Ahmanson sets record straight on Washington Mutual's distortions.

IRWINDALE, Calif.--(BUSINESS WIRE)--March 19, 1997--In response to inquiries, H.F. Ahmanson & Company (NYSE:AHM) stated that claims and information being presented to the marketplace by Washington Mutual (NASDAQ:WAMU) with respect to the two companies' proposals to merge with Great Western Financial Corporation (NYSE:GWF) are inaccurate and irresponsible.

"With its March 17th presentation to investors, Washington Mutual has crossed the line from a campaign of exaggeration to one of disinformation."

Examples of Washington Mutual's distortions, and the facts they obscure, follow:

"WASHINGTON MUTUAL DISTORTION: `Ahmanson is presently, and under its pro forma projections would be, among the worst capitalized thrifts in the nation.'

"FACT: Ahmanson's savings and loan subsidiary, Home Savings of America, significantly exceeds the standard for `well-capitalized' status -- the highest regulatory capital status -- both today and in projections for a merger with Great Western. Home's capital will be managed to a level of 5.3 percent core capital.

"Although Ahmanson, as a savings and loan holding company, is not subject to any regulatory capital requirements, Ahmanson has managed its core capital in its projections to 4.9 percent, a sound level and one that is acceptable to both regulators and rating agencies. Ahmanson is rated `investment grade' by credit agencies, and would continue to be rated `investment grade' after a merger with Great Western on a pro forma basis.

"Washington Mutual's effort to mischaracterize the capital strength of a depository institution is reckless and irresponsible.

"WASHINGTON MUTUAL DISTORTION: `Ahmanson assumes an unreasonably low share repurchase price for the $2 billion share repurchase program.' Washington Mutual asserts that Ahmanson assumes a $37 share repurchase price through 1998.

"FACT: Ahmanson assumes $2.8 billion -- not $2 billion -- in share repurchases, executed at rising price levels and at slightly more than 12 times cash earnings per share. Since October 1995, Ahmanson has purchased approximately 17 million common shares at an average price of $26.11. Pro forma projections include purchasing an additional 39 million shares through 1998 at an average price of approximately $46, and 17 million shares in 1999 at an average price of approximately $60.

"WASHINGTON MUTUAL DISTORTION: `WAMU's Cost Savings are Due Diligenced - Ahmanson's are Aggressive'

"FACT: Ahmanson's estimated cost savings of approximately 45 percent are consistent with other in-market combinations and have been widely endorsed by equity research analysts and investors. Without the opportunity to conduct due diligence that other bidders had, Ahmanson remained conservative in its assumptions.

"Washington Mutual, on the other hand, assumes that it can produce 75 percent of the cost savings Ahmanson assumes, but with less than half of the branch overlap with Great Western that Ahmanson has. It is Washington Mutual that is aggressive on cost savings, particularly when viewed in combination with the substantial revenue enhancements it must achieve simultaneously in order to avoid costly dilution to Washington Mutual and Great Western stockholders.

"WASHINGTON MUTUAL DISTORTION: Washington Mutual's proposal offers `Tested Assumptions - Attractive Returns.'

"FACT: The accretion levels projected by Washington Mutual in its S-4 assume its ability to achieve $113 million in incremental net interest income in 1998, and $246 million in incremental net interest income in 1999. Those assumptions are predicated upon Washington Mutual generating $18.1 billion in incremental loan growth at Great Western by 1999, while at the same time closing 100 Great Western loan origination offices. Using an historic runoff rate of 15%, the combined organization's originations for 1997 would represent a 35% increase over 1996 requiring it to outproduce formidable competitors like Nationsbank, Bank of America and Fleet.

"Moreover, the incremental $3.1 billion in originations that Washington Mutual expects to add to Great Western's stand-alone production in just a single quarter of 1997 represents more volume on an annualized basis than Great Western has achieved in any single year in the '90s.

"These are by no means `tested assumptions' in California, a market with which Washington Mutual has only two months experience. The California residential real estate market is mature and highly competitive, and cannot provide the after-tax rates of return on residential loans that Washington Mutual imagines. Furthermore, at current interest rates, the California and national mortgage market favors fixed rate mortgages. Retaining anywhere near the $18.1 billion in `incremental' originations could subject Washington Mutual to serious interest rate risk."

"WASHINGTON MUTUAL DISTORTION: `Benefits of the (WAMU) Transaction' include `Low Risk Execution.'

"FACT: No major financial institution has ever made two size doubling acquisitions within one year. Washington Mutual is attempting to do so, while simultaneously attempting another challenging feat: expanding revenues dramatically while cutting costs. This is clearly not `low risk.'

Ahmanson concluded, "Washington Mutual has produced information that is not credible with respect to its own prospects for achieving merger benefits, and has now moved on to miscalculating and mischaracterizing Ahmanson's proposal and prospects."

H.F. Ahmanson, with nearly $50 billion in assets, is the parent company of Home Savings of America, one of the nation's largest full-service consumer banks.

THIS PRESS RELEASE CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF AHMANSON AND, ASSUMING THE CONSUMMATION OF THE PROPOSED MERGER, A COMBINED AHMANSON/GREAT WESTERN FINANCIAL CORPORATION, INCLUDING STATEMENTS RELATING TO: (A) THE COST SAVINGS AND ACCRETION TO CASH EARNINGS AND REPORTED EARNINGS THAT WILL BE REALIZED FROM THE PROPOSED MERGER; (B) THE IMPACT ON REVENUES OF THE PROPOSED MERGER, INCLUDING THE POTENTIAL FOR ENHANCED REVENUES AND THE IMPACT ON REVENUES OF CONSOLIDATION OF RETAIL BRANCHES AND OTHER OPERATIONS AS PLANNED; (C) AHMANSON'S STOCK PURCHASE PROGRAM; AND (D) THE RESTRUCTURING CHARGES EXPECTED TO BE INCURRED IN CONNECTION WITH THE PROPOSED MERGER. THESE FORWARD LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (1) EXPECTED COST SAVINGS FROM THE PROPOSED MERGER CANNOT BE FULLY REALIZED OR REALIZED WITHIN THE EXPECTED TIME FRAME; (2) REVENUES FOLLOWING THE PROPOSED MERGER ARE LOWER THAN EXPECTED; (3) COMPETITIVE PRESSURE AMONG DEPOSITORY INSTITUTIONS INCREASES SIGNIFICANTLY; (4) COSTS OR DIFFICULTIES RELATED TO THE INTEGRATION OF THE BUSINESSES OF AHMANSON AND GREAT WESTERN FINANCIAL CORPORATION ARE GREATER THAN EXPECTED; (5) CHANGES IN THE INTEREST RATE ENVIRONMENT REDUCE INTEREST MARGINS; (6) GENERAL ECONOMIC CONDITIONS, EITHER NATIONALLY OR IN THE STATES IN WHICH THE COMBINED COMPANY WILL BE DOING BUSINESS, ARE LESS FAVORABLE THAN EXPECTED; OR (7) LEGISLATION OR REGULATORY CHANGES ADVERSELY AFFECT THE BUSINESSES IN WHICH THE COMBINED COMPANY WOULD BE ENGAGED. FURTHER INFORMATION ON OTHER FACTORS WHICH COULD AFFECT THE FINANCIAL RESULTS OF AHMANSON AFTER THE PROPOSED MERGER IS INCLUDED IN FILINGS BY AHMANSON WITH THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION"), INCLUDING A REGISTRATION STATEMENT ON FORM S-4 FILED WITH THE COMMISSION ON FEBRUARY 18, 1997, AND THE COMMISSION FILINGS INCORPORATED BY REFERENCE THEREIN. AHMANSON BELIEVES THAT THE INFORMATION REGARDING THE PROPOSED WASHINGTON MUTUAL/GREAT WESTERN MERGER IS SUBJECT TO SIMILAR QUALIFICATIONS AND UNCERTAINTIES. ALTHOUGH THIS PRESENTATION INCLUDES INFORMATION CONCERNING WASHINGTON MUTUAL AND GREAT WESTERN INSOFAR AS IT IS KNOWN OR REASONABLY AVAILABLE TO AHMANSON, AHMANSON DOES NOT HAVE ACCESS TO THE BOOKS AND RECORDS OF EITHER COMPANY. THEREFORE, INFORMATION CONCERNING GREAT WESTERN AND WASHINGTON MUTUAL THAT HAS NOT BEEN MADE PUBLIC IS NOT AVAILABLE TO AHMANSON. CONSEQUENTLY, WITH RESPECT TO WASHINGTON MUTUAL, GREAT WESTERN AND THEIR PROPOSED MERGER, AHMANSON HAS RELIED ENTIRELY ON PUBLICLY AVAILABLE INFORMATION WITHOUT INDEPENDENT VERIFICATION. MOREOVER, AHMANSON NOTES THAT THE NEED TO RELY SOLELY ON SUCH PUBLICLY AVAILABLE INFORMATION MAY AFFECT THE JUDGMENTS UNDERLYING AN EVALUATION OF THE FINANCIAL AND OTHER PROJECTED INFORMATION DISCUSSED HEREIN.

SHARES OF GREAT WESTERN FINANCIAL CORPORATION ("GWF")

COMMON STOCK HELD BY H.F. AHMANSON & COMPANY

("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 March 18, 1997, Ahmanson is the beneficial owner of 2,344,800 shares of GWF Common Stock. Other than Mr. 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 March 18, 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 Corporation ("CSFB") and Montgomery Securities ("Montgomery"), financial advisors 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 March 18, 1997, CSFB held a net short position of 2,676 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 & Company, Irwindale

Mary Trigg, 818/814-7922 (media)

Steve Swartz, 818/814-7986 (investor)