Ahmanson asks court to require meaningful period between two Great Western stockholder meetings.

IRWINDALE, Calif.--(BUSINESS WIRE)--May 8, 1997--

Depositions reveal Great Western board ignored

obligations with respect to meeting to elect directors

H.F. Ahmanson & Co. (NYSE:AHM) Thursday reported that in view of deposition testimony demonstrating Great Western Financial Corp.'s (NYSE:GWF) willful disregard of its own bylaws, and to prevent further manipulation by Great Western of its corporate machinery, Ahmanson has filed a letter with the Delaware Chancery Court seeking to require a six-week period of time between certification of the election of directors and a Great Western meeting to vote on a proposed merger with Washington Mutual.

As a result of this request for relief, and because of the Great Western delaying tactics that have made it impracticable to hold a meeting to elect directors on a date meaningfully before June 13, Ahmanson has informed the court that it will no longer seek to advance that meeting date.

Among other things, the depositions reveal that the Great Western board did not even consider its existing bylaw obligations providing that ``if an annual meeting shall not be held on the day designated ... thereafter the Board shall cause a special meeting of stockholders to be held as soon as practicable for the election of directors.''

In addition, the depositions show that the board took no action to schedule such a meeting until after Ahmanson delivered consents; was not informed about its ability to expedite the meeting process; and was far more concerned about attempting to achieve a prior vote on the Washington Mutual merger than complying with its bylaw requirement to schedule a prompt election of directors.

Ahmanson said: ``It is unfortunate that Great Western's strategy of delay and disregard of its own bylaws has precluded its stockholders' right to elect directors before the Washington Mutual proposal is considered. This delay and the continued uncertainty benefits no one.

``To ensure proper corporate governance, any new directors elected to the Great Western board should have a meaningful opportunity to be heard by their fellow directors before a stockholder meeting on the proposed Great Western-Washington Mutual merger is held.''

H.F. Ahmanson & Co., with more than $48 billion in assets, is the parent company of Home Savings of America, one of the nation's largest full-service consumer banks. -0-

SHARES OF GREAT WESTERN FINANCIAL CORP. (``GWF'')

COMMON STOCK HELD BY H.F. AHMANSON & CO. (``AHMANSON''),

ITS DIRECTORS AND EXECUTIVE OFFICERS AND

CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF AHMANSON

AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES OR

CONSENTS, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM

AND GWF

Ahmanson and certain other persons named below may solicit proxies (a) to elect three nominees and one or more alternate nominees (the ``Nominees'') as directors of GWF at the annual meeting of stockholders of GWF to be held on a date to be announced (the ``Annual Meeting'') and (b) in favor of the adoption at the Annual Meeting of a non-binding stockholder resolution and seven proposals to amend the By-laws of GWF. Ahmanson and certain other persons named below are also soliciting consents from stockholders of GWF to approve proposals, without a stockholders' meeting, to adopt non-binding resolutions of stockholders and amendments to the By-laws of GWF. The participants in this solicitation may include Ahmanson; the directors of Ahmanson (Byron Allumbaugh, Harold A. Black, Richard M. Bressler, David R. Carpenter, Phillip D. Matthews, Richard L. Nolan, Delia M. Reyes, Charles R. Rinehart, Frank M. Sanchez, Elizabeth A. Sanders, Arthur W. Schmutz, William D. Schulte, and Bruce G. Willison); the following executive officers and employees of Ahmanson or its subsidiaries: Kevin M. Twomey (Senior Executive Vice President and Chief Financial Officer), Madeleine A. Kleiner (Senior Executive Vice President, Chief Administrative Officer and General Counsel), Anne-Drue M. Anderson (Executive Vice President and Treasurer), Tim S. Glassett (First Vice President and Assistant General Counsel), Linda McCall (Senior Vice President and Director of Corporate Taxes), Stephen A. Swartz (Senior Vice President and Director of Investor Relations), Barbara Timmer (Senior Vice President and Director of Government and Legislative Affairs), Mary A. Trigg (Senior Vice President and Director of Public Relations), Eric Warmstein (Senior Vice President and Director of Corporate Development), Samantha Davies (Vice President of Public Relations), Adrian Rodriguez (Vice President of Public Relations), and Peter Bennett (Assistant Vice President of Public Relations); and the following Nominees: Lawrence A. Del Santo, Robert T. Gelber, Wolfgang Schoellkopf, Hugh M. Grant and John E. Merow.

As of May 7, 1997, Ahmanson is the beneficial owner of 3,560,500 shares of GWF Common Stock. Other than Gelber, who owns 332 shares of GWF Common Stock, none of the Nominees is the beneficial owner of any GWF Common Stock.

Other than set forth herein, as of May 7, 1997, neither Ahmanson nor any of its directors, executive officers or other representatives or employees of Ahmanson, any Nominees or other persons known to Ahmanson, who may solicit proxies has any security holdings in GWF. Ahmanson disclaims beneficial ownership of any securities of GWF held by any pension plan or other employee benefit plan of Ahmanson or by any affiliate of Ahmanson. Ahmanson further disclaims beneficial ownership of any securities of GWF held by Ahmanson or any of its subsidiaries for the benefit of third parties or in customer or fiduciary accounts in the ordinary course of business.

Although Credit Suisse First Boston Corp. (``CSFB'') and Montgomery Securities (``Montgomery''), financial advisers to Ahmanson, do not admit that they or any of their directors, officers, employees or affiliates are a ``participant,'' as defined in Schedule 14A promulgated under the Securities Exchange Act of 1934 by the Securities and Exchange Commission, or that such Schedule 14A requires the disclosure of certain information concerning CSFB or Montgomery, CSFB and Montgomery may assist Ahmanson in such a solicitation. Each of CSFB and Montgomery engages in a full range of investment banking, securities trading, market-making and brokerage services for institutional and individual clients. In the normal course of their respective businesses, each of CSFB and Montgomery may trade securities of GWF for their own account and the account of their customers and, accordingly, may at any time hold a long or short position in such securities. As of May 7, 1997, CSFB held a net short position of 4,276 shares of GWF common stock and Montgomery held no shares of GWF common stock.

Except as disclosed above, to the knowledge of Ahmanson, none of Ahmanson, the directors or executive officers of Ahmanson, the employees or other representatives of Ahmanson who may participate in this solicitation or the Nominees named above has any interest, direct or indirect, by security holdings or otherwise, in GWF.

CONTACT: H.F. Ahmanson & Co., Irwindale

Mary Trigg, 818/814-7922 (media)

Steve Swartz, 818/814-7986 (investors)