<PAGE> 1
EXHIBIT 1.1
UNDERWRITING AGREEMENT
Dated as of [________, 20__]
Golden West Financial Corporation
1901 Harrison Street
Oakland, California 94612
Ladies and Gentlemen:
We understand that Golden West Financial Corporation (the
"Company") proposes to issue and sell $[_____________] aggregate principal
amount of ______% [Senior][Subordinated] Notes due ______ 1, 20___ (the "Offered
Securities") covered by the registration statement on Form S-3 (File No.
333-___________) (the "Registration Statement"). Subject to the terms and
conditions set forth herein and incorporated by reference herein, the Company
hereby agrees to sell, and [names of underwriters] (the "Underwriters") agrees
to purchase, $[______________] aggregate principal amount of Offered Securities
at [_________]% of their principal amount plus accrued interest, if any, from
_________, 20__ to the date of payment.
The Underwriters will pay for the Offered Securities upon
delivery thereof at the office of Orrick, Herrington & Sutcliffe LLP, 400
Sansome Street, San Francisco, California 94111, at 7:00 A.M. (San Francisco
time) on [________________, 20__], or on such other date not later than
[__________, 20__] as shall be mutually agreed upon (the "Closing Date"), upon
confirmation of delivery to or upon the order of the Underwriters in New York
City, or such other place as shall be mutually agreed upon, of certificates for
the Offered Securities in such names and denominations as the Underwriters shall
request. Payment shall be made to the order of the Company in immediately
available funds.
The Company agrees to have the Offered Securities available
for inspection, checking and packaging by the Underwriters in San Francisco,
California, not later than 11:00 A.M. (San Francisco time) on the business day
immediately preceding the Closing Date.
<PAGE> 2
The Offered Securities shall have the following terms:
<TABLE>
<S> <C>
Maturity: ___________
Interest Rate: _______% accruing from __________, 20___
Interest Payment Dates: _______ 1 and _______ 1, commencing ________ 1, 20__
Record Dates: _________ 15 and ________ 15
Denominations: $_____ and integral multiples of $_____ in excess thereof
Redemption Provisions: None
Price to Public: ___________%
[Other provisions: __________________________________].
</TABLE>
All the provisions contained in the document entitled Golden West
Financial Corporation Underwriting Agreement Standard Provisions For
[Senior][Subordinated] Debt Securities [________ 20__], a copy of which is
attached hereto (the "Standard Agreement"), are herein incorporated by reference
in their entirety and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein, except that each
reference in the Standard Agreement (i) to the "Registration Statement" shall be
deemed to refer to the Registration Statement, (ii) to the "Basic Prospectus"
shall be deemed to mean the prospectus dated [__________, 20__] relating to the
Company's senior and subordinated debt securities and preferred stock, including
the material incorporated by reference therein (the "Revised Basic Prospectus"),
and (iii) to the "Prospectus" shall be deemed to mean, collectively, the
Prospectus Supplement (as defined in the Standard Agreement) and the Revised
Basic Prospectus, including in each case the material incorporated by reference
therein. The several obligations of the Underwriters hereunder shall be subject
to all of the conditions set forth in Section 7 of the Standard Agreement and to
the condition that on or after the date hereof (i) no downgrading shall have
occurred in the rating accorded either the Company's or World Savings and Loan
Association's debt securities by Moody's Investors Service, Inc. ("Moody's"), or
Standard & Poor's Ratings Services ("S&P") and (ii) neither Moody's nor S&P
shall have publicly announced that it has under surveillance or review, with
possible negative implications, its ratings of any of either the Company's or
World Savings and Loan Association's debt securities.
2
<PAGE> 3
If any one or more of the Underwriters shall fail or refuse to purchase
the Offered Securities which it or they have agreed to purchase hereunder, and
the aggregate principal amount of the Offered Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the aggregate principal amount of the Offered Securities, and
arrangements satisfactory to the non-defaulting Underwriters and the Company for
the purchase of such Offered Securities are not made within 36 hours after such
default (excluding Saturdays, Sundays and holidays) or such longer period as the
non-defaulting Underwriters and the Company shall agree upon, then the
non-defaulting Underwriters shall be obligated severally to purchase the Offered
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase. If any one or more of the Underwriters shall fail or
refuse to purchase Offered Securities and the aggregate principal amount of
Offered Securities with respect to which such default occurs is more than
one-tenth of the aggregate principal amount of the Offered Securities and
arrangements satisfactory to the non-defaulting Underwriters and the Company for
the purchase of such Offered Securities are not made within 36 hours after such
default (excluding Saturdays, Sundays and holidays), or such longer period of
time as the non-defaulting Underwriters and the Company shall agree upon, this
Agreement shall terminate without liability on the part of any non-defaulting
Underwriter or of the Company except for the payment of expenses as provided in
Section 4(h) of the Standard Agreement and the indemnity and contribution
agreements of the Company and the Underwriters contained in Section 6 of the
Standard Agreement. In any case, either the non-defaulting Underwriters or the
Company shall have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this paragraph or any such
termination shall not relieve any defaulting Underwriter from liability in
respect of any default of any such Underwriter under this Agreement.
Notices shall be sent to the Underwriters at the following address:
___________ _________________, Attention: ________.
This Agreement will be governed by and construed in accordance with the
laws of the State of New York.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
3
<PAGE> 4
Please confirm your agreement by having your authorized officer sign a
copy of this Agreement in the space set forth below and returning the signed
copy to us.
Very truly yours,
[name]
---------------------------
By: [name]
Title:
Accepted:
Golden West Financial Corporation
By:
------------------------------
Name:
Title:
Dated: [__________, 20__]
4
