1996 1995 COMPANY SCORE
1 2 Washington Mutual 7.06
2 1 Golden West Financial 6.96
3 5 Standard Federal Bancorp. 6.18
4 . Charter One Financial 5.90
5 4 H.F. Ahmanson 5.75
Fortune Magazine, March 3, 1997
EVER NOTICE YOU NEVER HEAR ANYONE
YELLING "WE'RE NUMBER FIVE?"
But being number one, on the other hand, is something worth talking about.
When Washington Mutual was rated the number one most admired savings
institution in the country by our peers in Fortune Magazine, it was nice to
know people were paying attention.
FORTUNE
AMERICA'S MOST ADMIRED COMPANIES
[LOGO}
Paying attention to the way we treat our customers and employees, our top-
rated line of products and services, the quality of our management team and our
management team and our long-term return to shareholders.
Maybe that's one of the many reasons why the Great Western Board of
Directors chose us to be their merger partner.
[LOGO] Washington Mutual
The friend of the family (TM)
FDIC Insured
______________________________________________________________________________
"America's Most Admired Companies" and Fortune Magazine are trademarks
belonging to Time, Inc.
Washington Mutual, Inc. ("Washington Mutual") and certain other persons
named below may be deemed to be participants in the solicitation of proxies in
connection with the merger of Great Western Financial Corporation ("Great
Western") and a wholly-owned subsidiary of Washington Mutual pursuant to which
each outstanding share of Great Western common stock would be converted into 0.9
shares of Washington Mutual common stock (the "Merger"). The participants in
this solicitation may include the directors of Washington Mutual (Douglas P.
Beighle, David Bonderman, J. Taylor Crandall, Roger H. Eigsti, John W. Ellis,
Daniel J. Evans, Anne V. Farrell, William P. Gerberding, Kerry K. Killinger,
Samuel B. McKinney, Michael K. Murphy, William G. Reed, Jr., and James H.
Stever); the following executive officers of Washington Mutual: Craig S. Davis,
Steven P. Freimuth, Lee D. Lannoye, William A. Longbrake, Deanna W. Oppenheimer,
Craig E. Tall and S. Liane Wilson; and the following other members of management
of Washington Mutual: Karen Christensen, JoAnn DeGrande, William Ehrlich, James
B. Fitzgerald, Marc R. Kittner and Douglas G. Wisdorf (collectively, the
"Washington Mutual Participants"). As of the date of this communication, David
Bonderman, J. Taylor Crandall and Kerry K. Killinger beneficially owned
1,894,141 shares, 6,549,755 shares and 1,044,224 shares of Washington Mutual
common stock, respectively. The remaining Washington Mutual participants do not
beneficially own, individually or in the aggregate, in excess of 1% of
Washington Mutual's equity securities.
Great Western and certain other persons named below may be deemed to be
participants in the solicitation of proxies in connection with the Merger. The
participants in this solicitation may include the directors of Great Western
(James F. Montgomery, John F. Maher, Dr. David Alexander, H. Frederick Christie,
Stephen E. Frank, John V. Giovenco, Firmin A. Gryp, Enrique Hernandez, Jr.,
Charles D. Miller, Dr. Alberta E. Siegel and Willis B Wood, Jr.); the following
executive officers of Great Western: J. Lance Erikson, Carl F. Geuther, Michael
M. Pappas, A. William Schenck III, Ray W. Sims, and Jaynie M. Studenmund; and
the following other members of management of Great Western: Ian D. Campbell,
Charles Coleman, Allen D. Meadows, and John A. Trotter (collectively, the "Great
Western Participants"). As of the date of this communication, James F.
Montgomery and John F. Maher beneficially owned 680,488 shares and 611,762
shares of Great Western common stock, respectively (including shares subject to
stock options exercisable within 60 days). The remaining Great Western
participants do not beneficially own, individually or in the aggregate, in
excess of 1% of Great Western's equity securities.
Washington Mutual has retained Lehman Brothers Inc. ("Lehman Brothers") to
act as its financial advisor in connection with the Merger for which it received
and may receive substantial fees as well as reimbursement of reasonable
out-of-pocket expenses. In addition, Washington Mutual has agreed to indemnify
Lehman Brothers and certain persons related to it against certain liabilities,
including certain liabilities under the federal securities laws, arising out of
its engagement. Lehman Brothers is an investment banking firm that provides a
full range of financial services for institutional and individual clients.
Lehman Brothers does not admit that it or any of its directors, officers or
employees is a "participant" as defined in Schedule 14A promulgated under the
Securities Exchange Act of 1934, as amended, in the proxy solicitation, or that
Schedule 14A requires the disclosure of certain information concerning Lehman
Brothers. In connection with Lehman Brothers' role as financial advisor to
Washington Mutual, Lehman Brothers and the following investment banking
employees of Lehman Brothers may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are stockholders of Washington Mutual and Great Western: Steven B. Wolitzer,
Philip R. Erlanger, Sanjiv Sobti, David J. Kim, Craig P. Sweeney and Daniel A.
Trznadel. In the normal course of its business Lehman Brothers regularly buys
and sells securities issued by Washington Mutual and its affiliates ("Washington
Mutual Securities") and Great Western and its affiliates ("Great Western
Securities") for its own account and for the account of its customers, which
transactions may result from time to time in Lehman Brothers and its associates
having a net "long" or net "short" position in Washington Mutual Securities,
Great Western Securities, or option contracts or other derivatives in or
relating to Washington Mutual Securities or Great Western Securities. As of May
5, 1997, Lehman Brothers had positions in Washington Mutual Securities and Great
Western Securities as principal as follows: (i) net "short" 224 of Washington
Mutual's common shares; (ii) net "long" 27,434 shares of Washington Mutual's
9.12% preferred stock; (iii) net "long" 124,964 shares of Washington Mutual's
7.60% preferred stock; (iv) net "long" 17,445 of Great Western's common shares;
and (v) net "long" 160,000 shares of Great Western's 8.30% preferred stock.
-more-
<PAGE>
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Great Western has retained Goldman, Sachs & Co. ("Goldman Sachs") and
Merrill Lynch & Co. ("Merrill Lynch") to act as its financial advisors in
connection with the Merger, as well as the merger proposal by H.F. Ahmanson &
Company, for which they received and may receive substantial fees as well as
reimbursement of reasonable out-of-pocket expenses. In addition, Great Western
has agreed to indemnify Goldman Sachs and Merrill Lynch and certain persons
related to them against certain liabilities, including certain liabilities under
the federal securities laws, arising out of their engagement. Each of Goldman
Sachs and Merrill Lynch is an investment banking firm that provides a full range
of financial services for institutional and individual clients. Neither Goldman
Sachs nor Merrill Lynch admits that it or any of its directors, officers or
employees is a "participant" as defined in Schedule 14A promulgated under the
Securities Exchange Act of 1934, as amended, in the proxy solicitation, or that
Schedule 14A requires the disclosure of certain information concerning Goldman
Sachs and Merrill Lynch. In connection with Goldman Sachs's role as financial
advisor to Great Western, Goldman Sachs and the following investment banking
employees of Goldman Sachs may communicate in person, by telephone or otherwise
with a limited number of institutions, brokers or other persons who are
stockholders of Great Western: Joe Wender, John Mahoney, Andy Gordon, Todd Owens
and Andrea Vittorelli. In connection with Merrill Lynch's role as financial
advisor to Great Western, Merrill Lynch and the following investment banking
employees of Merrill Lynch may communicate in person, by telephone or otherwise
with a limited number of institutions, brokers or other persons who are
stockholders of Great Western: Herb Lurie, Louis S. Wolfe, Paul Wetzel, Frank V.
McMahon, John Esposito, Christopher Del-Moral Niles and Kavita Gupta. In the
normal course of their respective businesses Goldman Sachs and Merrill Lynch
regularly buy and sell Great Western Securities and Washington Mutual Securities
for its own account and for the accounts of its customers, which transactions
may result from time to time in Goldman Sachs and its associates and Merrill
Lynch and its associates having a net "long" or net "short" position in Great
Western Securities, Washington Mutual Securities, or option contracts or other
derivatives in or relating to Great Western Securities or Washington Mutual
Securities.
As of May 5, 1997, Goldman Sachs had positions in Great Western Securities
and Washington Mutual Securities as principal as follows: (i) net "long" 9,273
of Great Western's common shares and (ii) net "long" $1 million of Great
Western's deposit notes. As of May 5, 1997, Merrill Lynch had positions in Great
Western Securities and Washington Mutual Securities as principal as follows: (i)
net "long" 2,326 of Great Western's common shares; (ii) net "long" 1,600 shares
of Great Western's 8.30% preferred stock; and (iii) net "long" 1,526 of
Washington Mutual's common shares.
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