or a registration
               statement shall not have been declared effective.

                              (d)  In case the registered holder of any
               Rights Certificate shall exercise less than all the
               Rights evidenced thereby, a new Rights Certificate
               evidencing Rights equivalent to the Rights remaining
               unexercised shall be issued by the Rights Agent and
               delivered to, or upon the order of, the registered holder
               of such Rights Certificate, registered in such name or
               names as may be designated by such holder, subject to the
               provisions of Section 14 hereof. 

                              (e)  Notwithstanding anything in this
               Agreement to the contrary, from and after the first
               occurrence of a Section 11(a)(ii) Event, any Rights
               beneficially owned by (i) an Acquiring Person or an
               Associate or Affiliate of an Acquiring Person, (ii) a
               transferee of an Acquiring Person (or of any such
               Associate or Affiliate) who becomes a transferee after
               such Acquiring Person becomes such, or (iii) a transferee
               of such Acquiring Person (or of any such Associate or
               Affiliate) who becomes a transferee prior to or
               concurrently with such Acquiring Person becoming such and
               receives such Rights pursuant to either (A) a transfer
               (whether or not for consideration) from such Acquiring
               Person to holders of equity interests in such Acquiring
               Person or to any Person with whom such Acquiring Person
               has any continuing agreement, arrangement or
               understanding regarding the transferred Rights or (B) a
               transfer which the Board has determined is part of a
               plan, arrangement or understanding which has as a primary
               purpose or effect the avoidance of this Section 7(e)
               (provided, however, that following the first occurrence
               of either of the events set forth in clauses (i) and (ii)
               of the first proviso to Section 23(a) hereof, the
               determination described in this clause (B) shall be made
               by the vote of a majority of the Continuing Directors),
               shall become null and void without any further action and
               no holder of such Rights shall have any rights whatsoever
               with respect to such Rights, whether under any provision
               of this Agreement or otherwise.  The Company shall use
               all reasonable efforts to insure that the provisions of
               this Section 7(e) and Section 4(b) hereof are complied
               with, but shall have no liability to any holder of Rights
               Certificates or other Person as a result of its failure
               to make any determinations with respect to an Acquiring
               Person or its Affiliates, Associates or transferees
               hereunder. 

                              (f)  Notwithstanding anything in this
               Agreement to the contrary, neither the Rights Agent nor
               the Company shall be obligated to undertake any action
               with respect to a registered holder upon the occurrence
               of any purported exercise as set forth in this Section 7
               unless such registered holder shall have (i) completed
               and signed the certificate contained in the form of
               election to purchase set forth on the reverse side of the
               Rights Certificate surrendered for such exercise, and
               (ii) provided such additional evidence of the identity of
               the Beneficial Owner (or former Beneficial Owner) or
               Affiliates or Associates thereof as the Company shall
               reasonably request. 

                         Section 8.  Cancellation and Destruction of
               Rights Certificates.  All Rights Certificates surrendered
               for the purpose of exercise, transfer, split up,
               combination or exchange shall, if surrendered to the
               Company or any of its agents, be delivered to the Rights
               Agent for cancellation or in cancelled form, or, if
               surrendered to the Rights Agent, shall be cancelled by
               it, and no Rights Certificates shall be issued in lieu
               thereof except as expressly permitted by any of the
               provisions of this Agreement.  The Company shall deliver
               to the Rights Agent for cancellation and retirement, and
               the Rights Agent shall so cancel and retire, any other
               Rights Certificate purchased or acquired by the Company
               otherwise than upon the exercise thereof.  The Rights
               Agent shall deliver all cancelled Rights Certificates to
               the Company, or shall, at the written request of the
               Company, destroy such cancelled Rights Certificates, and
               in such case shall deliver a certificate of destruction
               thereof to the Company. 

                         Section 9.  Reservation and Availability of
               Capital Stock.  (a)  The Company covenants and agrees
               that it will cause to be reserved and kept available out
               of its authorized and unissued shares of Preferred Stock
               (and, following the occurrence of a Triggering Event, out
               of its authorized and unissued shares of Common Stock
               and/or other securities or out of its authorized and
               issued shares held in its treasury), the number of shares
               of Preferred Stock (and, following the occurrence of a
               Triggering Event, Common Stock and/or other securities)
               that, as provided in this Agreement including Section
               11(a)(iii) hereof, will be sufficient to permit the
               exercise in full of all outstanding Rights. 

                              (b)  So long as the shares of Preferred
               Stock (and, following the occurrence of a Triggering
               Event, Common Stock and/or other securities) issuable and
               deliverable upon the exercise of the Rights may be listed
               on any national securities exchange, the Company shall
               use its best efforts to cause, from and after such time
               as the Rights become exercisable, all shares reserved for
               such issuance to be listed on such exchange upon official
               notice of issuance upon such exercise. 

                              (c)  The Company shall use its best
               efforts to (i) file, as soon as practicable following the
               earliest date after the first occurrence of a Section
               11(a)(ii) Event on which the consideration to be
               delivered by the Company upon exercise of the Rights has
               been determined in accordance with Section 11(a)(iii)
               hereof, or as soon as is required by law following the
               Distribution Date, as the case may be, a registration
               statement under the Securities Act of 1933 (the "Act"),
               with respect to the securities purchasable upon exercise
               of the Rights on an appropriate form, (ii) cause such
               registration statement to become effective as soon as
               practicable after such filing, and (iii) cause such
               registration statement to remain effective (with a
               prospectus at all times meeting the requirements of the
               Act) until the earlier of (A) the date as of which the
               Rights are no longer exercisable for such securities, and
               (B) the date of the expiration of the Rights.  The
               Company will also take such action as may be appropriate
               under, or to ensure compliance with, the securities or
               "blue sky" laws of the various states in connection with
               the exercisability of the Rights.  The Company may
               temporarily suspend, for a period of time not to exceed
               ninety (90) days after the date set forth in clause (i)
               of the first sentence of this Section 9(c), the
               exercisability of the Rights in order to prepare and file
               such registration statement and permit it to become
               effective.  Upon any such suspension, the Company shall
               issue a public announcement stating that the
               exercisability of the Rights has been temporarily
               suspended, as well as a public announcement at such time
               as the suspension is no longer in effect.  In addition,
               if the Company shall determine that a registration
               statement is required following the Distribution Date,
               the Company may temporarily suspend the exercisability of
               the Rights until such time as a registration statement
               has been declared effective.  Notwithstanding any
               provision of this Agreement to the contrary, the Rights
               shall not be exercisable in any jurisdiction if the
               requisite qualification in such jurisdiction shall not
               have been obtained, the exercise thereof shall not be
               permitted under applicable law or a registration
               statement shall not have been declared effective. 

                              (d)  The Company covenants and agrees that
               it will take all such action as may be necessary to
               ensure that all one one-hundredths of a share of
               Preferred Stock (and, following the occurrence of a
               Triggering Event, Common Stock and/or other securities)
               delivered upon exercise of Rights shall, at the time of
               delivery of the certificates for such shares (subject to
               payment of the Purchase Price), be duly and validly
               authorized and issued and fully paid and nonassessable. 

                              (e)  The Company further covenants and
               agrees that it will pay when due and payable any and all
               federal and state transfer taxes and charges which may be
               payable in respect of the issuance or delivery of the
               Rights Certificates and of any certificates for a number
               of one one-hundredths of a share of Preferred Stock (or
               Common Stock and/or other securities, as the case may be)
               upon the exercise of Rights.  The Company shall not,
               however, be required to pay any transfer tax which may be
               payable in respect of any transfer or delivery of Rights
               Certificates to a Person other than, or the issuance or
               delivery of a number of one one-hundredths of a share of
               Preferred Stock (or Common Stock and/or other securities,
               as the case may be) in respect of a name other than that
               of, the registered holder of the Rights Certificates
               evidencing Rights surrendered for exercise or to issue or
               deliver any certificates for a number of one
               one-hundredths of a share of Preferred Stock (or Common
               Stock and/or other securities, as the case may be) in a
               name other than that of the registered holder upon the
               exercise of any Rights until such tax shall have been
               paid (any such tax being payable by the holder of such
               Rights Certificate at the time of surrender) or until it
               has been established to the Company's satisfaction that
               no such tax is due. 

                         Section 10.  Preferred Stock Record Date.  Each
               person in whose name any certificate for a number of one
               one-hundredths of a share of Preferred Stock (or Common
               Stock and/or other securities, as the case may be) is
               issued upon the exercise of Rights shall for all purposes
               be deemed to have become the holder of record of such
               fractional shares of Preferred Stock (or Common Stock
               and/or other securities, as the case may be) represented
               thereby on, and such certificate shall be dated, the date
               upon which the Rights Certificate evidencing such Rights
               was duly surrendered and payment of the Purchase Price
               (and all applicable transfer taxes) was made; provided,
               however, that if the date of such surrender and payment
               is a date upon which the Preferred Stock (or Common Stock
               and/or other securities, as the case may be) transfer
               books of the Company are closed, such Person shall be
               deemed to have become the record holder of such shares
               (fractional or otherwise) on, and such certificate shall
               be dated, the next succeeding Business Day on which the
               Preferred Stock (or Common Stock and/or other securities,
               as the case may be) transfer books of the Company are
               open.  Prior to the exercise of the Rights evidenced
               thereby, the holder of a Rights Certificate shall not be
               entitled to any rights of a stockholder of the Company
               with respect to shares for which the Rights shall be
               exercisable, including, without limitation, the right to
               vote, to receive dividends or other distributions or to
               exercise any preemptive rights, and shall not be entitled
               to receive any notice of any proceedings of the Company,
               except as provided herein. 

                         Section 11.  Adjustment of Purchase Price,
               Number and Kind of Shares or Number of Rights.  The
               Purchase Price, the number and kind of shares covered by
               each Right and the number of Rights outstanding are
               subject to adjustment from time to time as provided in
               this Section 11. 

                                   (a)(i)  In the event the
                     Company shall at any time after the date of
                     this Agreement (A) declare a dividend on the
                     Preferred Stock payable in shares of
                     Preferred Stock, (B) subdivide the
                     outstanding Preferred Stock, (C) combine the
                     outstanding Preferred Stock into a smaller
                     number of shares, or (D) issue any shares of
                     its capital stock in a reclassification of
                     the Preferred Stock (including any such
                     reclassification in connection with a
                     consolidation or merger in which the Company
                     is the continuing or surviving corporation),
                     except as otherwise provided in this Section
                     11(a) and Section 7(e) hereof, the Purchase
                     Price in effect at the time of the record
                     date for such dividend or of the effective
                     date of such subdivision, combination or
                     reclassification, and the number and kind of
                     shares of Preferred Stock or capital stock,
                     as the case may be, issuable on such date,
                     shall be proportionately adjusted so that the
                     holder of any Right exercised after such time
                     shall be entitled to receive, upon payment of
                     the Purchase Price then in effect, the
                     aggregate number and kind of shares of
                     Preferred Stock or capital stock, as the case
                     may be, which, if such Right had been
                     exercised immediately prior to such date and
                     at a time when the Preferred Stock transfer
                     books of the Company were open, he would have
                     owned upon such exercise and been entitled to
                     receive by virtue of such dividend,
                     subdivision, combination or reclassification. 
                     If an event occurs which would require an
                     adjustment under both this Section 11(a)(i)
                     and Section 11(a)(ii) hereof, the adjustment
                     provided for in this Section 11(a)(i) shall
                     be in addition to, and shall be made prior
                     to, any adjustment required pursuant to
                     Section 11(a)(ii) hereof.

                                   (ii)  In the event that any
                     Person (other than the Company, any
                     Subsidiary of the Company, any employee
                     benefit plan of the Company or of any
                     Subsidiary of the Company, or any Person or
                     entity organized, appointed or established by
                     the Company for or pursuant to the terms of
                     any such plan), alone or together with its
                     Affiliates and Associates, shall, at any time
                     after the Rights Dividend Declaration Date,
                     become the Beneficial Owner of 15% or more of
                     the shares of Common Stock then outstanding,
                     unless the event causing the 15% threshold to
                     be crossed is a transaction set forth in
                     Section 13(a) hereof, or is an acquisition of
                     shares of Common Stock pursuant to a tender
                     offer or an exchange offer for all
                     outstanding shares of Common Stock at a price
                     and on terms determined by at least a
                     majority of the members of the Board who are
                     not officers of the Company and who are not
                     representatives, nominees, Affiliates or
                     Associates of an Acquiring Person, after
                     receiving advice from one or more investment
                     banking firms, to be (a) at a price which is
                     fair to the Company's stockholders (taking
                     into account all factors which such members
                     of the Board deem relevant including, without
                     limitation, prices which could reasonably be
                     achieved if the Company or its assets were
                     sold on an orderly basis designed to realize
                     maximum value) and (b) otherwise in the best
                     interests of the Company and its stockholders
                     (hereinafter a "Qualifying Offer"), then,
                     promptly following the occurrence of any
                     event described in Section 11(a)(ii) hereof,
                     proper provision shall be made so that each
                     holder of a Right (except as provided below
                     and in Section 7(e) hereof) shall thereafter
                     have the right to receive, upon exercise
                     thereof at the then current Purchase Price in
                     accordance with the terms of this Agreement,
                     in lieu of a number of one one-hundredths of
                     a share of Preferred Stock, such number of
                     shares of Common Stock of the Company as
                     shall equal the result obtained by (x)
                     multiplying the then current Purchase Price
                     by the then number of one one-hundredths of a
                     share of Preferred Stock for which a Right
                     was exercisable immediately prior to the
                     first occurrence of a Section 11(a)(ii)
                     Event, and (y) dividing that product (which,
                     following such first occurrence, shall
                     thereafter be referred to as the "Purchase
                     Price" for each Right and for all purposes of
                     this Agreement) by 50% of the current market
                     price (determined pursuant to Section 11(d)
                     hereof) per share of Common Stock on the date
                     of such first occurrence (such number of
                     shares, the "Adjustment Shares"). 

                              (iii)  In the event that the number
                     of shares of Common Stock which are
                     authorized by the Company's certificate of
                     incorporation but not outstanding or reserved
                     for issuance for purposes other than upon
                     exercise of the Rights are not sufficient to
                     permit the exercise in full of the Rights in
                     accordance with the foregoing subparagraph
                     (ii) of this Section 11(a), the Company shall
                     (A) determine the excess of (1) the value of
                     the Adjustment Shares issuable upon the
                     exercise of a Right (the "Current Value")
                     over (2) the Purchase Price (such excess, the
                     "Spread"), and (B) with respect to each Right
                     (subject to Section 7(e) hereof), make
                     adequate provision to substitute for the
                     Adjustment Shares, upon the exercise of a
                     Right and payment of the applicable Purchase
                     Price, (1) cash, (2) a reduction in the
                     Purchase Price, (3) Common Stock or other
                     equity securities of the Company (including,
                     without limitation, shares, or units of
                     shares, of preferred stock which the Board
                     has deemed to have the same value as shares
                     of Common Stock (such shares of preferred
                     stock being referred to as "common stock
                     equivalents")), (4) debt securities of the
                     Company, (5) other assets, or (6) any
                     combination of the foregoing, having an
                     aggregate value equal to the Current Value,
                     where such aggregate value has been
                     determined by the Board based upon the advice
                     of a nationally recognized investment banking
                     firm selected by the Board; provided,
                     however, that if the Company shall not have
                     made adequate provision to deliver value
                     pursuant to clause (B) above within thirty
                     (30) days following the later of (x) the
                     first occurrence of a Section 11(a)(ii) Event
                     and (y) the date on which the Company's right
                     of redemption pursuant to Section 23(a)
                     expires (the later of (x) and (y) being
                     referred to herein as the "Section 11(a)(ii)
                     Trigger Date"), then the Company shall be
                     obligated to deliver, upon the surrender for
                     exercise of a Right and without requiring
                     payment of the Purchase Price, shares of
                     Common Stock (to the extent available) and
                     then, if necessary, cash, which shares and/or
                     cash have an aggregate value equal to the
                     Spread.  If the Board shall determine in good
                     faith that it is likely that sufficient
                     additional shares of Common Stock could be
                     authorized for issuance upon exercise in full
                     of the Rights, the thirty (30) day period set
                     forth above may be extended to the extent
                     necessary, but not more than ninety (90) days
                     after the Section 11(a)(ii) Trigger Date, in
                     order that the Company may seek shareholder
                     approval for the authorization of such
                     additional shares (such period, as it may be
                     extended, the "Substitution Period").  To the
                     extent that the Company determines that some
                     action need be taken pursuant to the first
                     and/or second sentences of this Section
                     11(a)(iii), the Company (x) shall provide,
                     subject to Section 7(e) hereof, that such
                     action shall apply uniformly to all
                     outstanding Rights, and (y) may suspend the
                     exercisability of the Rights until the
                     expiration of the Substitution Period in
                     order to seek any authorization of additional
                     shares and/or to decide the appropriate form
                     of distribution to be made pursuant to such
                     first sentence and to determine the value
                     thereof.  In the event of any such
                     suspension, the Company shall issue a public
                     announcement stating that the exercisability
                     of the Rights has been temporarily suspended,
                     as well as a public announcement at such time
                     as the suspension is no longer in effect. 
                     For purposes of this Section 11(a)(iii), the
                     value of the Common Stock shall be the
                     current market price (as determined pursuant
                     to Section 11(d) hereof) per share of the
                     Common Stock on the Section 11(a)(ii) Trigger
                     Date and the value of any "common stock
                     equivalent" shall be deemed to have the same
                     value as the Common Stock on such date. 
                     Notwithstanding the foregoing provisions of
                     this subparagraph (iii), in the event that,
                     pursuant to this subparagraph (iii), upon the
                     exercise of the Rights the Company shall be
                     required to deliver value in any form other
                     than shares of Common Stock, such value shall
                     be delivered only to the extent and at the
                     time that, if required, the approval by
                     appropriate financial regulatory authorities
                     with supervisory jurisdiction over the
                     Company and its financial Subsidiaries of
                     such delivery of such value shall have been
                     obtained.

                              (b)  In case the Company shall fix a
               record date for the issuance of rights, options or
               warrants to all holders of Preferred Stock entitling them
               to subscribe for or purchase (for a period expiring
               within  forty-five (45) calendar days after such record
               date) Preferred Stock (or shares having the same rights,
               privileges and preferences as the shares of Preferred
               Stock ("equivalent preferred stock")) or securities
               convertible into Preferred Stock or equivalent preferred
               stock at a price per share of Preferred Stock or per
               share of equivalent preferred stock (or having a
               conversion price per share, if a security convertible
               into Preferred Stock or equivalent preferred stock) less
               than the current market price (as determined pursuant to
               Section 11(d) hereof) per share of Preferred Stock on
               such record date, the Purchase Price to be in effect
               after such record date shall be determined by multiplying
               the Purchase Price in effect immediately prior to such
               record date by a fraction, the numerator of which shall
               be the number of shares of Preferred Stock outstanding on
               such record date, plus the number of shares of Preferred
               Stock which the aggregate offering price of the total
               number of shares of Preferred Stock and/or equivalent
               preferred stock so to be offered (and/or the aggregate
               initial conversion price of the convertible securities so
               to be offered) would purchase at such current market
               price, and the denominator of which shall be the number
               of shares of Preferred Stock outstanding on such record
               date, plus the number of additional shares of Preferred
               Stock and/or equivalent preferred stock to be offered for
               subscription or purchase (or into which the convertible
               securities so to be offered are initially convertible). 
               In case such subscription price may be paid by delivery
               of consideration part or all of which may be in a form
               other than cash, the value of such consideration shall be
               as determined in good faith by the Board, whose
               determination shall be described in a statement filed
               with the Rights Agent and shall be binding on the Rights
               Agent and the holders of the Rights.  Shares of Preferred
               Stock owned by or held for the account of the Company
               shall not be deemed outstanding for the purpose of any
               such computation.  Such adjustment shall be made
               successively whenever such a record date is fixed, and in
               the event that such rights or warrants are not so issued,
               the Purchase Price shall be adjusted to be the Purchase
               Price which would then be in effect if such record date
               had not been fixed. 

                              (c)  In case the Company shall fix a
               record date for a distribution to all holders of
               Preferred Stock (including any such distribution made in
               connection with a consolidation or merger in which the
               Company is the continuing corporation) of evidences of
               indebtedness, cash (other than a regular quarterly cash
               dividend out of the earnings or retained earnings of the
               Company), assets (other than a dividend payable in
               Preferred Stock, but including any dividend payable in
               stock other than Preferred Stock) or subscription rights
               or warrants (excluding those referred to in Section 11(b)
               hereof), the Purchase Price to be in effect after such
               record date shall be determined by multiplying the
               Purchase Price in effect immediately prior to such record
               date by a fraction, the numerator of which shall be the
               current market price (as determined pursuant to Section
               11(d) hereof) per share of Preferred Stock on such record
               date, less the fair market value (as determined in good
               faith by the Board of Directors of the Company, whose
               determination shall be described in a statement filed
               with the Rights Agent) of the portion of the cash, assets
               or evidences of indebtedness so to be distributed or of
               such subscription rights or warrants applicable to a
               share of Preferred Stock and the denominator of which
               shall be such current market price (as determined
               pursuant to Section 11(d) hereof) per share of Preferred
               Stock.  Such adjustments shall be made successively
               whenever such a record date is fixed, and in the event
               that such distribution is not so made, the Purchase Price
               shall be adjusted to be the Purchase Price which would
               have been in effect if such record date had not been
               fixed. 

                              (d)(i)  For the purpose of any computation
               hereunder, other than computations made pursuant to
               Section 11(a)(iii) hereof, the "current market price" per
               share of Common Stock on any date shall be deemed to be
               the average of the daily closing prices per share of such
               Common Stock for the thirty (30) consecutive Trading Days
               (as such term is hereinafter defined) immediately prior
               to such date, and for purposes of computations made
               pursuant to Section 11(a)(iii) hereof, the "current
               market price" per share of Common Stock on any date shall
               be deemed to be the average of the daily closing prices
               per share of such Common Stock for the ten (10)
               consecutive Trading Days immediately following such date;
               provided, however, that in the event that the current
               market price per share of the Common Stock is determined
               during a period following the announcement by the issuer
               of such Common Stock of (A) a dividend or distribution on
               such Common Stock payable in shares of such Common Stock
               or securities convertible into shares of such Common
               Stock (other than the Rights), or (B) any subdivision,
               combination or reclassification of such Common Stock, and
               prior to the expiration of the requisite thirty (30)
               Trading Day or ten (10) Trading Day period, as set forth
               above, after the ex-dividend date for such dividend or
               distribution, or the record date for such subdivision,
               combination or reclassification, then, and in each such
               case, the "current market price" shall be properly
               adjusted to take into account ex-dividend trading.  The
               closing price for each day shall be the last sale price,
               regular way, or, in case no such sale takes place on such
               day, the average of the closing bid and asked prices,
               regular way, in either case as reported in the principal
               consolidated transaction reporting system with respect to
               securities listed or admitted to trading on the New York
               Stock Exchange or, if the shares of Common Stock are not
               listed or admitted to trading on the New York Stock
               Exchange, as reported in the principal consolidated
               transaction reporting system with respect to securities
               listed on the principal national securities exchange on
               which the shares of Common Stock are listed or admitted
               to trading or, if the shares of Common Stock are not
               listed or admitted to trading on any national securities
               exchange, the last quoted price or, if not so quoted, the
               average of the high bid and low asked prices in the
               over-the-counter market, as reported by the National
               Association of Securities Dealers, Inc. Automated
               Quotation System ("NASDAQ") or such other system then in
               use, or, if on any such date the shares of Common Stock
               are not quoted by any such organization, the average of
               the closing bid and asked prices as furnished by a
               professional market maker making a market in the Common
               Stock selected by the Board.  If on any such date no
               market maker is making a market in the Common Stock, the
               fair value of such shares on such date as determined in
               good faith by the Board shall be used.  The term "Trading
               Day" shall mean a day on which the principal national
               securities exchange on which the shares of Common Stock
               are listed or admitted to trading is open for the
               transaction of business or, if the shares of Common Stock
               are not listed or admitted to trading on any national
               securities exchange, a Business Day.  If the Common Stock
               is not publicly held or not so listed or traded, "current
               market price" per share shall mean the fair value per
               share as determined in good faith by the Board, whose
               determination shall be described in a statement filed
               with the Rights Agent and shall be conclusive for all
               purposes. 

                              (ii)  For the purpose of any computation
               hereunder, the "current market price" per share of
               Preferred Stock shall be determined in the same manner as
               set forth above for the Common Stock in clause (i) of
               this Section 11(d) (other than the last sentence
               thereof).  If the "current market price" per share of
               Preferred Stock cannot be determined in the manner
               provided above or if the Preferred Stock is not publicly
               held or listed or traded in a manner described in clause
               (i) of this Section 11(d), the "current market price" per
               share of Preferred Stock shall be conclusively deemed to
               be an amount equal to 100 (as such number may be
               appropriately adjusted for such events as stock splits,
               stock dividends and recapitalizations with respect to the
               Common Stock occurring after the date of this Agreement)
               multiplied by the current market price per share of the
               Common Stock.  If neither the Common Stock nor the
               Preferred Stock is publicly held or so listed or traded,
               "current market price" per share of the Preferred Stock
               shall mean the fair value per share as determined in good
               faith by the Board, whose determination shall be
               described in a statement filed with the Rights Agent and
               shall be conclusive for all purposes.  For all purposes
               of this Agreement, the "current market price" of one one-
               hundredth of a share of Preferred Stock shall be equal to
               the "current market price" of one share of Preferred
               Stock divided by 100. 

                              (e)  Anything herein to the contrary
               notwithstanding, no adjustment in the Purchase Price
               shall be required unless such adjustment would require an
               increase or decrease of at least one percent (1%) in the
               Purchase Price; provided, however, that any adjustments
               which by reason of this Section 11(e) are not required to
               be made shall be carried forward and taken into account
               in any subsequent adjustment.  All calculations under
               this Section 11 shall be made to the nearest cent or to
               the nearest ten-thousandth of a share of Common Stock or
               other share or one-millionth of a share of Preferred
               Stock, as the case may be.  Notwithstanding the first
               sentence of this Section 11(e), any adjustment required
               by this Section 11 shall be made no later than the
               earlier of (i) three (3) years from the date of the
               transaction which mandates such adjustment, or (ii) the
               Expiration Date. 

                              (f)  If as a result of an adjustment made
               pursuant to Section 11(a)(ii) or Section 13(a) hereof,
               the holder of any Right thereafter exercised shall become
               entitled to receive any shares of capital stock other
               than Preferred Stock, thereafter the number of such other
               shares so receivable upon exercise of any Right and the
               Purchase Price thereof shall be subject to adjustment
               from time to time in a manner and on terms as nearly
               equivalent as practicable to the provisions with respect
               to the Preferred Stock contained in Sections 11(a), (b),
               (c), (e), (g), (h), (i), (j), (k) and (m), and the
               provisions of Sections 7, 9, 10, 13 and 14 hereof with
               respect to the Preferred Stock shall apply on like terms
               to any such other shares. 

                              (g)  All Rights originally issued by the
               Company subsequent to any adjustment made to the Purchase
               Price hereunder shall evidence the right to purchase, at
               the adjusted Purchase Price, the number of one
               one-hundredths of a share of Preferred Stock purchasable
               from time to time hereunder upon exercise of the Rights,
               all subject to further adjustment as provided herein. 

                              (h)  Unless the Company shall have
               exercised its election as provided in Section 11(i), upon
               each adjustment of the Purchase Price as a result of the
               calculations made in Sections 11(b) and (c), each Right
               outstanding immediately prior to the making of such
               adjustment shall thereafter evidence the right to
               purchase, at the adjusted Purchase Price, that number of
               one one-hundredths of a share of Preferred Stock
               (calculated to the nearest one-millionth) obtained by (i)
               multiplying (x) the number of one one-hundredths of a
               share covered by a Right immediately prior to this
               adjustment, by (y) the Purchase Price in effect
               immediately prior to such adjustment of the Purchase
               Price, and (ii) dividing the product so obtained by the
               Purchase Price in effect immediately after such
               adjustment of the Purchase Price. 

                              (i)  The Company may elect on or after the
               date of any adjustment of the Purchase Price to adjust
               the number of Rights, in lieu of any adjustment in the
               number of one one-hundredths of a share of Preferred
               Stock purchasable upon the exercise of a Right.  Each of
               the Rights outstanding after the adjustment in the number
               of Rights shall be exercisable for the number of one
               one-hundredths of a share of Preferred Stock for which a
               Right was exercisable immediately prior to such
               adjustment.  Each Right held of record prior to such
               adjustment of the number of Rights shall become that
               number of Rights (calculated to the nearest
               one-ten-thousandth) obtained by dividing the Purchase
               Price in effect immediately prior to adjustment of the
               Purchase Price by the Purchase Price in effect
               immediately after adjustment of the Purchase Price.  The
               Company shall make a public announcement of its election
               to adjust the number of Rights, indicating the record
               date for the adjustment, and, if known at the time, the
               amount of the adjustment to be made.  This record date
               may be the date on which the Purchase Price is adjusted
               or any day thereafter, but, if the Rights Certificates
               have been issued, shall be at least ten (10) days later
               than the date of the public announcement.  If Rights
               Certificates have been issued, upon each adjustment of
               the number of Rights pursuant to this Section 11(i), the
               Company shall, as promptly as practicable, cause to be
               distributed to holders of record of Rights Certificates
               on such record date Rights Certificates evidencing,
               subject to Section 14 hereof, the additional Rights to
               which such holders shall be entitled as a result of such
               adjustment, or, at the option of the Company, shall cause
               to be distributed to such holders of record in
               substitution and replacement for the Rights Certificates
               held by such holders prior to the date of adjustment, and
               upon surrender thereof, if required by the Company, new
               Rights Certificates evidencing all the Rights to which
               such holders shall be entitled after such adjustment. 
               Rights Certificates so to be distributed shall be issued,
               executed and countersigned in the manner provided for
               herein (and may bear, at the option of the Company, the
               adjusted Purchase Price) and shall be registered in the
               names of the holders of record of Rights Certificates on
               the record date specified in the public announcement. 

                              (j)  Irrespective of any adjustment or
               change in the Purchase Price or the number of one one-
               hundredths of a share of Preferred Stock issuable upon
               the exercise of the Rights, the Rights Certificates
               theretofore and thereafter issued may continue to express
               the Purchase Price per one one-hundredth of a share and
               the number of one one-hundredths of a share which were
               expressed in the initial Rights Certificates issued
               hereunder. 

                              (k)  Before taking any action that would
               cause an adjustment reducing the Purchase Price below the
               then stated value, if any, of the number of one
               one-hundredths of a share of Preferred Stock issuable
               upon exercise of the Rights, the Company shall take any
               corporate action which may, in the opinion of its
               counsel, be necessary in order that the Company may
               validly and legally issue fully paid and nonassessable
               such number of one one-hundredths of a share of Preferred
               Stock at such adjusted Purchase Price. 

                              (l)  In any case in which this Section 11
               shall require that an adjustment in the Purchase Price be
               made effective as of a record date for a specified event,
               the Company may elect to defer until the occurrence of
               such event the issuance to the holder of any Right
               exercised after such record date the number of one one-
               hundredths of a share of Preferred Stock and other
               capital stock or securities of the Company, if any,
               issuable upon such exercise over and above the number of
               one one-hundredths of a share of Preferred Stock and
               other capital stock or securities of the Company, if any,
               issuable upon such exercise on the basis of the Purchase
               Price in effect prior to such adjustment; provided,
               however, that the Company shall deliver to such holder a
               due bill or other appropriate instrument evidencing such
               holder's right to receive such additional shares
               (fractional or otherwise) or securities upon the
               occurrence of the event requiring such adjustment. 

                              (m)  Anything in this Section 11 to the
               contrary notwithstanding, the Company shall be entitled
               to make such reductions in the Purchase Price, in
               addition to those adjustments expressly required by this
               Section 11, as and to the extent that in its good faith
               judgment the Board shall determine to be advisable in
               order that any (i) consolidation or subdivision of the
               Preferred Stock, (ii) issuance wholly for cash of any
               shares of Preferred Stock at less than the current market
               price, (iii) issuance wholly for cash of shares of
               Preferred Stock or securities which by their terms are
               convertible into or exchangeable for shares of Preferred
               Stock, (iv) stock dividends or (v) issuance of rights,
               options or warrants referred to in this Section 11,
               hereafter made by the Company to holders of its Preferred
               Stock shall not be taxable to such stockholders. 

                              (n)  The Company covenants and agrees that
               it shall not, at any time after the Distribution Date,
               (i) consolidate with any other Person (other than a
               Subsidiary of the Company in a transaction which complies
               with Section 11(o) hereof), (ii) merge with or into any
               other Person (other than a Subsidiary of the Company in a
               transaction which complies with Section 11(o) hereof), or
               (iii) sell or transfer (or permit any Subsidiary to sell
               or transfer), in one transaction, or a series of related
               transactions, assets or earning power aggregating more
               than 50% of the assets or earning power of the Company
               and its Subsidiaries (taken as a whole) to any other
               Person or Persons (other than the Company and/or any of
               its Subsidiaries in one or more transactions each of
               which complies with Section 11(o) hereof), if (x) at the
               time of or immediately after such consolidation, merger
               or sale there are any rights, warrants or other
               instruments or securities outstanding or agreements in
               effect which would substantially diminish or otherwise
               eliminate the benefits intended to be afforded by the
               Rights or (y) prior to, simultaneously with or
               immediately after such consolidation, merger or sale, the
               shareholders of the Person who constitutes, or would
               constitute, the "Principal Party" for purposes of Section
               13(a) hereof shall have received a distribution of Rights
               previously owned by such Person or any of its Affiliates
               and Associates. 

                              (o)  The Company covenants and agrees
               that, after the Distribution Date, it will not, except as
               permitted by Section 23 or Section 26 hereof, take (or
               permit any Subsidiary to take) any action if at the time
               such action is taken it is reasonably foreseeable that
               such action will diminish substantially or otherwise
               eliminate the benefits intended to be afforded by the
               Rights. 

                              (p)  Anything in this Agreement to the
               contrary notwithstanding, in the event that the Company
               shall at any time after the Rights Dividend Declaration
               Date and prior to the Distribution Date (i) declare a
               dividend on the outstanding shares of Common Stock
               payable in shares of Common Stock, (ii) subdivide the
               outstanding shares of Common Stock, or (iii) combine the
               outstanding shares of Common Stock into a smaller number
               of shares, the number of Rights associated with each
               share of Common Stock then outstanding, or issued or
               delivered thereafter but prior to the Distribution Date,
               shall be proportionately adjusted so that the number of
               Rights thereafter associated with each share of Common
               Stock following any such event shall equal the result
               obtained by multiplying the number of Rights associated
               with each share of Common Stock immediately prior to such
               event by a fraction the numerator of which shall be the
               total number of shares of Common Stock outstanding
               immediately prior to the occurrence of the event and the
               denominator of which shall be the total number of shares
               of Common Stock outstanding immediately following the
               occurrence of such event. 

                         Section 12.  Certificate of Adjusted Purchase
               Price or Number of Shares.  Whenever an adjustment is
               made as provided in Section 11 and Section 13 hereof, the
               Company shall (a) promptly prepare a certificate setting
               forth such adjustment and a brief statement of the facts
               accounting for such adjustment, (b) promptly file with
               the Rights Agent, and with each transfer agent for the
               Preferred Stock and the Common Stock, a copy of such
               certificate, and (c) mail a brief summary thereof to each
               holder of a Rights Certificate (or, if prior to the
               Distribution Date, to each holder of a certificate
               representing shares of Common Stock) in accordance with
               Section 25 hereof.  The Rights Agent shall be fully
               protected in relying on any such certificate and on any
               adjustment therein contained.

                         Section 13.  Consolidation, Merger or Sale or
               Transfer of Assets or Earning Power.

                              (a)  In the event that, following the
               Stock Acquisition Date, directly or indirectly, (x) the
               Company shall consolidate with, or merge with and into,
               any other Person (other than a Subsidiary of the Company
               in a transaction which complies with Section 11(o)
               hereof), and the Company shall not be the continuing or
               surviving corporation of such consolidation or merger,
               (y) any Person (other than a Subsidiary of the Company in
               a transaction which complies with Section 11(o) hereof)
               shall consolidate with, or merge with or into, the
               Company, and the Company shall be the continuing or
               surviving corporation of such consolidation or merger
               and, in connection with such consolidation or merger, all
               or part of the outstanding shares of Common Stock shall
               be changed into or exchanged for stock or other
               securities of any other Person or cash or any other
               property, or (z) the Company shall sell or otherwise
               transfer (or one or more of its Subsidiaries shall sell
               or otherwise transfer), in one transaction or a series of
               related transactions, assets or earning power aggregating
               more than 50% of the assets or earning power of the
               Company and its Subsidiaries (taken as a whole) to any
               Person or Persons (other than the Company or any
               Subsidiary of the Company in one or more transactions
               each of which complies with Section 11(o) hereof), then,
               and in each such case (except as may be contemplated by
               Section 13(d) hereof) proper provision shall be made so
               that:  (i) each holder of a Right, except as provided in
               Section 7(e) hereof, shall thereafter have the right to
               receive, upon the exercise thereof at the then current
               Purchase Price in accordance with the terms of this
               Agreement, such number of validly authorized and issued,
               fully paid, non-assessable and freely tradeable shares of
               Common Stock of the Principal Party (as such term is
               hereinafter defined), not subject to any liens,
               encumbrances, rights of first refusal or other adverse
               claims, as shall be equal to the result obtained by (1)
               multiplying the then current Purchase Price by the number
               of one one-hundredths of a share of Preferred Stock for
               which a Right is exercisable immediately prior to the
               first occurrence of a Section 13 Event (or, if a Section
               11(a)(ii) Event has occurred prior to the first
               occurrence of a Section 13 Event, multiplying the number
               of such one one-hundredths of a share for which a Right
               was exercisable immediately prior to the first occurrence
               of a Section 11(a)(ii) Event by the Purchase Price in
               effect immediately prior to such first occurrence), and
               dividing that product (which, following the first
               occurrence of a Section 13 Event, shall be referred to as
               the "Purchase Price" for each Right and for all purposes
               of this Agreement) by (2) 50% of the current market price
               (determined pursuant to Section 11(d)(i) hereof) per
               share of the Common Stock of such Principal Party on the
               date of consummation of such Section 13 Event; (ii) such
               Principal Party shall thereafter be liable for, and shall
               assume, by virtue of such Section 13 Event, all the
               obligations and duties of the Company pursuant to this
               Agreement; (iii) the term "Company" shall thereafter be
               deemed to refer to such Principal Party, it being
               specifically intended that the provisions of Section 11
               hereof shall apply only to such Principal Party following
               the first occurrence of a Section 13 Event; (iv) such
               Principal Party shall take such steps (including, but not
               limited to, the reservation of a sufficient number of
               shares of its Common Stock) in connection with the
               consummation of any such transaction as may be necessary
               to assure that the provisions hereof shall thereafter be
               applicable, as nearly as reasonably may be, in relation
               to its shares of Common Stock thereafter deliverable upon
               the exercise of the Rights; and (v) the provisions of
               Section 11(a)(ii) hereof shall be of no effect following
               the first occurrence of any Section 13 Event. 

                              (b)  "Principal Party" shall mean 

                                   (i)  in the case of any
                     transaction described in clause (x) or (y) of
                     the first sentence of Section 13(a), the
                     Person that is the issuer of any securities
                     into which shares of Common Stock of the
                     Company are converted in such merger or
                     consolidation, and if no securities are so
                     issued, the Person that is the other party to
                     such merger or consolidation; and  

                                   (ii)  in the case of any
                     transaction described in clause (z) of the
                     first sentence of Section 13(a), the Person
                     that is the party receiving the greatest
                     portion of the assets or earning power
                     transferred pursuant to such transaction or
                     transactions; 

               provided, however, that in any such case, (1) if the
               Common Stock of such Person is not at such time and has
               not been continuously over the preceding twelve (12)
               month period registered under Section 12 of the Exchange
               Act, and such Person is a direct or indirect Subsidiary
               of another Person the Common Stock of which is and has
               been so registered, "Principal Party" shall refer to such
               other Person; and (2) in case such Person is a
               Subsidiary, directly or indirectly, of more than one
               Person, the Common Stocks of two or more of which are and
               have been so registered, "Principal Party" shall refer to
               whichever of such Persons is the issuer of the Common
               Stock having the greatest aggregate market value. 

                              (c)  The Company shall not consummate any
               such consolidation, merger, sale or transfer unless the
               Principal Party shall have a sufficient number of
               authorized shares of its Common Stock which have not been
               issued or reserved for issuance to permit the exercise in
               full of the Rights in accordance with this Section 13 and
               unless prior thereto the Company and such Principal Party
               shall have executed and delivered to the Rights Agent a
               supplemental agreement providing for the terms set forth
               in paragraphs (a) and (b) of this Section 13 and further
               providing that, as soon as practicable after the date of
               any consolidation, merger or sale of assets mentioned in
               paragraph (a) of this Section 13, the Principal Party
               will  

                                   (i)  prepare and file a
                     registration statement under the Act, with
                     respect to the Rights and the securities
                     purchasable upon exercise of the Rights on an
                     appropriate form, and will use its best
                     efforts to cause such registration statement
                     to (A) become effective as soon as
                     practicable after such filing and (B) remain
                     effective (with a prospectus at all times
                     meeting the requirements of the Act) until
                     the Expiration Date; and 

                                   (ii)  will deliver to holders
                     of the Rights historical financial statements
                     for the Principal Party and each of its
                     Affiliates which comply in all respects with
                     the requirements for registration on Form 10
                     under the Exchange Act. 

               The provisions of this Section 13 shall similarly apply
               to successive mergers or consolidations or sales or other
               transfers.  In the event that a Section 13 Event shall
               occur at any time after the occurrence of a Section
               11(a)(ii) Event, the Rights which have not theretofore
               been exercised shall thereafter become exercisable in the
               manner described in Section 13(a).

                              (d)  Notwithstanding anything in this
               Agreement to the contrary, this Section 13 shall not be
               applicable to a transaction described in subparagraphs
               (x) and (y) of Section 13(a) if (i) such transaction is
               consummated with a Person or Persons who acquired shares
               of Common Stock pursuant to a Qualifying Offer (or a
               wholly owned subsidiary of any such Person or Persons),
               (ii) the price per share of Common Stock offered in such
               transaction is not less than the price per share of
               Common Stock paid to all holders of shares of Common
               Stock whose shares were purchased pursuant to such
               Qualifying Offer and (iii) the form of consideration
               being offered to the remaining holders of shares of
               Common Stock pursuant to such transaction is the same as
               the form of consideration paid pursuant to such
               Qualifying Offer.  Upon consummation of any such
               transaction contemplated by this Section 13(d), all
               Rights hereunder shall expire.

                         Section 14.  Fractional Rights and Fractional
               Shares. 

                              (a)  The Company shall not be required to
               issue fractions of Rights, except prior to the
               Distribution Date as provided in Section 11(p) hereof, or
               to distribute Rights Certificates which evidence
               fractional Rights.  In lieu of such fractional Rights,
               there shall be paid to the registered holders of the
               Rights Certificates with regard to which such fractional
               Rights would otherwise be issuable, an amount in cash
               equal to the same fraction of the current market value of
               a whole Right.  For purposes of this Section 14(a), the
               current market value of a whole Right shall be the
               closing price of the Rights for the Trading Day
               immediately prior to the date on which such fractional
               Rights would have been otherwise issuable.  The closing
               price of the Rights for any day shall be the last sale
               price, regular way, or, in case no such sale takes place
               on such day, the average of the closing bid and asked
               prices, regular way, in either case as reported in the
               principal consolidated transaction reporting system with
               respect to securities listed or admitted to trading on
               the New York Stock Exchange or, if the Rights are not
               listed or admitted to trading on the New York Stock
               Exchange, as reported in the principal consolidated
               transaction reporting system with respect to securities
               listed on the principal national securities exchange on
               which the Rights are listed or admitted to trading, or if
               the Rights are not listed or admitted to trading on any
               national securities exchange, the last quoted price or,
               if not so quoted, the average of the high bid and low
               asked prices in the over-the-counter market, as reported
               by NASDAQ or such other system then in use or, if on any
               such date the Rights are not quoted by any such
               organization, the average of the closing bid and asked
               prices as furnished by a professional market maker making
               a market in the Rights selected by the Board of Directors
               of the Company.  If on any such date no such market maker
               is making a market in the Rights the fair value of the
               Rights on such date as determined in good faith by the
               Board of Directors of the Company shall be used. 

                              (b)  The Company shall not be required to
               issue fractions of shares of Preferred Stock (other than
               fractions which are integral multiples of one
               one-hundredth of a share of Preferred Stock) upon
               exercise of the Rights or to distribute certificates
               which evidence fractional shares of Preferred Stock
               (other than fractions which are integral multiples of one
               one-hundredth of a share of Preferred Stock).  In lieu of
               fractional shares of Preferred Stock that are not
               integral multiples of one one-hundredth of a share of
               Preferred Stock, the Company may pay to the registered
               holders of Rights Certificates at the time such Rights
               are exercised as herein provided an amount in cash equal
               to the same fraction of the current market value of one
               one-hundredth of a share of Preferred Stock.  For
               purposes of this Section 14(b), the current market value
               of one one-hundredth of a share of Preferred Stock shall
               be one one-hundredth of the closing price of a share of
               Preferred Stock (as determined pursuant to Section
               11(d)(ii) hereof) for the Trading Day immediately prior
               to the date of such exercise. 

                              (c)  Following the occurrence of a
               Triggering Event, the Company shall not be required to
               issue fractions of shares of Common Stock upon exercise
               of the Rights or to distribute certificates which
               evidence fractional shares of Common Stock.  In lieu of
               fractional shares of Common Stock, the Company may pay to
               the registered holders of Rights Certificates at the time
               such Rights are exercised as herein provided an amount in
               cash equal to the same fraction of the current market
               value of one (1) share of Common Stock.  For purposes of
               this Section 14(c), the current market value of one share
               of Common Stock shall be the closing price of one share
               of Common Stock (as determined pursuant to Section
               11(d)(i) hereof) for the Trading Day immediately prior to
               the date of such exercise. 

                              (d)  The holder of a Right by the
               acceptance of the Rights expressly waives his right to
               receive any fractional Rights or any fractional shares
               upon exercise of a Right, except as permitted by this
               Section 14. 

                         Section 15.  Rights of Action.  All rights of
               action in respect of this Agreement are vested in the
               respective registered holders of the Rights Certificates
               (and, prior to the Distribution Date, the registered
               holders of the Common Stock); and any registered holder
               of any Rights Certificate (or, prior to the Distribution
               Date, of the Common Stock), without the consent of the
               Rights Agent or of the holder of any other Rights
               Certificate (or, prior to the Distribution Date, of the
               Common Stock), may, in his own behalf and for his own
               benefit, enforce, and may institute and maintain any
               suit, action or proceeding against the Company to
               enforce, or otherwise act in respect of, his right to
               exercise the Rights evidenced by such Rights Certificate
               in the manner provided in such Rights Certificate and in
               this Agreement.  Without limiting the foregoing or any
               remedies available to the holders of Rights, it is
               specifically acknowledged that the holders of Rights
               would not have an adequate remedy at law for any breach
               of this Agreement and shall be entitled to specific
               performance of the obligations hereunder and injunctive
               relief against actual or threatened violations of the
               obligations hereunder of any Person subject to this
               Agreement. 

                         Section 16.  Agreement of Rights Holders. 
               Every holder of a Right by accepting the same consents
               and agrees with the Company and the Rights Agent and with
               every other holder of a Right that: 

                              (a)  prior to the Distribution Date, the
               Rights will be transferable only in connection with the
               transfer of Common Stock; 

                              (b)  after the Distribution Date, the
               Rights Certificates are transferable only on the registry
               books of the Rights Agent if surrendered at the principal
               office or offices of the Rights Agent designated for such
               purposes, duly endorsed or accompanied by a proper
               instrument of transfer and with the appropriate forms and
               certificates fully executed;  

                              (c)  subject to Section 6(a) and Section
               7(f) hereof, the Company and the Rights Agent may deem
               and treat the person in whose name a Rights Certificate
               (or, prior to the Distribution Date, the associated
               Common Stock certificate) is registered as the absolute
               owner thereof and of the Rights evidenced thereby
               (notwithstanding any notations of ownership or writing on
               the Rights Certificates or the associated Common Stock
               certificate made by anyone other than the Company or the
               Rights Agent) for all purposes whatsoever, and neither
               the Company nor the Rights Agent, subject to the last
               sentence of Section 7(e) hereof, shall be required to be
               affected by any notice to the contrary; and  

                              (d)  notwithstanding anything in this
               Agreement to the contrary, neither the Company nor the
               Rights Agent shall have any liability to any holder of a
               Right or other Person as a result of its inability to
               perform any of its obligations under this Agreement by
               reason of any preliminary or permanent injunction or
               other order, decree or ruling issued by a court of
               competent jurisdiction or by a governmental, regulatory
               or administrative agency or commission, or any statute,
               rule, regulation or executive order promulgated or
               enacted by any governmental authority, prohibiting or
               otherwise restraining performance of such obligation;
               provided, however, the Company must use its best efforts
               to have any such order, decree or ruling lifted or
               otherwise overturned as soon as possible. 

                         Section 17.  Rights Certificate Holder Not
               Deemed a Stockholder.  No holder, as such, of any Rights
               Certificate shall be entitled to vote, receive dividends
               or be deemed for any purpose the holder of the number of
               one one-hundredths of a share of Preferred Stock or any
               other securities of the Company which may at any time be
               issuable on the exercise of the Rights represented
               thereby, nor shall anything contained herein or in any
               Rights Certificate be construed to confer upon the holder
               of any Rights Certificate, as such, any of the rights of
               a stockholder of the Company or any right to vote for the
               election of directors or upon any matter submitted to
               stockholders at any meeting thereof, or to give or
               withhold consent to any corporate action, or to receive
               notice of meetings or other actions affecting
               stockholders (except as provided in Section 24 hereof),
               or to receive dividends or subscription rights, or
               otherwise, until the Right or Rights evidenced by such
               Rights Certificate shall have been exercised in
               accordance with the provisions hereof. 

                         Section 18.  Concerning the Rights Agent. 

                              (a)  The Company agrees to pay to the
               Rights Agent reasonable compensation for all services
               rendered by it hereunder and, from time to time, on
               demand of the Rights Agent, its reasonable expenses and
               counsel fees and disbursements and other disbursements
               incurred in the administration and execution of this
               Agreement and the exercise and performance of its duties
               hereunder.  The Company also agrees to indemnify the
               Rights Agent for, and to hold it harmless against, any
               loss, liability, or expense, incurred without negligence,
               bad faith or willful misconduct on the part of the Rights
               Agent, for anything done or omitted by the Rights Agent
               in connection with the acceptance and administration of
               this Agreement, including the costs and expenses of
               defending against any claim of liability in the premises.

                              (b)  The Rights Agent shall be protected
               and shall incur no liability for or in respect of any
               action taken, suffered or omitted by it in connection
               with its administration of this Agreement in reliance
               upon any Rights Certificate or certificate for Common
               Stock or for other securities of the Company, instrument
               of assignment or transfer, power of attorney,
               endorsement, affidavit, letter, notice, direction,
               consent, certificate, statement, or other paper or
               document believed by it to be genuine and to be signed,
               executed and, where necessary, verified or acknowledged,
               by the proper Person or Persons. 

                         Section 19.  Merger or Consolidation or Change
               of Name of Rights Agent. 

                              (a)  Any corporation into which the Rights
               Agent or any successor Rights Agent may be merged or with
               which it may be consolidated, or any corporation
               resulting from any merger or consolidation to which the
               Rights Agent or any successor Rights Agent shall be a
               party, or any corporation succeeding to the corporate
               trust or stock transfer business of the Rights Agent or
               any successor Rights Agent, shall be the successor to the
               Rights Agent under this Agreement without the execution
               or filing of any paper or any further act on the part of
               any of the parties hereto; provided, however, that such
               corporation would be eligible for appointment as a
               successor Rights Agent under the provisions of Section 21
               hereof.  In case at the time such successor Rights Agent
               shall succeed to the agency created by this Agreement,
               any of the Rights Certificates shall have been
               countersigned but not delivered, any such successor
               Rights Agent may adopt the countersignature of a
               predecessor Rights Agent and deliver such Rights
               Certificates so countersigned; and in case at that time
               any of the Rights Certificates shall not have been
               countersigned, any successor Rights Agent may countersign
               such Rights Certificates either in the name of the
               predecessor or in the name of the successor Rights Agent;
               and in all such cases such Rights Certificates shall have
               the full force provided in the Rights Certificates and in
               this Agreement. 

                              (b)  In case at any time the name of the
               Rights Agent shall be changed and at such time any of the
               Rights Certificates shall have been countersigned but not
               delivered, the Rights Agent may adopt the
               countersignature under its prior name and deliver Rights
               Certificates so countersigned; and in case at that time
               any of the Rights Certificates shall not have been
               countersigned, the Rights Agent may countersign such
               Rights Certificates either in its prior name or in its
               changed name; and in all such cases such Rights
               Certificates shall have the full force provided in the
               Rights Certificates and in this Agreement. 

                         Section 20.  Duties of Rights Agent.  The
               Rights Agent undertakes the duties and obligations
               imposed by this Agreement upon the following terms and
               conditions, by all of which the Company and the holders
               of Rights Certificates, by their acceptance thereof,
               shall be bound: 

                              (a)  The Rights Agent may consult with
               legal counsel (who may be legal counsel for the Company),
               and the opinion of such counsel shall be full and
               complete authorization and protection to the Rights Agent
               as to any action taken or omitted by it in good faith and
               in accordance with such opinion. 

                              (b)  Whenever in the performance of its
               duties under this Agreement the Rights Agent shall deem
               it necessary or desirable that any fact or matter
               (including, without limitation, the identity of any
               Acquiring Person and the determination of "current market
               price") be proved or established by the Company prior to
               taking or suffering any action hereunder, such fact or
               matter (unless other evidence in respect thereof be
               herein specifically prescribed) may be deemed to be
               conclusively proved and established by a certificate
               signed by the Chairman of the Board, the President, any
               Vice President, the Treasurer, any Assistant Treasurer,
               the Secretary or any Assistant Secretary of the Company
               and delivered to the Rights Agent; and such certificate
               shall be full authorization to the Rights Agent for any
               action taken or suffered in good faith by it under the
               provisions of this Agreement in reliance upon such
               certificate. 

                              (c)  The Rights Agent shall be liable
               hereunder only for its own negligence, bad faith or
               willful misconduct. 

                              (d)  The Rights Agent shall not be liable
               for or by reason of any of the statements of fact or
               recitals contained in this Agreement or in the Rights
               Certificates or be required to verify the same (except as
               to its countersignature on such Rights Certificates), but
               all such statements and recitals are and shall be deemed
               to have been made by the Company only. 

                              (e)  The Rights Agent shall not be under
               any responsibility in respect of the validity of this
               Agreement or the execution and delivery hereof (except
               the due execution hereof by the Rights Agent) or in
               respect of the validity or execution of any Rights
               Certificate (except its countersignature thereof); nor
               shall it be responsible for any breach by the Company of
               any covenant or condition contained in this Agreement or
               in any Rights Certificate; nor shall it be responsible
               for any adjustment required under the provisions of
               Section 11 or Section 13 hereof or responsible for the
               manner, method or amount of any such adjustment or the
               ascertaining of the existence of facts that would require
               any such adjustment (except with respect to the exercise
               of Rights evidenced by Rights Certificates after actual
               notice of any such adjustment); nor shall it by any act
               hereunder be deemed to make any representation or
               warranty as to the authorization or reservation of any
               shares of Common Stock or Preferred Stock to be issued
               pursuant to this Agreement or any Rights Certificate or
               as to whether any shares of Common Stock or Preferred
               Stock will, when so issued, be validly authorized and
               issued, fully paid and nonassessable. 

                              (f)  The Company agrees that it will
               perform, execute, acknowledge and deliver or cause to be
               performed, executed, acknowledged and delivered all such
               further and other acts, instruments and assurances as may
               reasonably be required by the Rights Agent for the
               carrying out or performing by the Rights Agent of the
               provisions of this Agreement. 

                              (g)  The Rights Agent is hereby authorized
               and directed to accept instructions with respect to the
               performance of its duties hereunder from the Chairman of
               the Board, the Vice Chairman, the President, any Vice
               President, the Secretary, any Assistant Secretary, the
               Treasurer or any Assistant Treasurer of the Company, and
               to apply to such officers for advice or instructions in
               connection with its duties, and it shall not be liable
               for any action taken or suffered to be taken by it in
               good faith in accordance with instructions of any such
               officer. 

                              (h)  The Rights Agent and any stockholder,
               director, officer or employee of the Rights Agent may
               buy, sell or deal in any of the Rights or other
               securities of the Company or become pecuniarily
               interested in any transaction in which the Company may be
               interested, or contract with or lend money to the Company
               or otherwise act as fully and freely as though it were
               not Rights Agent under this Agreement.  Nothing herein
               shall preclude the Rights Agent from acting in any other
               capacity for the Company or for any other legal entity. 

                              (i)  The Rights Agent may execute and
               exercise any of the rights or powers hereby vested in it
               or perform any duty hereunder either itself or by or
               through its attorneys or agents, and the Rights Agent
               shall not be answerable or accountable for any act,
               default, neglect or misconduct of any such attorneys or
               agents or for any loss to the Company resulting from any
               such act, default, neglect or misconduct; provided,
               however, reasonable care was exercised in the selection
               and continued employment thereof. 

                              (j)  No provision of this Agreement shall
               require the Rights Agent to expend or risk its own funds
               or otherwise incur any financial liability in the
               performance of any of its duties hereunder or in the
               exercise of its rights if there shall be reasonable
               grounds for believing that repayment of such funds or
               adequate indemnification against such risk or liability
               is not reasonably assured to it. 

                              (k)  If, with respect to any Right
               Certificate surrendered to the Rights Agent for exercise
               or transfer, the certificate attached to the form of
               assignment or form of election to purchase, as the case
               may be, has either not been completed or indicates an
               affirmative response to clause 1 and/or 2 thereof, the
               Rights Agent shall not take any further action with
               respect to such requested exercise of transfer without
               first consulting with the Company. 

                         Section 21.  Change of Rights Agent.  The
               Rights Agent or any successor Rights Agent may resign and
               be discharged from its duties under this Agreement upon
               thirty (30) days' notice in writing mailed to the
               Company, and to each transfer agent of the Common Stock
               and Preferred Stock, by registered or certified mail, and
               to the holders of the Rights Certificates by first-class
               mail.  The Company may remove the Rights Agent or any
               successor Rights Agent upon thirty (30) days' notice in
               writing, mailed to the Rights Agent or successor Rights
               Agent, as the case may be, and to each transfer agent of
               the Common Stock and Preferred Stock, by registered or
               certified mail, and to the holders of the Rights
               Certificates by first-class mail.  If the Rights Agent
               shall resign or be removed or shall otherwise become
               incapable of acting, the Company shall appoint a
               successor to the Rights Agent.  If the Company shall fail
               to make such appointment within a period of thirty (30)
               days after giving notice of such removal or after it has
               been notified in writing of such resignation or
               incapacity by the resigning or incapacitated Rights Agent
               or by the holder of a Rights Certificate (who shall, with
               such notice, submit his Rights Certificate for inspection
               by the Company), then any registered holder of any Rights
               Certificate may apply to any court of competent
               jurisdiction for the appointment of a new Rights Agent. 
               Any successor Rights Agent, whether appointed by the
               Company or by such a court, shall be (A) a corporation
               organized and doing business under the laws of the United
               States or of the State of California or New York (or of
               any other state of the United States so long as such
               corporation is authorized to do business as a banking
               institution in the State of California or New York), in
               good standing, having a principal office in the State of
               California or New York, which is authorized under such
               laws to exercise corporate trust or stock transfer powers
               and is subject to supervision or examination by federal
               or state authority and which has at the time of its
               appointment as Rights Agent a combined capital and
               surplus of at least $100,000,000 or (B) an affiliate of a
               corporation described in clause (A) immediately above,
               which affiliate has a combined capital and surplus of at
               least $10,000,000.  After appointment, the successor
               Rights Agent shall be vested with the same powers,
               rights, duties and responsibilities as if it had been
               originally named as Rights Agent without further act or
               deed; but the predecessor Rights Agent shall deliver and
               transfer to the successor Rights Agent any property at
               the time held by it hereunder, and execute and deliver
               any further assurance, conveyance, act or deed necessary
               for the purpose.  Not later than the effective date of
               any such appointment, the Company shall file notice
               thereof in writing with the predecessor Rights Agent and
               each transfer agent of the Common Stock and the Preferred
               Stock, and mail a notice thereof in writing to the
               registered holders of the Rights Certificates.  Failure
               to give any notice provided for in this Section 21,
               however, or any defect therein, shall not affect the
               legality or validity of the resignation or removal of the
               Rights Agent or the appointment of the successor Rights
               Agent, as the case may be. 

                         Section 22.  Issuance of New Rights
               Certificates.  Notwithstanding any of the provisions of
               this Agreement or of the Rights to the contrary, the
               Company may, at its option, issue new Rights Certificates
               evidencing Rights in such form as may be approved by the
               Board to reflect any adjustment or change in the Purchase
               Price and the number or kind or class of shares or other
               securities or property purchasable under the Rights
               Certificates made in accordance with the provisions of
               this Agreement.  In addition, in connection with the
               issuance or sale of shares of Common Stock following the
               Distribution Date and prior to the redemption or
               expiration of the Rights, the Company (a) shall, with
               respect to shares of Common Stock so issued or sold
               pursuant to the exercise of stock options or under any
               employee plan or arrangement, granted or awarded as of
               the Distribution Date, or upon the exercise, conversion
               or exchange of securities hereinafter issued by the
               Company, and (b) may, in any other case, if deemed
               necessary or appropriate by the Board, issue Rights
               Certificates representing the appropriate number of
               Rights in connection with such issuance or sale;
               provided, however, that (i) no such Rights Certificate
               shall be issued if, and to the extent that, the Company
               shall be advised by counsel that such issuance would
               create a significant risk of material adverse tax
               consequences to the Company or the Person to whom such
               Rights Certificate would be issued, and (ii) no such
               Rights Certificate shall be issued if, and to the extent
               that, appropriate adjustment shall otherwise have been
               made in lieu of the issuance thereof.

                         Section 23.  Redemption and Termination. 

                              (a)  The Board may, at its option, at any
               time prior to the earlier of (i) the close of business on
               the tenth business day following the Stock Acquisition
               Date (or, if the Stock Acquisition Date shall have
               occurred prior to the Record Date, the close of business
               on the tenth business day following the Record Date), or
               (ii) the Final Expiration Date, redeem all but not less
               than all the then outstanding Rights at a redemption
               price of $.01 per Right, as such amount may be
               appropriately adjusted to reflect any stock split, stock
               dividend or similar transaction occurring after the date
               hereof (such redemption price being hereinafter referred
               to as the "Redemption Price"); provided, however, that if
               the Board authorizes redemption of the Rights in either
               of the circumstances set forth in clauses (i) and (ii)
               below, then there must be Continuing Directors then in
               office and such authorization shall require the
               concurrence of a majority of such Continuing Directors: 
               (i) such authorization occurs on or after the time a
               Person becomes an Acquiring Person or (ii) such
               authorization occurs on or after the date of a change
               (resulting from a proxy or consent solicitation) in a
               majority of the directors in office at the commencement
               of such solicitation if any Person who is a participant
               in such solicitation has stated (or, if upon the
               commencement of such solicitation, a majority of the
               Board has determined in good faith) that such Person (or
               any of its Affiliates or Associates) intends to take, or
               may consider taking, any action which would result in
               such Person becoming an Acquiring Person or which would
               cause the occurrence of a Triggering Event unless,
               concurrent with such solicitation, such Person (or one or
               more of its Affiliates or Associates) is making a cash
               tender offer pursuant to a Schedule 14D-1 (or any
               successor form) filed with the Securities and Exchange
               Commission for all outstanding  shares of Common Stock
               not beneficially owned by such Person (or by its
               Affiliates or Associates); provided, further, however,
               that if, following the occurrence of a Stock Acquisition
               Date and following the expiration of the right of
               redemption hereunder but prior to any Triggering Event,
               (i) a Person who is an Acquiring Person shall have
               transferred or otherwise disposed of a number of shares
               of Common Stock in one transaction or series of
               transactions, not directly or indirectly involving the
               Company or any of its Subsidiaries, which did not result
               in the occurrence of a Triggering Event such that such
               Person is thereafter a Beneficial Owner of less than 15%
               of the outstanding shares of Common Stock, (ii) there are
               no other Persons, immediately following the occurrence of
               the event described in clause (i), who are Acquiring
               Persons, and (iii) the Board (with the concurrence of a
               majority of the Continuing Directors) shall so approve,
               then the right of redemption shall be reinstated and
               thereafter be subject to the provisions of this Section
               23.  Notwithstanding anything contained in this Agreement
               to the contrary, the Rights shall not be exercisable
               after the first occurrence of a Section 11(a)(ii) Event
               until such time as the Company's right of redemption
               hereunder has expired.  The Company may, at its option,
               pay the Redemption Price in cash, shares of Common Stock
               (based on the "current market price," as defined in
               Section 11(d)(i) hereof, of the Common Stock at the time
               of redemption) or any other form of consideration deemed
               appropriate by the Board.

                              (b)  Immediately upon the action of the
               Board ordering the redemption of the Rights, evidence of
               which shall have been filed with the Rights Agent and
               without any further action and without any notice, the
               right to exercise the Rights will terminate and the only
               right thereafter of the holders of Rights shall be to
               receive the Redemption Price for each Right so held. 
               Promptly after the action of the Board ordering the
               redemption of the Rights, the Company shall give notice
               of such redemption to the Rights Agent and the holders of
               the then outstanding Rights by mailing such notice to all
               such holders at each holder's last address as it appears
               upon the registry books of the Rights Agent or, prior to
               the Distribution Date, on the registry books of the
               Transfer Agent for the Common Stock.  Any notice which is
               mailed in the manner herein provided shall be deemed
               given, whether or not the holder receives the notice. 
               Each such notice of redemption will state the method by
               which the payment of the Redemption Price will be made. 

                              (c)  The Board may, as its option, at any
               time on or after the first occurrence of a Section
               11(a)(ii) Event (provided, however, that any such action
               following the first occurrence of either of the events
               set forth in clauses (i) and (ii) of the first proviso to
               Section 23(a) hereof shall be effective only if there are
               Continuing Directors and shall require the concurrence of
               a majority of the Continuing Directors), exchange all or
               part of the then outstanding and exercisable Rights
               (which shall not include Rights that have become void
               pursuant to the provisions of Section 7(e) hereof) for
               shares of Common Stock at an exchange ratio of one share
               of Common Stock per Right, appropriately adjusted to
               reflect any stock split, stock dividend or similar
               transaction occurring after the date hereof (such
               exchange ratio being hereinafter referred to as the
               "Exchange Ratio").

                              (d)  Immediately upon the action of the
               Board ordering the exchange of any Rights pursuant to
               subsection (c) of this Section 23 and without any further
               action and without any notice, the right to exercise such
               Rights shall terminate and the only right thereafter of a
               holder of such Rights shall be to receive that number of
               shares of Common Stock equal to the number of such Rights
               held by such holder multiplied by the Exchange Ratio. 
               The Company shall promptly give public notice of any such
               exchange; provided, however, that the failure to give, or
               any defect in, such notice shall not affect the validity
               of such exchange.  The Company promptly shall mail a
               notice of any such exchange to all of the holders of such
               Rights at their last addresses as they appear upon the
               registry books of the Rights Agent.  Any notice which is
               mailed in the manner herein provided shall be deemed
               given, whether or not the holder receives the notice. 
               Each such notice of exchange will state the method by
               which the exchange of the shares of Common Stock for
               Rights will be effected and, in the event of any partial
               exchange, the number of Rights which will be exchanged. 
               Any partial exchange shall be effected pro rata based on
               the number of Rights (other than Rights which have become
               void pursuant to the provisions of Section 7(e) hereof)
               held by each holder of Rights.

                              (e)  In the event that the number of
               shares of Common Stock which are authorized by the
               Company's Certificate of Incorporation but not
               outstanding or reserved for issuance for purposes other
               than upon exercise of the Rights are not sufficient to
               permit any exchange of Rights as contemplated in
               accordance with this Section 23, the Company shall take
               all such action as may be necessary to authorize
               additional shares of Common Stock for issuance upon
               exchange of the Rights.

                              (f)  The Company shall not be required to
               issue fractions of shares of Common Stock or to
               distribute certificates which evidence fractional shares
               of Common Stock.  In lieu of such fractional shares of
               Common Stock, the Company shall pay to the registered
               holders of Rights with regard to which such fractional
               shares of Common Stock would otherwise be issuable an
               amount in cash equal to the same fraction of the value of
               a whole share of Common Stock.  For purposes of this
               subsection (f), the value of a whole share of Common
               Stock shall be the closing price (as determined pursuant
               to the provisions of Section 11(d)(i) hereof) for the
               Trading Day immediately prior to the date of exchange
               pursuant to this Section 23.

                              (g)  Notwithstanding anything to the
               contrary contained in this Agreement, if the Company
               shall redeem the Existing Rights in accordance with the
               terms of the Existing Agreement, then if the Board so
               determines (which determination shall, if made following
               the first occurrence of either of the events set forth in
               clauses (i) and (ii) of the first proviso to Section
               23(c) hereof, be effective only if there shall be
               Continuing Directors and shall require the concurrence of
               a majority of such Continuing Directors) (i) any cash or
               other consideration paid or exchanged by the Company upon
               the redemption of the Existing Rights shall also be
               deemed to have been paid or exchanged for the Rights
               issued under this Agreement pursuant to the terms of this
               Section 23, (ii) such Rights shall be deemed to have been
               redeemed pursuant to the terms of this Section 23 and
               (iii) the Company shall have no further obligations under
               this Agreement.   

                         Section 24.  Notice of Certain Events.

                              (a)  In case the Company shall propose, at
               any time after the Distribution Date, (i) to pay any
               dividend payable in stock of any class to the holders of
               Preferred Stock or to make any other distribution to the
               holders of Preferred Stock (other than a regular
               quarterly cash dividend out of earnings or retained
               earnings of the Company), or (ii) to offer to the holders
               of Preferred Stock rights or warrants to subscribe for or
               to purchase any additional shares of Preferred Stock or
               shares of stock of any class or any other securities,
               rights or options, or (iii) to effect any
               reclassification of its Preferred Stock (other than a
               reclassification involving only the subdivision of
               outstanding shares of Preferred Stock), or (iv) to effect
               any consolidation or merger into or with any other Person
               (other than a Subsidiary of the Company in a transaction
               which complies with Section 11(o) hereof), or to effect
               any sale or other transfer (or to permit one or more of
               its Subsidiaries to effect any sale or other transfer),
               in one transaction or a series of related transactions,
               of more than 50% of the assets or earning power of the
               Company and its Subsidiaries (taken as a whole) to any
               other Person or Persons (other than the Company and/or
               any of its Subsidiaries in one or more transactions each
               of which complies with Section 11(o) hereof), or (v) to
               effect the liquidation, dissolution or winding up of the
               Company, then, in each such case, the Company shall give
               to each holder of a Rights Certificate, to the extent
               feasible and in accordance with Section 25 hereof, a
               notice of such proposed action, which shall specify the
               record date for the purposes of such stock dividend,
               distribution of rights or warrants, or the date on which
               such reclassification, consolidation, merger, sale,
               transfer, liquidation, dissolution, or winding up is to
               take place and the date of participation therein by the
               holders of the shares of Preferred Stock, if any such
               date is to be fixed, and such notice shall be so given in
               the case of any action covered by clause (i) or (ii)
               above at least twenty (20) days prior to the record date
               for determining holders of the shares of Preferred Stock
               for purposes of such action, and in the case of any such
               other action, at least twenty (20) days prior to the date
               of the taking of such proposed action or the date of
               participation therein by the holders of the shares of
               Preferred Stock whichever shall be the earlier. 

                              (b)  In case the event set forth in
               Section 11(a)(ii) hereof shall occur, then (i) the
               Company shall as soon as practicable thereafter give to
               each holder of a Rights Certificate, to the extent
               feasible and in accordance with Section 25 hereof, a
               notice of the occurrence of such event, which shall
               specify the event and the consequences of the event to
               holders of Rights under Section 11(a)(ii) hereof, and
               (ii) all references in the preceding paragraph to
               Preferred Stock shall be deemed thereafter to refer to
               Common Stock and/or, if appropriate, other securities. 

                         Section 25.  Notices.  Notices or demands
               authorized by this Agreement to be given or made by the
               Rights Agent or by the holder of any Rights Certificate
               to or on the Company shall be sufficiently given or made
               if sent by first-class mail, postage prepaid, addressed
               (until another address is filed in writing with the
               Rights Agent) as follows: 

                         Great Western Financial Corporation
                         9200 Oakdale Avenue
                         Chatsworth, CA  91311-6519
                         Attention:  Corporate Secretary 

               Subject to the provisions of Section 21, any notice or
               demand authorized by this Agreement to be given or made
               by the Company or by the holder of any Rights Certificate
               to or on the Rights Agent shall be sufficiently given or
               made if sent by first-class mail, postage prepaid,
               addressed (until another address is filed in writing with
               the Company) as follows: 

                         First Chicago Trust Company
                         of New York
                         525 Washington Boulevard
                         Suite 4660
                         3rd Floor
                         Jersey City, New Jersey  07310
                         Attention: Tenders and Exchanges Administration

               Notices or demands authorized by this Agreement to be
               given or made by the Company or the Rights Agent to the
               holder of any Rights Certificate (or, if prior to the
               Distribution Date, to the holder of certificates
               representing shares of Common Stock) shall be
               sufficiently given or made if sent by first-class mail,
               postage prepaid, addressed to such holder at the address
               of such holder as shown on the registry books of the
               Company. 

                         Section 26.  Supplements and Amendments.  Prior
               to the Distribution Date the Company and the Rights Agent
               shall, if the Company so directs, supplement or amend any
               provision of this Agreement without the approval of any
               holders of certificates representing shares of Common
               Stock. From and after the Distribution Date, the Company
               and the Rights Agent shall, if the Company so directs,
               supplement or amend this Agreement without the approval
               of any holders of Rights Certificates in order (i) to
               cure any ambiguity, (ii) to correct or supplement any
               provision contained herein which may be defective or
               inconsistent with any other provisions herein, (iii) to
               shorten or lengthen any time period hereunder or (iv) to
               change or supplement the provisions hereunder in any
               manner which the Company may deem necessary or desirable
               and which shall not adversely affect the interests of the
               holders of Rights Certificates (other than an Acquiring
               Person or an Affiliate or an Associate of an Acquiring
               Person); provided, this Agreement may not be supplemented
               or amended to lengthen, pursuant to clause (iii) of this
               sentence, (A) a time period relating to when the Rights
               may be redeemed at such time as the Rights are not then
               redeemable, or (B) any other time period unless such
               lengthening is for the purpose of protecting, enhancing
               or clarifying the rights of, and/or the benefits to, the
               holders of Rights.  Upon the delivery of a certificate
               from an appropriate officer of the Company which states
               that the proposed supplement or amendment is in
               compliance with the terms of this Section 26, the Rights
               Agent shall execute such supplement or amendment. 
               Notwithstanding anything to the contrary contained
               herein, following the first occurrence of either of the
               events set forth in clauses (i) and (ii) of the first
               proviso to Section 23(a) hereof, any amendment to this
               Agreement pursuant to this Section 26 shall be effective
               only if there are Continuing Directors and shall require
               the concurrence of a majority of such Continuing
               Directors.  Prior to the Distribution Date, the interests
               of the holders of Rights shall be deemed coincident with
               the interests of the holders of Common Stock. 

                         Section 27.  Successors.  All the covenants and
               provisions of this Agreement by or for the benefit of the
               Company or the Rights Agent shall bind and inure to the
               benefit of their respective successors and assigns
               hereunder. 

                         Section 28.  Determinations and Actions by the
               Board of Directors, etc.  For all purposes of this
               Agreement, any calculation of the number of shares of
               Common Stock outstanding at any particular time,
               including for purposes of determining the particular
               percentage of such outstanding shares of Common Stock of
               which any Person is the Beneficial Owner, shall be made
               in accordance with the last sentence of Rule
               13d-3(d)(1)(i) of the General Rules and Regulations under
               the Exchange Act.  The Board (with, where specifically
               provided for herein, the concurrence of the Continuing
               Directors) shall have the exclusive power and authority
               to administer this Agreement and to exercise all rights
               and powers specifically granted to the Board (with, where
               specifically provided for herein, the concurrence of the
               Continuing Directors) or to the Company, or as may be
               necessary or advisable in the administration of this
               Agreement, including, without limitation, the right and
               power to (i) interpret the provisions of this Agreement,
               and (ii) make all determinations deemed necessary or
               advisable for the administration of this Agreement
               (including a determination to redeem or not redeem the
               Rights or to amend the Agreement).  All such actions,
               calculations, interpretations and determinations
               (including, for purposes of clause (y) below, all
               omissions with respect to the foregoing) which are done
               or made by the Board (with, where specifically provided
               for herein, the concurrence of the Continuing Directors)
               in good faith, shall (x) be final, conclusive and binding
               on the Company, the Rights Agent, the holders of the
               Rights and all other parties, and (y) not subject the
               Board or the Continuing Directors to any liability to the
               holders of the Rights. 

                         Section 29.  Benefits of this Agreement. 
               Nothing in this Agreement shall be construed to give to
               any Person other than the Company, the Rights Agent and
               the registered holders of the Rights Certificates (and,
               prior to the Distribution Date, registered holders of the
               Common Stock) any legal or equitable right, remedy or
               claim under this Agreement; but this Agreement shall be
               for the sole and exclusive benefit of the Company, the
               Rights Agent and the registered holders of the Rights
               Certificates (and, prior to the Distribution Date,
               registered holders of the Common Stock). 

                         Section 30.  Severability.  If any term,
               provision, covenant or restriction of this Agreement is
               held by a court of competent jurisdiction or other
               authority to be invalid, void or unenforceable, the
               remainder of the terms, provisions, covenants and
               restrictions of this Agreement shall remain in full force
               and effect and shall in no way be affected, impaired or
               invalidated; provided, however, that notwithstanding
               anything in this Agreement to the contrary, if any such
               term, provision, covenant or restriction is held by such
               court or authority to be invalid, void or unenforceable
               and the Board determines in its good faith judgment that
               severing the invalid language from this Agreement would
               adversely affect the purpose or effect of this Agreement,
               the right of redemption set forth in Section 23 hereof
               shall be reinstated and shall not expire until the close
               of business on the tenth day following the date of such
               determination by the Board.  Without limiting the
               foregoing, if any provision requiring a determination to
               be made by (or with the concurrence of) less than the
               entire Board is held by any court of competent
               jurisdiction or other authority to be invalid, void or
               unenforceable, such determination shall then be made by
               the Board in accordance with applicable law and the
               Company's Certificate of Incorporation and By-Laws.

                         Section 31.  Governing Law.  This Agreement,
               each Right and each Rights Certificate issued hereunder
               shall be deemed to be a contract made under the laws of
               the State of Delaware and for all purposes shall be
               governed by and construed in accordance with the laws of
               such State applicable to contracts made and to be
               performed entirely within such State.

                         Section 32.  Counterparts.  This Agreement may
               be executed in any number of counterparts and each of
               such counterparts shall for all purposes be deemed to be
               an original, and all such counterparts shall together
               constitute but one and the same instrument. 

                         Section 33.  Descriptive Headings.  Descriptive
               headings of the several Sections of this Agreement are
               inserted for convenience only and shall not control or
               affect the meaning or construction of any of the
               provisions hereof. 

                         IN WITNESS WHEREOF, the parties hereto have
               caused this Agreement to be duly executed and their
               respective corporate seals to be hereunto affixed and
               attested, all as of the day and year first above written.

                                             GREAT WESTERN FINANCIAL
               Attest:                         CORPORATION

               By /s/ J. Lance Erikson       By /s/ John F. Maher      
                  J. Lance Erikson              John F. Maher
                  Executive Vice President,     President
                  Secretary and General         
                  Counsel

                                             FIRST CHICAGO TRUST
               Attest:                         COMPANY OF NEW YORK

               By /s/ Joanne Gorostiola      By /s/ Ralph Persico
                  Joanne Gorostiola             Ralph Persico
                  Assistant Vice President      Customer Service Officer  
          
                                                

                                                               Exhibit A

                      CERTIFICATE OF DESIGNATION, PREFERENCES AND
                RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                           of

                          GREAT WESTERN FINANCIAL CORPORATION

                 Pursuant to Section 151 of the General Corporation Law
                                of the State of Delaware

                         We, James F. Montgomery, Chairman and Chief
               Executive, and J. Lance Erikson, Senior Vice President
               and Corporate Secretary, of Great Western Financial
               Corporation, a corporation organized and existing under
               the General Corporation Law of the State of Delaware in
               accordance with the provisions of Section 103 thereof, DO
               HEREBY CERTIFY:

                         That pursuant to the authority conferred upon
               the Board of Directors by the Certificate of
               Incorporation, as amended, of said Corporation, said
               Board of Directors on June 24, 1986, adopted the
               following resolution creating a series of 500,000 shares
               of preferred stock designated as Series A Junior
               Participating Preferred Stock and on June 27, 1995
               approved an amendment to such resolution increasing the
               number of shares of such series of preferred stock to
               2,000,000:

                         RESOLVED, that pursuant to the authority vested
               in the Board of Directors of this Corporation in
               accordance with the provisions of its Certificate of
               Incorporation, as amended (the "Certificate of
               Incorporation"), a series of Preferred Stock of the
               Corporation be and it hereby is created, and that the
               designation and amount thereof and the voting powers,
               preferences and relative, participating, optional and
               other special rights of the shares of such series, and
               the qualifications, limitations or restrictions thereof
               are as follows:

                         Section 1.  Designation and Amount.  The shares
               of such series shall be designated as "Series A Junior
               Participating Preferred Stock" and the number of shares
               constituting such series shall be 2,000,000.

                         Section 2.  Dividends and Distributions.  

                         (A) Subject to the prior and superior rights of
               the holders of any shares of any series of Preferred
               Stock ranking prior and superior to the shares of Series
               A Junior Participating Preferred Stock with respect to
               dividends, the holders of shares of Series A Junior
               Participating Preferred Stock shall be entitled to
               receive, when, as and if declared by the Board of
               Directors out of funds legally available for the purpose,
               quarterly dividends payable in cash on the last day of
               February, May, August and November in each year (each
               such date being referred to herein as a "Quarterly
               Dividend Payment Date"), commencing on the first
               Quarterly Dividend Payment Date after the first issuance
               of a share or a fraction of a share of Series A Junior
               Participating Preferred Stock, in an amount per share
               (rounded to the nearest cent) equal to the greater of (a)
               $12.00 or (b) subject to the provisions for adjustment
               hereinafter set forth, 100 times the aggregate per share
               amount of all cash dividends, and 100 times the aggregate
               per share amount (payable in kind) of all non-cash
               dividends or other distributions other than a dividend
               payable in shares of Common Stock or a subdivision of the
               outstanding shares of Common Stock (by reclassification
               or otherwise), declared on the Common Stock, par value
               $1.00 per share, of the Corporation (the "Common Stock")
               since the immediately preceding Quarterly Dividend
               Payment Date, or, with respect to the first Quarter
               Dividend Payment Date, since the first issuance of any
               share or fraction of a share of Series A Junior
               Participating Preferred Stock.  In the event the
               Corporation shall at any time after June 24, 1986 (the
               "Rights Declaration Date") (i) declare any dividend on
               Common Stock payable in shares of Common Stock, (ii)
               subdivide the outstanding Common Stock, or (iii) combine
               the outstanding Common Stock into a smaller number of
               shares, then in each such case the amount to which
               holders of shares of Series A Junior Participating
               Preferred Stock were entitled immediately prior to such
               event under clause (b) of the preceding sentence shall be
               adjusted by multiplying such amount by a fraction the
               numerator of which is the number of shares of Common
               Stock outstanding immediately after such event and the
               denominator of which is the number of shares of Common
               Stock that were outstanding immediately prior to such
               event.

                         (B) The Corporation shall declare a dividend or
               distribution on the Series A Junior Participating
               Preferred Stock as provided in paragraph (A) above
               immediately after it declares a dividend or distribution
               on the Common Stock (other than a dividend payable in
               shares of Common Stock); provided that, in the event no
               dividend or distribution shall have been declared on the
               Common Stock during the period between any Quarterly
               Dividend Payment Date and the next subsequent Quarterly
               Dividend Payment Date, a dividend of $12.00 per share on
               the Series A Junior Participating Preferred Stock shall
               nevertheless be payable on such subsequent Quarterly
               Dividend Payment Date.

                         (C) Dividends shall begin to accrue and be
               cumulative on outstanding shares of Series A Junior
               Participating Preferred Stock from the Quarterly Dividend
               Payment Date next preceding the date of issue of such
               shares of Series A Junior Participating Preferred Stock,
               unless the date of issue of such shares is prior to the
               record date for the first Quarterly Dividend Payment
               Date, in which case dividends on such shares shall begin
               to accrue from the date of issue of such shares, or
               unless the date of issue is a Quarterly Dividend Payment
               Date or is a date after the record date for the
               determination of holders of shares of Series A Junior
               Participating Preferred Stock entitled to receive a
               quarterly dividend and before such Quarterly Dividend
               Payment Date, in either of which events such dividends
               shall begin to accrue and be cumulative from such
               Quarterly Dividend Payment Date.  Accrued but unpaid
               dividends shall not bear interest.  Dividends paid on the
               shares of Series A Junior Participating Preferred Stock
               in an amount less than the total amount of such dividends
               at the time accrued and payable on such shares shall be
               allocated pro rata on a share-by-share basis among all
               such shares at the time outstanding.  The Board of
               Directors may fix a record date for the determination of
               holders of shares of Series A Junior Participating
               Preferred Stock entitled to receive payment of a dividend
               or distribution declared thereon, which record date shall
               be no more than 30 days prior to the date fixed for the
               payment thereof.

                         Section 3.  Voting Rights.  The holders of
               shares of Series A Junior Participating Preferred Stock
               shall have the following voting rights:

                         (A) Subject to the provision for adjustment
               hereinafter set forth, each share of Series A Junior
               Participating Preferred Stock shall entitle the holder
               thereof to 100 votes on all matters submitted to a vote
               of the stockholders of the Corporation.  In the event the
               Corporation shall at any time after the Rights
               Declaration Date (i) declare any dividend on Common Stock
               payable in shares of Common Stock, (ii) subdivide the
               outstanding Common Stock, or (iii) combine the
               outstanding Common Stock into a smaller number of shares,
               then in each such case the number of votes per share to
               which holders of shares of Series A Junior Participating
               Preferred Stock were entitled immediately prior to such
               event shall be adjusted by multiplying such number by a
               fraction the numerator of which is the number of shares
               of Common Stock outstanding immediately after such event
               and the denominator of which is the number of shares of
               Common Stock that were outstanding immediately prior to
               such event.

                         (B) Except as otherwise provided herein or by
               law, the holders of shares of Series A Junior
               Participating Preferred Stock and the holders of shares
               of Common Stock shall vote together as one class on all
               matters submitted to a vote of stockholders of the
               Corporation.

                         (C)(i) If at any time dividends on any Series A
               Junior Participating Preferred Stock shall be in arrears
               in an amount equal to six (6) quarterly dividends
               thereon, the occurrence of such contingency shall mark
               the beginning of a period (herein called a "default
               period") which shall extend until such time when all
               accrued and unpaid dividends for all previous quarterly
               dividend periods and for the current quarterly dividend
               period on all shares of Series A Junior Participating
               Preferred Stock then outstanding shall have been declared
               and paid or set apart for payment.  During each default
               period, all holders of Preferred Stock (including holders
               of the Series A Junior Participating Preferred Stock)
               with dividends in arrears in an amount equal to six (6)
               quarterly dividends thereon, voting as a class,
               irrespective of series, shall have the right to elect
               three (3) Directors.

                         (ii) During any default period, such voting
               right of the holders of Series A Junior Participating
               Preferred Stock may be exercised initially at the next
               annual meeting of stockholders, and at any annual meeting
               of stockholders thereafter, provided that neither such
               voting right nor the right of the holders of any other
               series of Preferred Stock, if any, to elect Directors as
               provided in subparagraph (C)(i) above shall be exercised
               unless the holders of one-third in number of shares of
               Preferred Stock outstanding and entitled to vote with
               respect to such election shall be present in person or by
               proxy.  The absence of a quorum of the holders of Common
               Stock shall not affect the exercise by the holders of
               Preferred Stock of such voting right.  During any default
               period, the number of Directors shall not be increased or
               decreased except by vote of the holders of Preferred
               Stock then entitled to elect Directors pursuant to
               subparagraph (C)(i) voting as a class, irrespective of
               series, or pursuant to the rights of any equity
               securities ranking senior to or pari passu with the
               Series A Junior Participating Preferred Stock.

                         (iii) In any default period, the holders of
               Common Stock, and other classes of stock of the
               Corporation if applicable, shall continue to be entitled
               to elect the whole number of Directors until the holders
               of Preferred Stock shall have exercised their right to
               elect three (3) Directors voting as a class, after the
               exercise of which right (x) the Directors so elected by
               the holders of Preferred Stock shall continue in office
               until their successor shall have been elected by such
               holders or until the expiration of the default period and
               (y) any vacancy in the Board of Directors may be filled
               in the manner set forth in Article Tenth of the
               Certificate of Incorporation.

                         (iv) Immediately upon the expiration of a
               default period, (x) the right of the holders of Preferred
               Stock as a class to elect Directors shall cease, (y) the
               term of any Directors elected by the holders of Preferred
               Stock as a class shall terminate, and (z) the number of
               Directors shall be such number as may be provided for in
               the certificate of incorporation or by-laws.  Any
               vacancies in the Board of Directors affected by the
               provisions of clauses (y) and (z) in the preceding
               sentence may be filled in the manner set forth in Article
               Tenth of the Certificate of Incorporation.

                         (D) Except as set forth herein, holders of
               Series A Junior Participating Preferred Stock shall have
               no special voting rights and their consent shall not be
               required (except to the extent they are entitled to vote
               with holders of Common Stock as set forth herein) for
               taking any corporate action.

                         Section 4.  Certain Restrictions.

                         (A) Whenever quarterly dividends or other
               dividends or distributions payable on the Series A Junior
               Participating Preferred Stock as provided in Section 2
               are in arrears, thereafter and until all accrued and
               unpaid dividends and distributions, whether or not
               declared, on shares of Series A Junior Participating
               Preferred Stock outstanding shall have been paid in full,
               the Corporation shall not 

                         (i) declare or pay dividends on, make any other
               distributions on, or redeem or purchase or otherwise
               acquire for consideration any shares of stock ranking
               junior (either as to dividends or upon liquidation,
               dissolution or winding up) to the Series A Junior
               Participating Preferred Stock;

                         (ii) declare or pay dividends on or make any
               other distributions on any shares of stock ranking on a
               parity (either as to dividends or upon liquidation,
               dissolution or winding up) with the Series A Junior
               Participating Preferred Stock, except dividends paid
               ratably on the Series A Junior Participating Preferred
               Stock and all such parity stock on which dividends are
               payable or in arrears in proportion to the total amounts
               to which the holders of all such shares are then
               entitled;

                         (iii) redeem or purchase or otherwise acquire
               for consideration shares of any stock ranking on a parity
               (either as to dividends or upon liquidation, dissolution
               or winding up) with the Series A Junior Participating
               Preferred Stock, provided that the Corporation may at any
               time redeem, purchase or otherwise acquire shares of any
               such parity stock in exchange for shares of any stock of
               the Corporation ranking junior (either as to dividends or
               upon dissolution, liquidation or winding up) to the
               Series A Junior Participating Preferred Stock;

                         (iv)  except as otherwise provided in Section
               8, purchase or otherwise acquire for consideration any
               shares of Series A Junior Participating Preferred Stock,
               or any shares of stock ranking on a parity with the
               Series A Junior Participating Preferred Stock, except in
               accordance with a purchase offer made in writing or by
               publication (as determined by the Board of Directors) to
               all holders of such shares upon such terms as the Board
               of Directors, after consideration of the respective
               annual dividend rates and other relative rights and
               preferences of the respective series and classes, shall
               determine in good faith will result in fair and equitable
               treatment among the respective series or classes.

                         (B)  The Corporation shall not permit any
               subsidiary of the Corporation to purchase or otherwise
               acquire for consideration any shares of stock of the
               Corporation unless the Corporation could, under paragraph
               (A) of this Section 4, purchase or otherwise acquire such
               shares at such time and in such manner.

                         Section 5.  Reacquired Shares.  Any shares of
               Series A Junior Participating Preferred Stock purchased
               or otherwise acquired by the Corporation in any manner
               whatsoever shall be retired and cancelled promptly after
               the acquisition thereof.  All such shares shall upon
               their cancellation become authorized but unissued shares
               of Preferred Stock and may be reissued as part of a new
               series of Preferred Stock to be created by resolution or
               resolutions of the Board of Directors, subject to the
               conditions and restrictions on issuance set forth herein.

                         Section 6.  Liquidation, Dissolution or Winding
               Up.  (A)  Upon any liquidation (voluntary or otherwise),
               dissolution or winding up of the Corporation, no
               distribution shall be made to the holders of shares of
               stock ranking junior (either as to dividends or upon
               liquidation, dissolution or winding up) to the Series A
               Junior Participating Preferred Stock unless, prior
               thereto, the holders of shares of Series A Junior
               Participating Preferred Stock shall have received $500
               per share, plus an amount equal to accrued and unpaid
               dividends and distributions thereon, whether or not
               declared, to the date of such payment (the "Series A
               Liquidation Preference").  Following the payment of the
               full amount of the Series A Liquidation Preference, no
               additional distributions shall be made to the holders of
               shares of Series A Junior Participating Preferred Stock
               unless, prior thereto, the holders of shares of Common
               Stock shall have received an amount per share (the
               "Common Adjustment") equal to the quotient obtained by
               dividing (i) the Series A Liquidation Preference by (ii)
               100 (as appropriately adjusted as set forth in
               subparagraph C below to reflect such events as stock
               splits, stock dividends and recapitalizations with
               respect to the Common Stock) (such number in clause (ii)
               immediately above, the "Adjustment Number").  Following
               the payment of the full amount of the Series A
               Liquidation Preference and the Common Adjustment in
               respect of all outstanding shares of Series A Junior
               Participating Preferred Stock and Common Stock,
               respectively, holders of Series A Junior Participating
               Preferred Stock and holders of shares of Common Stock
               shall receive their ratable and proportionate share of
               the remaining assets to be distributed in the ratio of
               the Adjustment Number to one (1) with respect to such
               Preferred Stock and Common Stock, on a per share basis,
               respectively.

                         (B)  In the event, however, that there are not
               sufficient assets available to permit payment in full of
               the Series A Liquidation Preference and the liquidation
               preferences of all other series of preferred stock, if
               any, which rank on a parity with the Series A Junior
               Participating Preferred Stock, then such remaining assets
               shall be distributed ratably to the holders of such
               parity shares in proportion to their respective
               liquidation preferences.  In the event, however, that
               there are not sufficient assets available to permit
               payment in full of the Common Adjustment, then such
               remaining assets shall be distributed ratably to the
               holders of Common Stock.

                         (C) In the event the Corporation shall at any
               time after the Rights Declaration Date (i) declare any
               dividend on Common Stock payable in shares of Common
               Stock, (ii) subdivide the outstanding Common Stock, or
               (iii) combine the outstanding Common Stock into a smaller 
               number of shares, then in each such case the Adjustment
               Number in effect immediately prior to such event shall be
               adjusted by multiplying such Adjustment Number by a
               fraction the numerator of which is the number of shares
               of Common Stock outstanding immediately after such event,
               and the denominator of which is the number of shares of
               Common Stock that were outstanding immediately prior to
               such event.

                         Section 7.  Consolidation, Merger, etc.  In
               case the Corporation shall enter into any consolidation,
               merger, combination or other transaction in which the
               shares of Common Stock are exchanged for or changed into
               other stock or securities, cash and/or any other
               property, then in any such case the shares of Series A
               Junior Participating Preferred Stock shall at the same
               time be similarly exchanged or changed in an amount per
               share subject to the provision for adjustment hereinafter
               set forth equal to 100 times the aggregate amount of
               stock, securities, cash and/or any other property
               (payable in kind), as the case may be, into which or for
               which each share of Common Stock is changed or exchanged. 
               In the event the Corporation shall at any time after the
               Rights Declaration Date (i) declare any dividend on
               Common Stock payable in shares of Common Stock, (ii)
               subdivide the outstanding Common Stock, or (iii) combine
               the outstanding Common Stock into a smaller number of
               shares, then in each such case the amount set forth in
               the preceding sentence with respect to the exchange or
               change of shares of Series A Junior Participating
               Preferred Stock shall be adjusted by multiplying such
               amount by a fraction the numerator of which is the number
               of shares of Common Stock outstanding immediately after
               such event and the denominator of which is the number of
               shares of Common Stock that were outstanding immediately
               prior to such event.

                         Section 8.  Redemption.  The outstanding shares
               of Series A Junior Participating Preferred Stock may be
               redeemed at the option of the Board of Directors as a
               whole, but not in part, at any time, or from time to
               time, at a cash price per share equal to 105 percent of
               (i) the product of the Adjustment Number times the
               Average Market Value (as such term is hereinafter
               defined) of the Common Stock, plus (ii) all dividends
               which on the redemption date have accrued on the shares
               to be redeemed and have not been paid, or declared and a
               sum sufficient for the payment thereof set apart, without
               interest.  The "Average Market Value" is the average of
               the closing sale prices of the Common Stock during the
               30-day period immediately preceding the date before the
               redemption date on the Composite Tape for New York Stock
               Exchange Listed Stocks, or, if such stock is not quoted
               on the Composite Tape, on the New York Stock Exchange,
               or, if such stock is not listed on such Exchange, on the
               principal United States securities exchange registered
               under the Securities Exchange Act of 1934, as amended, on
               which such stock is listed, or, if such stock is not
               listed on any such exchange, the average of the closing
               sale prices with respect to a share of Common Stock
               during such 30-day period, as quoted on the National
               Association of Securities Dealers, Inc. Automated
               Quotations System or any system then in use, or if no
               such quotations are available, the fair market value of
               the Common Stock as determined by the Board of Directors
               in good faith.

                         Section 9.  Ranking.  The Series A Junior
               Participating Preferred Stock shall rank junior to all
               other series of Preferred Stock as to the payment of
               dividends and the distribution of assets, unless the
               terms of any such series shall provide otherwise.

                         Section 10.  Amendment.  The Certificate of
               Incorporation shall not be further amended in any manner
               which would materially alter or change the powers,
               preferences or special rights of the Series A Junior
               Participating Stock so as to affect them adversely
               without the affirmative vote of the holders of two-thirds
               or more of the outstanding shares of Series A Junior
               Participating Preferred Stock, voting separately as a
               class.

                         Section 11.  Fractional Shares.  Series a
               Junior Participating Preferred Stock may be issued in
               fractions of a share which shall entitle the holder, in
               proportion to such holder's fractional shares, to
               exercise voting rights, receive dividends, participate in
               distributions and to have the benefit of all other rights
               of holders of Series A Junior Participating Preferred
               Stock.

                         IN WITNESS WHEREOF, we have executed and
               subscribed this Certificate and do affirm the foregoing
               as true under the penalties of perjury this 24th day of

               June, 1986.

                                         /s/ James F. Montgomery        
                                         James F. Montgomery
                                         Chairman and Chief
                                           Executive

               Attest:

               /s/ J. Lance Erikson    
               J. Lance Erikson
               Senior Vice President
                 and Corporate Secretary

                                                               Exhibit B

                              [Form of Rights Certificate]

               Certificate No. R-                    ____________ Rights

               NOT EXERCISABLE AFTER JULY 14, 2006 OR EARLIER IF
               REDEEMED BY THE COMPANY.  THE RIGHTS ARE SUBJECT TO
               REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER
               RIGHT ON THE TERMS SET FORTH ON THE RIGHTS AGREEMENT. 
               UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY
               AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE
               RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH
               RIGHTS MAY BECOME NULL AND VOID.  [THE RIGHTS REPRESENTED
               BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED
               BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
               AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
               TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY,
               THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
               MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED
               IN SECTION 7(e) OF SUCH AGREEMENT] *

                                   Rights Certificate

                          GREAT WESTERN FINANCIAL CORPORATION

                         This certifies that                  , or
               registered assigns, is the registered owner of the number
               of Rights set forth above, each of which entitles the
               owner thereof, subject to the terms, provisions and
               conditions of the Rights Agreement, dated as of June 27,
               1995 (the "Rights Agreement"), Great Western Financial
               Corporation, a Delaware corporation (the "Company"), and
               First Chicago Trust Company of New York, a New York
               banking corporation (the "Rights Agent"), to purchase
               from the Company at any time prior to 5:00 PM (New York
               City time) on July 14, 2006 at the office or offices of
               the Rights Agent designated for such purpose, or its
               successors as Rights Agent, one one-hundredth of a fully

               ________________________  
               *         The portion of the legend in brackets shall be
                         inserted only if applicable and shall replace
                         the preceding sentence.

               paid, non-assessable share of Series A Junior
               Participating Preferred Stock (the "Preferred Stock") of
               the Company, at a purchase price of $80 per one one-
               hundredth of a share (the "Purchase Price"), upon
               presentation and surrender of this Rights Certificate
               with the Form of Election to Purchase and related
               Certificate duly executed.  The Purchase Price shall be
               paid, at the election of the holder, in cash or by
               certified check, bank check, money order or bank draft
               payable to the order of the Company.  The number of
               Rights evidenced by this Rights Certificate (and the
               number of shares which may be purchased upon exercise
               thereof) set forth above, and the Purchase Price set
               forth above, are the number and Purchase Price as of June
               27, 1995, based on the Preferred Stock as constituted at
               such date.

                         Upon the occurrence of a Section 11(a)(ii)
               Event (as such term is defined in the Rights Agreement),
               if the Rights evidenced by this Rights Certificate are
               beneficially owned by (i) an Acquiring Person or an
               Affiliate or Associate of an Acquiring Person (as such
               terms are defined in the Rights Agreement), (ii) a
               transferee of such Acquiring Person, Associate or
               Affiliate, or (iii) under certain circumstances specified
               in the Rights Agreement, a transferee of a person who,
               after such transfer, became such Acquiring Person, or an
               Affiliate or Associate of such Acquiring Person, such
               Rights shall become null and void and no holder hereof
               shall have any right with respect to such Rights from and
               after the occurrence of such Section 11(a)(ii) Event.

                         As provided in the Rights Agreement, the
               Purchase Price and the number and kind of shares of
               Preferred Stock or other securities, which may be
               purchased upon the exercise of the Rights evidenced by
               this Rights Certificate are subject to modification and
               adjustment upon the happening of certain events,
               including Triggering Events.

                         This Rights Certificate is subject to all of
               the terms, provisions and conditions of the Rights
               Agreement, which terms, provisions and conditions are
               hereby incorporated herein by reference and made a part
               hereof and to which Rights Agreement reference is hereby
               made for a full description of the rights, limitations of
               rights, obligations duties and immunities hereunder of
               the Rights Agent, the Company and the holders of the
               Rights Certificate, which limitations of rights include
               the temporary suspension of the exercisability of such
               Rights under the specific circumstances set forth in the
               Rights Agreement.  Copies of the Rights Agreement are on
               file at the offices of the Company and are also available
               upon written request to the Company.

                         This Rights Certificate, with or without other
               Rights Certificates, upon surrender at the principal
               office or offices of the Rights Agent designated for such
               purpose, may be exchanged for another Rights Certificate
               or Rights Certificates of like tenor and date evidencing
               Rights entitling the holder to purchase a like aggregate
               number of one one-hundredths of a share of Preferred
               Stock as the Rights evidenced by the Rights Certificate
               or Rights Certificates surrendered shall have entitled
               such holder to purchase.  If this Rights Certificate
               shall be exercised in part, the holder shall be entitled
               to receive upon surrender hereof another Rights
               Certificate or Rights Certificates for the number of
               whole Rights not exercised.

                         Subject to the provisions of the Rights
               Agreement, the Rights evidenced by this Certificate may
               be redeemed by the Company at its option at a redemption
               price of $.01 per Right at any time prior to the earlier
               of the close of business on (i) the tenth business day
               following the Stock Acquisition Date (as such time period
               may be extended pursuant to the Rights Agreement), and
               (ii) the Final Expiration Date.  After the expiration of
               the redemption period, the Company's right of redemption
               may be reinstated if an Acquiring Person reduces its
               beneficial ownership to less than 15% of the outstanding
               shares of Common Stock in a transaction or series of
               transactions not involving the Company, and such
               reinstatement is approved by the Company's Board of
               Directors (with the concurrence of a majority of the
               Continuing Directors, as such term is defined in the
               Rights Agreement).

                         No fractional shares of Preferred Stock will be
               issued upon the exercise of any Right or Rights evidenced
               hereby (other than fractions which are integral multiples
               of one one-hundredth of a share of Preferred Stock, which
               may, at the election of the Company, be evidenced by
               depositary receipts), but in lieu thereof a cash payment
               will be made, as provided in the Rights Agreement.

                         No holder of this Rights Certificate shall be
               entitled to vote or receive dividends or be deemed for
               any purpose the holder of shares of Preferred Stock or of
               any other securities of the Company which may at any time
               be issuable on the exercise hereof, nor shall anything
               contained in the Rights Agreement or herein be construed
               to confer upon the holder hereof, as such, any of the
               rights of a stockholder of the Company or any right to
               vote for the election of directors or upon any matter
               submitted to stockholders at any meeting thereof, or to
               give or withhold consent to any corporate action, or, to
               receive notice of meetings or other actions affecting
               stockholders (except as provided in the Rights
               Agreement), or to receive dividends or subscription
               rights, or otherwise until the Right or Rights evidenced
               by this Rights Certificate shall have been exercised as
               provided in the Rights Agreement.

                         This Rights Certificate shall not be valid or
               obligatory for any purpose until it shall have been
               countersigned by the Rights Agent.

                         WITNESS the facsimile signature of the proper
               officers of the Company and its corporate seal.

               Dated as of _______ ___, 19___

               ATTEST:                       GREAT WESTERN FINANCIAL
                                               CORPORATION

                                             By                         
               Secretary                        Title:

               Countersigned:

                                        

               By                            
                  Authorized Signature

                      [Form of Reverse Side of Rights Certificate]

                                   FORM OF ASSIGNMENT

                    (To be executed by the registered holder if such
                  holder desires to transfer the Rights Certificate.)

               FOR VALUE RECEIVED                                       

               hereby sells, assigns and transfers unto                 

                                                                        
                     (Please print name and address of transferee)

                                                                        

               this Rights Certificate, together with all right, title
               and interest therein, and does hereby irrevocably
               constitute and appoint ________________________ Attorney,
               to transfer the within Rights Certificate on the books of
               the within-named Company, with full power of
               substitution.

               Dated:                        , 19   

                                                                        
                                             Signature

               Signature Guaranteed:

                                      Certificate

                              The undersigned hereby certifies by
               checking the appropriate boxes that:

                              (1)  this Rights Certificate [  ] is [  ]
               is not being sold, assigned and transferred by or on
               behalf of a Person who is or was an Acquiring Person or
               an Affiliate or Associate of any such Acquiring Person
               (as such terms are defined in the Rights Agreement);

                              (2)            after due inquiry and to
               the best knowledge of the undersigned, it [   ] did [  ]
               did not acquire the Rights evidenced by this Rights
               Certificate from any Person who is, was or subsequently
               became an Acquiring Person or an Affiliate or Associate
               of an Acquiring Person.

               Dated:                        , 19                       
                                             Signature

               Signature Guaranteed:

                                         NOTICE

                              The signature to the foregoing Assignment
               and Certificate must correspond to the name as written
               upon the face of this Rights Certificate in every
               particular, without alteration or enlargement or any
               change whatsoever.

                              FORM OF ELECTION TO PURCHASE

                           (To be executed if holder desires
                           to exercise Rights represented by
                                 the Rights Certificate.)

               To:       GREAT WESTERN FINANCIAL CORPORATION:

                              The undersigned hereby irrevocably elects
               to exercise __________ Rights represented by this Rights
               Certificate to purchase the shares of Preferred Stock
               issuable upon the exercise of the Rights (or such other
               securities of the Company or of any other person which
               may be issuable upon the exercise of the Rights) and
               requests that certificates for such shares be issued in
               the name of and delivered to:

               Please insert social security
               or other identifying number

                                                                        
                            (Please print name and address)

                                                                        

                              If such number of Rights shall not be all
               the Rights evidenced by this Rights Certificate, a new
               Rights Certificate for the balance of such Rights shall
               be registered in the name of and delivered to:

               Please insert social security
               or other identifying number

                                                                        
                            (Please print name and address)

                                                                        

                                                                        

               Dated:                        , 19  

                                                                        
                                             Signature

               Signature Guaranteed:

                                      Certificate

                              The undersigned hereby certifies by
               checking the appropriate boxes that:

                              (1)            the Rights evidenced by
               this Rights Certificate [  ] are [  ] are not being
               exercised by or on behalf of a Person who is or was an
               Acquiring Person or an Affiliate or Associate or any such
               Acquiring Person (as such terms are defined in the Rights
               Agreement);

                              (2)            after due inquiry and to
               the best knowledge of the undersigned, it [  ] did [  ]
               did not acquire the Rights evidenced by this Rights
               Certificate from any Person who is, was or became an
               Acquiring Person or an Affiliate or Associate of an
               Acquiring Person.

               Date:          , 19                                      
                                             Signature

               Signature Guaranteed:

                                         NOTICE

                              The signature to the foregoing Election to
               Purchase and Certificate must correspond to the name as
               written upon the face of this Rights Certificate in every
               particular, without alteration or enlargement or any
               change whatsoever.