STATEWIDE FINANCIAL CORP, DEF 14A, 1997-04-07

STATEWIDE FINANCIAL CORP
DEF 14A, 1997-04-07
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED

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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [ X ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential. For Use
of the Commission Only
(as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Statewide Financial Corp.
----------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
----------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.

(1) Amount Previously paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------

(LOGO)

April 7, 1997

Dear Statewide Financial Corp. Shareholder:

You are cordially invited to attend the annual meeting of
stockholders ( the "Annual Meeting") of Statewide Financial Corp. (the
"Company"), the holding company for Statewide Savings Bank, S.L.A.
(the "Bank"), to be held on May 7, 1997, at 10:30 a.m., at the Newark
Airport Marriott, Newark International Airport, Newark, New Jersey
07114.

At the Annual Meeting, shareholders will be asked to elect two
members to the Board of Directors. In addition, shareholders will be
asked to adopt certain amendments to the Company's existing Stock
Benefit Plans. Under the Company's existing Stock Option and
Management Recognition Plans, all shares are subject to a five year
vesting schedule. The proposed amendments will permit acceleration of
vesting in the event of a change in control of the Company.

The Board of Directors of the Company has determined that the
matters to be considered at the Annual Meeting are in the best
interests of the Company and its shareholders. For the reasons set
forth in the Proxy Statement, the Board unanimously recommends that
you vote "FOR" each matter to be considered.

Your cooperation is appreciated since a majority of the common
stock must be represented, either in person or by proxy, to constitute
a quorum for the conduct of business. Whether or not you expect to
attend, please sign, date and return the enclosed proxy card promptly
in the postage-paid envelope provided so that your shares will be
represented.

On behalf of the Board of Directors, officers and all of the
employees of the Company, I thank you for your continued interest and
support.

Sincerely yours,

Victor M. Richel
Chairman of the Board, President
and Chief Executive Officer

STATEWIDE FINANCIAL CORP.
70 Sip Avenue
Jersey City, New Jersey 07306
--------------------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 1997
---------------------------------------

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders
(the "Annual Meeting") of Statewide Financial Corp. (the "Company")
will be held on May 7, 1997, at 10:30 a.m., at the Newark Airport
Marriott, Newark International Airport, Newark, New Jersey 07114.

The purpose of the Annual Meeting is to consider and vote upon
the following matters:

1. Election of two directors each to three-year terms of office;

2. Approval of amendments to the Statewide Financial Corp. 1996
Incentive Stock Option Plan;

3. Approval of amendments to the Statewide Financial Corp. 1996
Stock Option Plan for Outside Directors;

4. Approval of amendments to the Statewide Financial Corp.
Recognition and Retention Plan for Executive Officers and
Employees;

5. Approval of amendments to the Statewide Financial Corp.
Recognition and Retention Plan for Outside Directors; and

6. Such other matters as may properly come before the Annual
Meeting and at any adjournments thereof, including whether or
not to adjourn the meeting.

The Board of Directors has established March 17, 1997, as the
record date for the determination of shareholders entitled to receive
notice of and to vote at the Annual Meeting and at any adjournments
thereof. Only record holders of the common stock of the Company as of
the close of business on that date will be entitled to notice of and
to vote at the Annual Meeting or any adjournments thereof.

By Order of the Board of Directors

Victor M. Richel
Chairman of the Board, President
and Chief Executive Officer

Jersey City, New Jersey
April 7, 1997

STATEWIDE FINANCIAL CORP.
70 Sip Avenue
Jersey City, New Jersey 07306
-------------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 7, 1997
-------------------------------

Solicitation and Voting of Proxies

This Proxy Statement is being furnished to shareholders of
Statewide Financial Corp. (the "Company") in connection with the
solicitation by the Board of Directors of proxies to be used at the
annual meeting of shareholders (the "Annual Meeting"), to be held on
May 7, 1997, at 10:30 a.m., at the Newark Airport Marriott, Newark
International Airport, Newark, New Jersey 07114 and at any
adjournments thereof. The 1996 Annual Report to Shareholders,
including consolidated financial statements for the fiscal year ended
December 31, 1996, and a proxy card, accompanies this Proxy Statement,
which is first being mailed to record holders on or about April 7,
1997.

Regardless of the number of shares of common stock owned, it is
important that you vote by completing the enclosed proxy card and
returning it signed and dated in the enclosed postage-paid envelope.
Shareholders are urged to indicate their vote in the spaces provided
on the proxy card. Proxies solicited by the Board of Directors of the
Company will be voted in accordance with the directions given therein.
Where no instructions are indicated, signed proxy cards will be voted
"FOR" the election of each of the nominees for director named in this
Proxy Statement and "FOR" the ratification of each of the other
specific proposals presented in this Proxy Statement.

Other than the matters set forth on the attached Notice of Annual
Meeting of Shareholders, the Board of Directors knows of no additional
matters that may be presented for consideration at the Annual Meeting.
Execution of a proxy, however, confers on the designated proxy holders
discretionary authority to vote the shares in accordance with their
best judgment on such other business, if any, that may properly come
before the Annual Meeting and at any adjournments thereof, including
whether or not to adjourn the Annual Meeting.

A proxy may be revoked at any time prior to its exercise by
filing a written notice of revocation with the Corporate Secretary of
the Company, by delivering to the Company a duly executed proxy
bearing a later date, or by attending the Annual Meeting and voting in
person. However, if you are a shareholder whose shares are not
registered in your own name, you will need appropriate documentation
from your record holder to vote personally at the Annual Meeting.

The cost of solicitation of proxies on behalf of the Board of
Directors will be borne by the Company. In addition to the
solicitation of proxies by mail, Chase Mellon Shareholder Services LLC
will assist the Company in soliciting proxies for the Annual Meeting
and will be paid a fee of $3,500, plus out-of-pocket expenses.
Proxies may also be solicited personally or by mail or telephone by
directors, officers and other employees of the Company and Statewide
Savings Bank, S.L.A. (the "Bank"), its wholly-owned subsidiary,
without additional compensation therefor. The Company will also
request persons, firms and corporations holding shares in their names,
or in the name of their nominees, which are beneficially owned by
others, to send proxy material to and obtain proxies from such
beneficial owners, and will reimburse such holders for their
reasonable expenses in doing so.

Voting Securities

The securities which may be voted at the Annual Meeting consist
of shares of common stock, no par value, of the Company ("Common
Stock"), with each share entitling its owner to one vote on all
matters to be voted on at the Annual Meeting, except as described
below. There is no cumulative voting for the election of directors.

The close of business on March 17, 1997, has been fixed by the
Board of Directors as the record date (the "Record Date") for the
determination of shareholders of record entitled to notice of and to
vote at the Annual Meeting and at any adjournments thereof. The total
number of shares of Common Stock outstanding on the Record Date was
4,772,625 shares.

In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of Common Stock who beneficially own in
excess of 10% of the outstanding shares of Common Stock (the "Limit")
are not entitled to any vote with respect to the shares held in excess
of the Limit. A person or entity is deemed to beneficially own shares
owned by an affiliate of, as well as by persons acting in concert
with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the Limit, including
determining whether persons or entities are acting in concert, and
(ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the Limit supply information to
the Company to enable the Board of Directors to implement and apply
the Limit.

The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to
vote (after giving effect to the Limit described above, if applicable)
is necessary to constitute a quorum at the Annual Meeting. In the
event that there are not sufficient votes for a quorum, or to approve
or ratify any matter being presented at the time of the Annual
Meeting, the Annual Meeting may be adjourned in order to permit the
further solicitation of proxies.

As to the election of directors, the proxy card being provided by
the Board of Directors enables a shareholder to vote "FOR" the
election of the nominees proposed by the Board of Directors, or to
"WITHHOLD AUTHORITY" to vote for one or more of the nominees being
proposed. Under New Jersey law and the Company's Bylaws, directors
are elected by a plurality of votes cast, without regard to either
broker non-votes, or proxies as to which authority to vote for one or
more of the nominees being proposed is withheld.

As to the matters being proposed for shareholder action set forth
in Proposals 2 through 5, the proxy card being provided by the Board
of Directors enables a shareholder to check the appropriate box on the
proxy card to (i) vote "FOR" the item, (ii) vote "AGAINST" the item,
or (iii) "ABSTAIN" from voting on such item. Under New Jersey law,
the affirmative vote of a majority of the votes cast at the Annual
Meeting, in person or by proxy, is required to approve Proposals 2
through 5. Shares as to which the "ABSTAIN" box has been selected
will be counted as present and will therefore have the effect of
voting against Proposals 2 through 5. In contrast, broker non-votes
will not be counted as present and so will have no effect.

Security Ownership of Certain Beneficial Owners

The following table sets forth information as to those persons
believed by the Company to be beneficial owners of more than 5% of the
Company's outstanding shares of Common Stock on the Record Date or as
disclosed in certain reports regarding such ownership filed by such
persons with the Company and with the Securities and Exchange
Commission ("SEC"), in accordance with sections 13(d) and 13(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Other than those persons listed below, the Company is not aware of any
person, as such term is defined in the Exchange Act, that owns more
than 5% of the Company's Common Stock as of February 28, 1997.

Amount and
Nature of
Beneficial Percent
Title of Class Name and Address of Ownership of Class
Beneficial Owner
-------------- ------------------------- ----------- ---------
Common Stock Thomson, Horstmann & 599,700 12.3%
Bryant, Inc.
Park 80 West, Plaza Two
Saddle Brook, NJ 07663

Common Stock Statewide Savings Bank, 423,200(1) 8.7%
S.L.A. Employee Stock
Ownership Trust ("ESOP")
70 Sip Avenue
Jersey City, NJ 07306

Common Stock Wellington Management 264,800 5.4%
Company
75 State Street
Boston, MA 02109

(1) The Board of Directors has appointed Messrs. Richel, Lenihan and
Jehle to serve as the ESOP Administrative Committee. Manchester
Trust Bank, Lakehurst, New Jersey has been appointed as the
corporate trustee for the ESOP ("ESOP Trustee"). The ESOP
Trustee must vote all allocated shares held in the ESOP in
accordance with the instructions of the participants. Under the
ESOP, unallocated shares will be voted by the ESOP Trustee and
shares allocated to participant's accounts who do not provide
voting instructions to the ESOP Trustee will be voted by the ESOP
Trustee in the best interest of the participants and
beneficiaries in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

Interest of Certain Persons in Matters to be Acted Upon

All persons standing for election as director were unanimously
nominated by the Board of Directors. No person being nominated as a
director is being proposed for election pursuant to any agreement or
understanding between any such person and the Company.

Directors of the Company and the Bank have been granted stock
options and awards under the Statewide Financial Corp. 1996 Stock
Option Plan for Outside Directors and the Statewide Financial Corp.
Recognition and Retention Plan for Outside Directors, respectively.
Approval of amendments to these Plans are being presented in Proposals
3 and 5.

Executive Officers and employees of the Company and the Bank have
been granted stock options and awards under the Statewide Financial
Corp. 1996 Incentive Stock Option Plan and the Statewide Financial
Corp. Recognition and Retention Plan for Executive Officers and
Employees, respectively. Approval of amendments to these Plans are
beings presented in Proposals 2 and 4.

PROPOSALS TO BE VOTED ON AT THE MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of six
directors and is divided into three classes. Each of the six members
of the Board of Directors of the Company also presently serve as
directors of the Bank. Directors are elected for staggered terms of
three years each, with the term of office of only one of the three
classes of Directors expiring each year. Directors serve until their
successors are elected and qualified.

The two nominees proposed for election at this Annual Meeting are
Maria F. Ramirez and Stephen R. Tilton.

In the event that any such nominee is unable to serve or declines
to serve for any reason, it is intended that the proxies will be voted
for the election of such other person as may be designated by the
present board of Directors. The Board of Directors has no reason to
believe that any of the persons named will be unable or unwilling to
serve. Unless authority to vote for the nominee is withheld, it is
intended that the shares represented by the enclosed proxy card, if
executed and returned, will be voted FOR the election of the nominees
proposed by the Board of Directors.

In June, 1996, Mr. Edward D. Knapp resigned from the Company's
Board of Directors to pursue other business interests. In January,
1997, Mr. Thomas Sharkey, Sr. was appointed to the Board to fulfill
the unexpired portion of Mr. Knapp's term.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION
OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

Information with Respect to the Nominees, Continuing Directors and
Executive Officers

The following table sets forth, as of the Record Date, the names
of the nominees and those directors whose terms continue beyond the
Annual Meeting and their ages, a brief description of their recent
business experience, including present occupations and employment,
certain directorships held by each, the year in which each became a
director of the Company or the Bank, and the year in which their terms
(or in the case of the nominees, their proposed terms) as director of
the Company expire. The table also sets forth the amount of Common
Stock and the percent thereof beneficially owned by each and all
directors and executive officers as a group as of February 28, 1997.

<TABLE>
<CAPTION>
Expiration Shares of
Name and Principal Occupation Director of Common Stock Percent
at Present and for Past Five Age Since(1) Term as Beneficially of Class
Years Director Owned(2)
----------------------------- --- -------- ---------- ----------- ------
<S> <C> <C> <C> <C> <C>
Maria F. Ramirez 49 1989 2000 29,081.000 0.60%
President of Maria Fiorini
Ramirez, Inc., an
international economic and
investment advisory
firm and Maria Fiorini
Ramirez Securities, Inc.,
securities brokerage firm.

Stephen R. Tilton 51 1989 2000 56,581.000 1.16%
President of Garban, Ltd.,
a financial services firm.

Continuing Directors
Victor M. Richel 58 1974 1999 103,198.258(3) 2.12%
Chairman of the Board,
President and Chief
Executive Officer of the
Company; Chairman and Chief
Executive Officer of the
Bank; formerly a group Vice
President of Elizabethtown
Gas Company, a public
utility.

Walter G. Scott 55 1986 1999 50,581.000 1.04%
President of Scott Printing
Corporation, a financial
printing company.

Thomas Sharkey, Sr. 63 1997 1998 17,245.000 0.35%
Chairman, Meeker Sharkey
Financial Group
Thomas V. Whelan 53 1995 1998 60,581.000 1.25%
Chairman of the Board and
Chief Executive Officer of
Healthways Communications,
Inc., a medical education
and communications company.

Executive Officers of the Company, Name and Position With Company

Michael J. Griffin 47 - - 23,012.000 0.47%
President and Chief
Operating
Officer of the Bank

Robert H. Hunt, Jr. 49 - - 15,196.318(4) 0.31%
Senior Vice President of
the Bank

Augustine F. Jehle 53 - - 13,608.709(5) 0.28%
Vice President and
Secretary of the Company
and Senior Vice President
of the Bank
Bernard F. Lenihan 50 - - 44,413.780(6) 0.91%
Senior Vice President,
Treasurer and Chief
Financial Officer

Stock Ownership of all
Directors and Executive
Officers of the Company as a
Group (10 persons) - - - 413,498.065 8.50%
</TABLE>

(1) Includes years of service as a director of the Bank and its
predecessor institutions.

(2) Beneficially owned shares include shares over which the named
person exercised either sole or shared voting power or sole or
shared investment power. It also includes shares owned (i) by a
spouse, minor children or relatives sharing the same home, (ii)
by entities owned or controlled by the named person, and (iii) by
other persons if the named person has the right to acquire such
shares within sixty (60) days by the exercise of any right or
option. Unless otherwise noted, all shares are owned of record
and beneficially by the named person.

(3) Includes 1,834.758 shares held by the Company's 401(k) Plan for
Mr. Richel's benefit, 1,462.5 shares held by the Bank's ESOP and
allocated for Mr. Richel's benefit, 560 shares held by Mr.
Richel's spouse in her own name and 1,000 shares held by Mr.
Richel's child in his own name.

(4) Includes 545.918 shares held for Mr. Hunt's benefit by the
Company's 401(k) Plan and 1,424.4 shares allocated for Mr. Hunt's
benefit under the Bank's ESOP.

(5) Includes 1,645.509 shares held for Mr. Jehle's benefit by the
Company's 401(k) Plan and 1,382.2 shares allocated for Mr.
Jehle's benefit under the Bank's ESOP.

(6) Includes 1,738.28 shares held for Mr. Lenihan's benefit under the
Company's 401(k) Plan, 1,462.5 shares allocated for Mr. Lenihan's
benefit under the Bank's ESOP, 1,280 shares held by Mr. Lenihan's
spouse in her own name, and 2,243 shares held by trusts for the
benefit of Mr. Lenihan's children. Mr. Lenihan is the Trustee of
these trusts.

Meetings of the Board of Directors and Committees of the Board of
Directors

The Board of Directors conducts its business through meetings of
the Board of Directors and through activities of its committees.
During 1996, the Board of Directors of the Company held eight (8)
meetings. All of the directors of the Company attended at least 75%
of the total number of the Company's Board meetings held and committee
meetings on which such directors served during 1996.

Audit Committee. The Company and the Bank maintain an Audit
Committee. The Audit Committee of the Company and the Bank consists
of Messrs. Whelan (Chairman) and Scott, and Mr. Frank D. Garibaldi, a
Bank director, all of whom are outside directors of the Company and
the Bank. The Audit Committee arranges the annual financial statement
audit through the Company's and the Bank's independent certified
public accountants, reviews and evaluates the recommendations of the
annual audit, receives all reports of examinations of the Bank by the
internal audit department, analyzes such internal audit reports,
receives all reports of examination of the Bank by regulatory
agencies, analyzes such regulatory reports, and reports to the Board
of Directors the results of their analysis. The Audit Committee met
four (4) times during 1996.

Compensation/Benefits Committee. The Company and the Bank
maintain a Compensation/Benefits Committee. The Compensation/Benefits
Committee consists of Messrs. Scott (Chairman), Tilton and Whelan, and
Ms. Ramirez. The Compensation/Benefits Committee meets to establish
compensation for the Chief Executive Officer, approve the compensation
of executive officers and various compensation and benefits to be paid
to employees and to review the incentive compensation programs when
necessary. The Compensation/Benefits Committee met six (6) times
during 1996.

Nominating Committee. The Company and the Bank each maintain a
Nominating Committee. The Nominating Committee of the Company
consists of Ms. Ramirez (Chairwoman) and Messrs. Richel, Tilton and
Whelan. The Nominating Committee of the Bank consists of Ms. Ramirez
(Chairwoman) and Messrs. Garibaldi, Richel, Tilton and Whelan. The
Nominating Committees select the Company's and the Bank's Boards
nominees to stand for election to the Board of Directors at the Annual
Meeting.

Directors' Compensation

Directors' Fees. Directors who are not also serving as employees
of the Company or the Bank ("Outside Directors") receive an annual
retainer of $10,000 for serving on the Board, $600 for each Board
meeting attended and an annual retainer of $2,500 for each Committee,
if any, upon which they serve. Outside Directors also receive $500
per Committee meeting attended. Directors who are also officers of
the Bank do not receive fees or other compensation for their Board or
Committee participation.

Directors' Stock Option Plan. The Company maintains the
Statewide Financial Corp. 1996 Stock Option Plan for Outside Directors
(the "Outside Directors' Plan"). Under the Outside Directors' Plan,
158,700 shares of Common Stock have been reserved for issuance. Non-
employee directors of the Company, the Bank, and any other
subsidiaries which the Company may acquire or incorporate are eligible
to participate in the Outside Directors' Plan. Each participant in
the Outside Directors' Plan automatically receives an option to
purchase 26,450 share of Common Stock, to the extent shares are
available under this plan, effective as of the date such participant
commences his service on the Board of Directors. No option may be
exercised more than ten years after the date of its grant. The
purchase price of the shares of Common Stock subject to options under
the Outside Directors' Plan is 100% of the fair market value on the
date such option is granted. All options granted pursuant to the
Outside Directors' Plan are subject to a vesting restriction, with 20%
of such options vesting and becoming exercisable on the first
anniversary date of such grant and each anniversary date thereafter.
The Company has presented to shareholders for approval certain
amendments to the Outside Directors' Plan. See Proposal 3.

Recognition and Retention Plan for Outside Directors. The
Company maintains the Statewide Financial Corp. Recognition and
Retention Plan for Outside Directors (the "Directors' RRP"). Under
the Directors' RRP, grants of up to 63,480 shares of Common Stock may
be made to non-employee directors of the Company, the Bank and any
other subsidiaries which the Company may acquire or incorporate.
Under the Directors' RRP, each such director will receive a grant of
10,580 shares of Common Stock, to the extent shares are available
under this plan, as of the date such participant commences his service
on the Board of Directors. Grants of stock under the Directors' RRP
are subject to a five year vesting schedule, with 20% of a grant
vesting on the first anniversary date of the grant and 20% vesting
each anniversary thereafter. Shares subject to grants under the
Directors' RRP may not be transferred until they have vested. During
the vesting period, Directors may vote such shares and are entitled to
receive cash dividends upon such shares. The Company has presented to
shareholders for approval certain amendments to the Directors' RRP.
See Proposal 5.

Executive Compensation

The report of the compensation/benefits committee and the
following stock performance graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this
proxy statement into any filing under the Securities Act of 1933, as
amended or the Exchange Act, except to the extent that the Company
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.

Compensation Committee Report on Executive Compensation.

General. The Company's executive compensation program is
administered by the Compensation/Benefits Committee of the Board of
Directors. The Compensation/Benefits Committee is comprised of
Messrs. Scott (Chairman), Tilton and Whelan and Ms. Ramirez. The
Compensation/Benefits Committee is responsible for establishing the
compensation levels and benefits for executive officers of the Company
and the Bank.

Compensation Policies. The Compensation/Benefits Committee has
the following goals for compensation programs impacting the executive
officers of the Company and the Bank:

(bullet) to align the interests of executive officers with the long-
term interests of shareholders through awards that can

result in ownership of Common Stock;

(bullet) to retain the executive officers who have led the Company to
high performance levels and allow the Company to attract
high quality executive officers in the future by providing
total compensation opportunities which are consistent with
competitive norms of the industry and the Company's level of
performance; and

(bullet) to maintain reasonable "fixed" compensation costs by
targeting base salaries at a competitive average.

In addition, in order to align the interests and performance of its
executive officers with the long term interests of its shareholders,
the Company has adopted plans which reward the executives for
delivering long term value to the Company and the Bank.

The executive compensation package available to executive
officers will be composed of the following components:

1. base salary;
2. short-term incentive compensation; and
3. long-term incentive compensation, including stock options
and stock awards.

Mr. Richel has an Employment Agreement with the Company and the Bank
which specifies a minimum base salary and requires periodic review of
such salary. In addition, executive officers participate in other
benefit plans available to all employees, including the ESOP and the
401(k) Plan.

Base Salary. The Compensation/Benefits Committee meets during
the last quarter of each year to determine the level of any salary
increase to take effect at the beginning of the year immediately
following. While it uses no specific formula within its decision
making process, the Compensation/Benefits Committee determines the
level of salary increases after reviewing the qualifications and
experience of the executive officers of the Company, the compensation
paid to persons having similar duties and responsibilities at other
institutions, and the size of the Company and the complexity of its
operations.

Short Term Incentive Compensation. Each year the
Compensation/Benefits Committee establishes the size of the pool of
available bonus money based upon the expected performance of the
Company for that year. The parameters for the award of bonuses are
related to the Company attaining specific levels of performance, and
the individual achieving targeted objectives designed to support and
implement the Company's objectives and strategies.

Specific goals developed for 1996 related to: return on equity,
earnings, expense levels and asset quality. Achievement of individual
goals is reviewed by the Compensation/Benefits Committee to determine
the extent to which the individual contributed to meeting the
Company's goals, and to make a qualitative assessment of the
individual officer's performance and an assessment, in the case of
executive officers other than the Chief Executive Officer, of the
extent to which the individual met additional goals specified in the
annual incentive plan relating to his area of responsibility. The
bonus for any individual executive officer can vary between zero and
100% of their individual target bonus, based upon their performance
and the Company's performance.

Long Term Incentive Compensation. The Statewide Financial Corp.
1996 Incentive Stock Option Plan and the Statewide Financial Corp.
Recognition and Retention Plan for Executive Officers and Employees
are long-term plans designed to align a significant portion of the
executive compensation program with shareholder interests. The
Company and the Bank have adopted the Incentive Option Plan and the
RRP, respectively, under which Outside Directors and executive
officers of the Company and the Bank may receive grants and awards.
The Compensation/Benefits Committee believes that stock ownership is a
significant incentive in building shareholders' wealth and aligning
the interests of employees, Outside Directors and shareholders. All
of the Outside Directors and executive officers have received grants
and awards which have vesting schedules of 20 % per year beginning on
the first anniversary of the grant or award. In issuing these grants
and awards to executive officers, the Compensation/Benefits Committee
took into account the financial performance of the Company, the long
term strategic goals of Statewide to increase shareholder value and
the executive's level of responsibility and contributions to the
Company.

A summary of the compensation awarded to Victor M. Richel,
Chairman, President and Chief Executive Officer, and other executive
officers, is set forth in the Summary Compensation Table, and reflects
the facts and considerations as outlined above.

The Compensation/Benefits Committee

Walter G. Scott, Stephen R. Tilton,
Thomas V. Whelan and Maria F.
Ramirez

Stock Performance Graph. The following graph shows a quarterly
comparison of cumulative total shareholder return on the Company's
Common Stock, based upon the market price of the Common Stock, with
the S&P Small Cap 600 Index and the SNL Index for thrift institutions
with assets between $500 million and $1 billion for the period
beginning on September 29, 1995, the date the Company completed its
initial public offering, through December 31, 1996. The information
assumes that $100 was invested on September 29, 1995. The graph was
derived from a limited period of time and reflects the market's
reaction to the Company's initial public offering, and, as a result,
may not be indicative of possible future performance of the Company's
Common Stock.

Period Ending
-----------------------------------------------
Index 10/2/95 12/31/95 3/31/96 6/30/96 9/30/96 12/31/96
--------------------------------------------------------------------------
Statewide Financial Corp. 100.00 130.60 128.75 123.75 132.30 145.94
S&P Small Cap 600 Index 100.00 101.77 107.58 113.18 116.80 123.43
SNL Thrifts (500M to $1B)
Index 100.00 104.40 104.86 108.99 117.37 129.45

Annual Compensation and all Other Compensation

Summary Compensation Table. The following table shows, for the

years ended December 31, 1996, 1995 and 1994, the cash compensation
paid or accrued for those years, to the chief executive officer and to
each of the Company's four highest paid executive officers earning
over $100,000.

Annual Compensation Long-Term Compensation
------------------------------ ---------------------------------------
Awards Payouts
--------------------- ---------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name and Principal Bonus Compensation Award(s) Options/ Payouts Compensation
Position Year Salary ($) ($) ($)(1) ($)(2) SARs (#) ($)(3) ($)(4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
---------------------- ---- ---------- ----- ------ ------- --------- ------- ------------
Victor M. Richel 1996 $277,574 $138,500 $17,511 $615,227 $132,500 None $ 21,031
Chairman of the Board,
President and CEO of
the Company and 1995 189,348(5) 113,600 30,434 0 0 None 0
Chairman and CEO of
the Bank

Clifford J. Adams 1996 174,236(6) 0 12,224 267,630(6) 31,700(6)None 172,244(6)
President of the Bank
1995 167,420 49,800 8,758 0 0 None 0
1994 148,529 0 12,917 0 0 None 0

Bernard F. Lenihan 1996 144,602 34,650 19,990 267,630 31,700 None 21,031
Senior Vice President, 1995 91,060(5) 24,750 7,622 0 0 None 0
Treasurer and CFO

Augustine F. Jehle 1996 107,725 21,100 17,146 123,045 10,580 None 19,876
Vice President and 1995 100,907 20,400 6,874 0 0 None 0
Secretary of the Comp-
any and Senior Vice 1994 90,428 0 6,612 0 0 None 0
President of the Bank

Robert H. Hunt, Jr. 1996 127,645 30,950 15,732 153,807 31,700 None 20,483
Senior Vice President 1995 31,029(5) 0 391 0 0 None 0
of the Bank

</TABLE>

(1) Includes the imputed value of personal use of Company
automobiles, life insurance premiums and Company matching
contributions to its 401(k) Plan.

(2) Awards granted pursuant to the Statewide Financial Corp.
Recognition and Retention Plan for Executive Officers and
Employees (the "RRP") are subject to a five year vesting
schedule, with the first 20% vesting on July 15, 1997, the first
anniversary date of the effective date of the award, and are
subject to forfeiture during the vesting period. The value of the
awards made pursuant to the RRP was based upon a market value of
$11.163 on the date of grant. At December 31, 1996, Messrs.
Richel, Lenihan, Jehle and Hunt held an aggregate of 52,900,
23,012, 10,580 and 13,225 shares of Common Stock, respectively,
the number of shares originally granted, which had a market value
of $760,702, $330,913, $152,140, and $190,176, respectively.
Pursuant to the RRP, recipients of restricted stock awards are
entitled to receive dividends on the awards. All awards vest
immediately upon termination of employment due to death or
disability or, assuming shareholder approval of Proposal 4, upon
a change in control of the Company.

(3) For 1995 and 1994, the Company had no long-term incentive plans
in existence.

(4) Includes shares of Common Stock granted pursuant to the ESOP.
For 1996, Messrs Richel, Lenihan, Jehle and Hunt were allocated
1,462.5, 1,462.5, 1,382.2, and 1,424.4 shares of Common Stock,
respectively. Dollar amounts reflect market value ($14.38) as of
December 31, 1996.

(5) Mr. Richel became Chairman, President and Chief Executive Officer
of the Company on January 23, 1995, Mr. Lenihan became Senior
Vice President, Treasurer and Chief Financial Officer of the
Company on April 24, 1995, and Mr. Hunt became Chief Lending
Officer of the Bank on September 25, 1995.

(6) Mr. Adams resigned as President and Chief Operating Officer of
the Bank effective December 4, 1996. Upon his resignation, Mr.
Adams forfeited his restricted stock and stock option awards. In
connection with Mr. Adam's resignation, the Company has agreed to
pay Mr. Adams the sum of $172,244. This amount consists of
payment of Mr. Adams' salary for eight months following his
resignation, agreed upon benefits and a lump sum payment of
$32,600 payable in December, 1997, provided Mr. Adams complies
with the terms of that certain Severance Agreement between Mr.
Adams and the Company.

Employment Agreements. The Bank and the Company have entered
into an employment agreement (the "Employment Agreement") with Mr.
Richel. The employment agreement is intended to ensure that the Bank
and the Company will be able to maintain a stable and competent
management base. The continued success of the Bank and the Company
depends, to a significant degree, on the skills and competence of Mr.
Richel.

The Employment Agreement provides for a three-year term, and
further provides that it will automatically be renewed on each
anniversary date unless, ninety days prior to such anniversary date,
either party provides written notice of its intention not to renew.
The Employment Agreement provides that Mr. Richel will receive an
annual base salary of $227,200 for 1995, and that his base salary will
be reviewed annually by the Board of Directors. In addition, the
Employment Agreement provides that upon the attainment by the Bank and
the Company of certain performance criteria, Mr. Richel is to receive
a bonus in an amount up to 50% of his base salary, as determined by
the Board of Directors. The Employment Agreement permits the Bank or
the Company to terminate Mr. Richel's employment for cause at any
time. The Employment Agreement defines cause to mean personal
dishonesty, incompetence, wilful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated
duties, wilful violation of any law, rule or regulation (other than
traffic violations or similar offenses) final cease and desist order,
or material breach of any provision of the Employment Agreement. In
the event Mr. Richel is terminated for any reason other than cause, or
in the event Mr. Richel resigns his employment from the Bank and the
Company because (i) he is reassigned to a position of lesser rank or
status than Chairman of the Board and Chief Executive Officer; (ii)
his place of employment is relocated by more than thirty miles from
its location as of the date of the Employment Agreement; (iii) his
compensation or other benefits are reduced; or (iv) the Company
provides Mr. Richel with notice that it will not renew the Employment
Agreement, Mr. Richel or, in the event of death, his beneficiary will
be entitled to severance pay in an amount equal to the remaining
salary payments under the Employment Agreement. In calculating the
remaining term of the Employment Agreement, the Employment Agreement
provides that Mr. Richel's termination shall be deemed to have
occurred on the anniversary date preceding the notice of termination.
Mr. Richel's Employment Agreement further provides that upon the
occurrence of a change in control, as defined in the Employment
Agreement, in the event Mr. Richel is terminated for reasons other
than cause or in the event Mr. Richel, within eighteen months of the
change in control resigns his employment for the reasons discussed
above, he shall be entitled to receive his then current base salary
and prior year's bonus for the remaining term of the Employment
Agreement. The Employment Agreement also prohibits Mr. Richel from
competing with the Bank for a period of one year following the
termination of his employment.

In the event of a change in control based upon the 1996 salary
and bonus, Mr. Richel would have received approximately $1,216,500 in
severance payments in addition to other cash and non-cash benefits
provided for under the Employment Agreement.

On January 8, 1997, Mr. Michael J. Griffin was hired to serve as
President and Chief Operating Officer of the Bank. In connection with
his employment, the Company entered into an Employment Agreement with
Mr. Griffin. Pursuant to the Employment Agreement, Mr. Griffin is to
be employed for a term of two years. He is to receive an annual base
salary of $155,000. In addition, depending upon the Bank's
performance, Mr. Griffin is entitled to receive a bonus in an amount
of up to 30% of his base salary. The Bank is to also establish a
Supplemental Retirement Plan for Mr. Griffin. The Employment
Agreement permits the Bank to terminate Mr. Griffin's employment for
cause. Cause is defined under Mr. Griffin's Employment Agreement in
the same manner as it is defined under Mr. Richel's Employment
Agreement. In the event Mr. Griffin is terminated for reasons other
than cause, or in the event Mr. Griffin resigns because he is
reassigned to a position of lesser rank or status than Chief Operating
Officer, his principal place of employment is moved by more than 30
miles from its current place, or his compensation or other benefits
are reduced (unless such reduction is part of an overall salary
reduction program applicable to three or more executive employees of
the Bank), Mr. Griffin will be entitled to receive his then current
base salary through the remaining term of the Agreement. In addition,
the Bank will continue to maintain Mr. Griffin's insurance and other
benefits in effect through the end of the term of the Agreement. Mr.
Griffin's Employment Agreement further provides that upon the
occurrence of a change in control, as defined in the Employment
Agreement, if Mr. Griffin is terminated for reasons other than cause
or in the event Mr. Griffin, within 18 months of the change in
control, resigns his employment for the reasons set forth above, he
shall be entitled to receive a lump sum payment equal to two times his
then current base salary. The Employment Agreement also prohibits Mr.
Griffin from competing with the Bank for a period of six months
following termination of his employment for any reason other than
after a change in control.

In the event of a change in control, based upon Mr. Griffin's
contractually required 1997 salary, Mr. Griffin would receive $310,000
as severance, in addition to other cash and non-cash benefits provided
for under his Employment Agreement.

Change in Control Agreements. The Company and the Bank have
entered into Change in Control Agreements ("CIC Agreements") with
Messrs. Hunt, Lenihan and Jehle. The CIC Agreements provide for an
initial two year term, and are renewable by the Board of Directors for
additional periods. The CIC Agreements provide that in the event
voluntary or involuntary termination follows a change in control of
the Bank or the Company the officer, or in the event of death, his or
her beneficiary, will be entitled to receive a severance payment equal
to two times the officer's average annual compensation for the two
years preceding termination. The CIC Agreements define a change in
control generally to mean (i) a plan of reorganization, merger or sale
of substantially all of the assets of the Bank or the Company in which
the Bank or the Company is not the resulting entity; (ii) changes to
the Board of Directors of the Bank or the Company whereby individuals
who constitute the current Board of Directors cease to constitute a
majority of the Board of Directors, subject to certain exceptions;
(iii) a change in control as defined by HOLA and the rules and
regulations of the Office of Thrift Supervision ("OTS") in effect as
of the date of the CIC agreements; (iv) the acquisition by any person,
directly or indirectly, of securities of the Company representing 25%
or more of the Company's outstanding securities ordinarily having the
right to vote for the election of directors; (v) a proxy statement
soliciting proxies from shareholders of the Company is distributed by
someone other than current management of the Company, seeking
shareholder approval of a plan of reorganization, merger or
consolidation of the Company or similar transaction with one or more
corporations as a result of which the outstanding shares of the class
of securities subject to the plan or transaction are exchanged or
converted into cash or property or securities not issued by the
Company; or (vi) a tender offer is made for 25% or more of the voting
securities of the Company and shareholders owning beneficially or of
record 25% or more of the outstanding securities of the Company have
tendered or offered to sell their shares pursuant to such tender offer
and such tendered shares have been accepted by the tender offeror.
Payments and benefits under the CIC Agreements together with payments
under any other benefit plans may constitute an excess parachute
payment under Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), resulting in the imposition of an excise tax on
the recipient and denial of the deduction for such excess amounts to
the Company and the Bank.

Supplemental Executive Retirement Plans. The Bank maintains a
non-qualified supplemental executive retirement plan (the "SERP") for
Mr. Richel. If Mr. Richel dies while employed by the Bank but before
his normal retirement date, his designated beneficiary will receive
payment in twenty equal annual installments. The SERP is considered
an unfunded plan for tax and ERISA purposes. All obligations arising
under the SERP are payable from the general assets of the Bank,
however, the Bank has purchased life insurance policies on the life of
Mr. Richel to provide the assets to meet its obligations under the
SERP.

The following table indicates the expected aggregate annual
retirement benefit payable from the SERP to Mr. Richel.

High 5-year Years of Benefit Service at Retirement
Average 25 30 35
Earnings (1)
$60,000 $ 30,000 $ 36,000 $ 42,000
$80,000 $ 40,000 $ 48,000 $ 56,000
$100,000 $ 50,000 $ 60,000 $ 70,000
$150,000 $ 75,000 $ 90,000 $105,000
$200,000 $100,000 $120,000 $140,000
$250,000 $125,000 $150,000 $175,000
$300,000 $150,000 $180,000 $210,000
$350,000 $175,000 $210,000 $245,000
$400,000 $200,000 $240,000 $280,000
$450,000 $225,000 $270,000 $315,000
$500,000 $250,000 $300,000 $350,000

(1) Mr. Richel has 23 years of credited service under the SERP.

The Bank maintains a separate SERP for certain executive officers
other than Mr. Richel. Messrs. Hunt, Jehle and Lenihan currently
participate in this SERP. In addition, pursuant to his Employment
Agreement, Mr. Griffin will participate in this SERP. A participant's
benefit under the SERP is a percentage of the participant's final
average compensation. Under the SERP, the final average compensation
is determined by taking the average of the participant's highest three
years of total compensation out of their last five years of total
compensation. The SERP is designed so that each participant will
receive a benefit equal to 45 percent of their final average
compensation at age 55. If the participant continues their employment
with the Bank until age 65, such participant's benefit will
proportionately increase until it equals 60 percent of their final
average compensation. Participants may receive a benefit upon
retiring at age 55 or thereafter. Annual payments will be made for
the life of the Plan participant, and upon the participant's death,
for the remaining life of the participant's spouse. If both the
participant and their spouse died prior to receiving 20 annual
payments under the SERP, the lump sum present value of 20 annual
payments less the annual payments already received will be paid to the
participants or their spouse's estate.

Incentive Stock Option Plan. The Company maintains the Statewide
Financial Corp. 1996 Incentive Stock Option Plan (the "Incentive
Option Plan") which provides discretionary awards to officers and key
employees as determined by the Stock Option Subcommittee of the
Compensation/Benefits Committee of the Board of Directors, which
members consist of disinterested directors who administer the
Incentive Option Plan. The following table lists all grants of
options under the Incentive Option Plan to the named executive
officers for 1996 and contains certain information about potential
value of those options based upon certain assumptions as to the
appreciation of the Company's Common Stock over the life of the
option.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS

Number of Present
Securities % of Total Value of
Underlying Option/SARs Exercise Option on
Options/SARs Granted to or Base Date of
Granted Employees in Price Expiration Grant
Name (#)(1) Fiscal Year ($/SH) Date ($)(2)
----- ---- ------ ---- ----------
<S> <C> <C> <C> <C> <C>
Victor M. Richel 132,500 51.8% $12.19 6/12/06 $398,825
Clifford J. Adams(3) 31,700 12.4 12.19 6/12/06 95,417
Bernard F. Lenihan 31,700 12.4 12.19 6/12/06 95,417
Augustine F. Jehle 10,580 4.1 12.19 6/12/06 31,846
Robert H. Hunt, Jr. 31,700 12.4 12.19 6/12/06 95,417
</TABLE>

(1) Options granted to Messrs. Richel, Adams, Lenihan, Jehle and Hunt
pursuant to the Incentive Option Plan become exercisable in five
equal annual installments commencing on June 12, 1997, the first
anniversary date of the grant. To the extent not already
exercisable, the options become exercisable upon death,
disability or, assuming shareholder approval of Proposal 2, upon
a change in control of the Company.

(2) The present value of option grants has been estimated using the
Black-Scholes option pricing model and the following assumptions:
dividend yield of 3.28%, expected volatility of 25.0% and a risk-
free interest rate of 6.81%.

(3) Mr. Adams resigned as President and Chief Operating Officer of
the Bank as of December 4, 1996. None of the options granted to
Mr. Adams had vested prior to his resignation, and so all such
options were forfeited.

The following table provides certain information with respect to
the number of shares of Common Stock represented by outstanding
options held by the named executive officers as of December 31, 1996.
Also reported are the value of "in-the-money" options which represent
the positive spread between the exercise price of any such existing
stock options and the year-end price of the Common Stock. No options
were exercisable by the named executive officers in 1996.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FY-END OPTION/SAR VALUES

Value of
Unexercised
Number of In-the-Money
Securities Options/SARs at
Underlying FY-End ($)
Shares Unexercised (based on $14.38
Acquired Options/SARs per share)
on Value at FY-End (#)(E)Exercisable/
Exercise Realized Exercisable/ (U)Unexercisable
Name (#) ($) Unexercisable (2)
-------- -------- -----------------------------

Victor M. Richel 0 0 0/132,500 $290,175(U)
Clifford J. Adams 0 0 (1) (1)
Bernard F. Lenihan 0 0 0/31,700 69,423(U)
Augustine F. Jehle 0 0 0/10,580 23,170(U)
Robert H. Hunt, Jr. 0 0 0/31,700 69,423(U)

Mr. Adams resigned as President and Chief Operating Officer of the
Bank as of December 4, 1996. None of the options granted to Mr. Adams
had vested prior to his resignation, and so all such options were
forfeited.

(2) Market value of the underlying securities at year end ($14.38)
minus the exercise price ($12.19) per share. Options vest at an
annual rate of 20% of the original amount granted beginning on
June 12, 1997.

Transactions With Certain Related Persons

The Bank has had, and is likely in the future to have, banking
transactions in the ordinary course of its business with the Company's
and the Bank's directors, executive officers and their affiliates
(each a "related party" and collectively, the "related parties").
Past transactions were, and future transactions will be, on the same
terms and conditions as are prevailing at the time such transactions
occur for comparable transactions with unrelated borrowers and are not
believed to involve more than the normal risk of repayment.

SUMMARY AND BACKGROUND OF
PROPOSALS 2, 3, 4 AND 5

At the Company's 1996 Annual Meeting of Shareholders,
shareholders approved the 1996 Incentive Stock Option Plan (the
"Incentive Option Plan"), the 1996 Stock Option Plan for Outside
Directors (the "Directors' Options Plan"), the Recognition and
Retention Plan for Executive Officers and Employees (the "RRP") and
the Recognition and Retention Plan for Outside Directors (the
"Directors' RRP"). Each of the Plans provides for a vesting period of
five years, with 20% of any option or share grant awarded vesting on
the first anniversary of the date of grant and 20% vesting upon each
anniversary date thereafter. Under regulations of the Office of

Thrift Supervision ("OTS") applicable to the Plans at the time they
were adopted, vesting may only be accelerated in the event of a Plan
participant's death or disability. The Board of Directors of the
Company has adopted amendments to each of the Plans to provide for
accelerated vesting of the Plans in the event of a change in control
of the Company, and believes that the adoption of these amendments to
the Plans are in the best interests of the Company and its
shareholders. Although the Plans permit the Board of Directors to
adopt amendments to each of the Plans, under policies of the OTS any
amendments which accelerate vesting upon a change in control of the
Company must be approved by the shareholders of the Company.
Therefore, the amendments to each of the Plans are being presented to
the shareholders of the Company for approval at this Annual Meeting.
The amendments to the Plans could make it more expensive for a company
or person to acquire control of the Company and could deter offers to
stockholders which might be viewed by such stockholders to be in their
best interests.

PROPOSAL 2. AMENDMENT OF THE STATEWIDE FINANCIAL CORP.
1996 INCENTIVE STOCK OPTION PLAN

As discussed above under "Summary and Background of Proposals 2,
3, 4 and 5", the Board of Directors of the Company has adopted
amendments to the Incentive Option Plan. The amended and restated
Incentive Plan is attached as Exhibit A with the amendments marked.
The following is a summary of the material features of the Incentive
Option Plan which is qualified in its entirety by reference to the
complete provisions of the attached amended and restated Incentive
Option Plan.

The Incentive Option Plan authorizes the granting of stock
options for the purchase of up to 370,300 shares of Common Stock. The
Incentive Option Plan is administered by the Stock Option Subcommittee
of the Compensation/Benefits Committee of the Board (the "Committee"),
the members of which are all Outside Directors. In 1996, the
Committee awarded options to purchase 253,800 shares of Common Stock
to current officers and employees of the Company and the Bank. All of
such options are subject to a five-year vesting schedule with 20% of
the options vesting and becoming exercisable on the first anniversary
of their grant and 20% vesting each anniversary date thereafter.

All key employees of the Company and its affiliates are eligible
to participate in the Incentive Option Plan. The Committee, in its
absolute discretion, may select employees from those eligible to
receive options.

The Incentive Option Plan authorizes the grant of (i) options to
purchase the Company's Common Stock intended to qualify as incentive
stock options under Section 422 of the Code, referred to as "incentive
stock options" and (ii) options that do not so qualify referred to as
"non-statutory options."

The exercise price of all Options granted under the Incentive
Option Plan must be 100% of the fair market value of the underlying
Common Stock at the time of grant.

majority of the shares of Common Stock represented in person or by
proxy and entitled to vote at the Annual Meeting is required for
ratification. In the event that shareholders ratification is not
received, the Incentive Option Plan will remain in effect, but without
the above described amendments.

Unless marked to the contrary, the shares represented by the
enclosed proxy card, if executed and returned, will be voted "FOR" the
amendment of the Statewide Financial Corp. 1996 Incentive Stock Option
Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT
OF THE STATEWIDE FINANCIAL CORP. 1996 INCENTIVE STOCK OPTION PLAN.

PROPOSAL 3. AMENDMENT OF THE STATEWIDE FINANCIAL CORP.
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

As discussed above under "Summary and Background of Proposals 2,
3, 4 and 5", the Board of Directors of the Company has adopted
amendments to the Directors' Option Plan. The amended and restated
Directors' Option Plan is attached as Exhibit B with the amendments
marked. The following is a summary of the material features of the
Directors' Option Plan which is qualified in its entirety by reference
to the complete provisions of the attached amended and restated
Directors' Option Plan.

The Directors' Option Plan authorizes the granting of non-
statutory options for a total of 158,700 shares of Common Stock to
certain members of the Board of Directors of the Company and the Bank.
Directors who are not also serving as employees of the Company or any
of its affiliates and who are serving in such capacity on the
effective date of the Directors' Option Plan are eligible to
participate in the Directors' Option Plan. Each member of the Board
of Directors who is not an officer of the Bank or the Company
automatically received options to purchase 26,450 shares of Common
Stock, at an exercise price of $12.19, or 100% of the fair market
value of the Common Stock of the Company on the date of the grant,
which was June 12, 1996. On January 7, 1997, Mr. Sharkey Sr. was
appointed to the Board of Directors and received options to purchase
26,450 shares of Common Stock at an exercise price of $14.35, or 100%
of the fair market value of the Common Stock on the date of grant.

To the extent options for shares are available for grants under
the Directors' Option Plan, each Outside Director of the Company who
is first elected as a director subsequent to the effective date of the
Directors' Option Plan ("Subsequent Outside Director") will be granted
options to purchase 26,450 shares of Common Stock. If options for
sufficient shares are not available to fulfill the grant of options to
a Subsequent Outside Director, and thereafter options become available
under the Directors' Option Plan, such Subsequent Outside Director
shall receive options to purchase an amount of shares of Common Stock
determined by dividing equally among all Subsequent Outside Directors,
options for the number of shares available. The exercise price per
share of each option will be the fair market value of the shares of
Common Stock on the date the option is granted. All options granted
under the Directors' Option Plan expire upon the earlier of 10 years
following the date of grant or one year following the date the
optionee ceases to be a director for any reason other than removal for
cause, in which case all outstanding options are immediately
terminated.

The purpose of requesting shareholder ratification of these
amendments is to comply with certain OTS policies concerning stock
benefit plans adopted within one year of an institution's conversion
from mutual to stock form. The affirmative vote of the holders of a
majority of the shares of Common Stock represented in person or by
proxy and entitled to vote at the Annual Meeting is required for
ratification. In the event that shareholders ratification is not
received, the Directors' Option Plan will remain in effect, but
without the above described amendments.

Unless marked to the contrary, the shares represented by the
enclosed proxy card, if executed and returned will be voted "FOR" the
amendment of the Statewide Financial Corp. 1996 Stock Option Plan for
Outside Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT
OF THE STATEWIDE FINANCIAL CORP. 1996 STOCK OPTION PLAN FOR OUTSIDE
DIRECTORS.

PROPOSAL 4. AMENDMENT OF THE STATEWIDE FINANCIAL CORP.
RECOGNITION AND RETENTION PLAN FOR EXECUTIVE OFFICERS AND EMPLOYEES

As discussed above under "Summary and Background of Proposals 2,
3, 4 and 5", the Board of Directors of the Company has adopted
amendments to the RRP. The amended and restated Statewide Financial
Corp. Recognition and Retention Plan for Executive Officers and
Employees is attached as Exhibit C with the amendments marked. The
following is a summary of the material features of the RRP which is
qualified in its entirety by reference to the complete provisions of
the attached amended and restated Statewide Financial Corp.
Recognition and Retention Plan for Executive Officers and Employees.

The RRP is a non-qualified plan under ERISA. The RRP permits the
granting of restricted stock awards to eligible officers of the
Company and its affiliates.

The RRP authorizes the granting of plan share awards ("Plan Share
Awards") for up to 148,120 shares of Common Stock, subject to
adjustment in the event of certain capital changes. The RRP is
administered by the Committee, which consists only of Outside
Directors of the Company. The Committee has the authority to
determine the officers to whom Plan Share Awards will be granted, the
amount of such awards, to establish terms and conditions for such
awards and to establish such rules and regulations as it deems
necessary for the proper administration of the Plan.

Plan Share Awards are nontransferable and nonassignable. During
the vesting period for awards, recipients of Plan Share Awards are
entitled to vote the shares subject to such awards, whether or not
vested, and receive any dividends paid on such shares. Shares subject
to unvested Plan Share Awards may not be transferred.

The RRP complies with the regulations of the OTS. The OTS has
not endorsed or approved the RRP.

The purpose of requesting shareholder ratification of these
amendments is to comply with certain OTS policies concerning stock
benefit plans adopted within one year of an institution's conversion
from mutual to stock form. The affirmative vote of the holders of a
majority of the shares of Common Stock represented in person or by
proxy and entitled to vote at the Annual Meeting is required for
ratification. In the event that shareholders ratification is not
received, the RRP will remain in effect, but without the above
described amendments.

Unless marked to the contrary, the shares represented by the
enclosed proxy card, if executed and returned, will be voted "FOR" the
amendment of the Statewide Financial Corp. Recognition and Retention
Plan for Executive Officers and Employees.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT
OF THE STATEWIDE FINANCIAL CORP. RECOGNITION AND RETENTION PLAN FOR
EXECUTIVE OFFICERS.

PROPOSAL 5. AMENDMENT OF THE STATEWIDE FINANCIAL CORP.
RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS

As discussed above under "Summary and Background of Proposals 2,
3, 4 and 5", the Board of Directors of the Company has adopted
amendments to the Directors' RRP. The amended and restated Statewide
Financial Corp. Recognition and Retention Plan for Outside Directors
is attached as Exhibit D with the amendments marked. The following is
a summary of the material features of the Directors' RRP which is
qualified in its entirety by reference to the complete provisions of
the attached amended and restated Statewide Financial Corp.
Recognition and Retention Plan for Outside Directors.

The Directors' RRP authorizes the granting of Plan Share Awards
for a total of 63,480 shares of Common Stock to certain members of the
Board of Directors of the Company and the Bank, subject to adjustment
in the event of capital changes. Directors who are not also serving
as employees of the Company or any of its affiliates and who are
serving in such capacity on the effective date of the Directors' RRP,
which was July 29, 1996, are eligible to participate in the Directors'
RRP. Each member of the Board of Directors who was not an officer of
the Bank or the Company received a Plan Share Award of 10,580 shares
of Common Stock on the effective date.

To the extent shares are available for grants under the Directors
RRP, each Outside Director of the Company who is elected as a director
subsequent to the effective date of the Directors RRP ("Subsequent
Outside Director") will be granted an award equal to 10,580 shares of
Common Stock.

If sufficient shares are not available to fulfill the grant of
awards to a Subsequent Outside Director, and thereafter shares become
available through forfeiture, such Subsequent Outside Director shall
receive an amount of shares of Common Stock determined by dividing
equally among all Subsequent Outside Directors, the number of shares
available in the Plan.

Plan Share Awards are nontransferable and nonassignable. During
the vesting period of any Plan Share Award, a recipient is entitled to
vote the shares subject to such Plan Share Award and receive any
dividends paid on such shares. Shares subject to unvested Plan Share
Awards may not be transferred.

The purpose of requesting shareholder ratification of these
amendments is to comply with certain OTS policies concerning stock
benefit plans adopted within one year of an institution's conversion
from mutual to stock form. The affirmative vote of the holders of a
majority of the shares of Common Stock represented in person or by
proxy and entitled to vote at the Annual Meeting is required for
ratification. In the event that shareholders ratification is not
received, the Directors' RRP will remain in effect, but without the
above described amendments.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT
OF THE STATEWIDE FINANCIAL CORP. RECOGNITION AND RETENTION PLAN FOR
OUTSIDE DIRECTORS.

INDEPENDENT AUDITORS

The Company's independent auditors for the fiscal year ended
December 31, 1996 were KPMG Peat Marwick LLP and the Company's Board
of Directors has appointed KPMG Peat Marwick LLP to continue as
independent auditors for the Bank and the Company for the year ending
December 31, 1997.

Representatives of KPMG Peat Marwick LLP will be present at the
Annual Meeting. They will be given an opportunity to make a statement
if they desire to do so and will be available to respond to
appropriate questions from shareholders present at the Annual Meeting.

COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act requires the Company's officers
and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports
of ownership and changes in ownership with the SEC. Officers,
directors and greater than ten percent shareholders are required by
regulation of the SEC to furnish the Company with copies of all
Section 16(a) forms they file.

Based solely on its review of the copies of such forms received
by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that,
during the year ended December 31, 1996, all filing requirements
applicable to its officers, directors and greater than ten percent
beneficial owners were met.

ADDITIONAL INFORMATION

Shareholder Proposals

To be considered for inclusion in the company's proxy statement

and form of proxy relating to the 1998 Annual Meeting of Shareholders,
a shareholder proposal must be received by the Secretary of the
Company at the address set forth on the first page of this Proxy
Statement not later than December 7, 1997.

Advance Notice of Shareholder Nominations to the Board of Directors

The Bylaws of the Company provide an advance notice procedure for
a shareholder to properly submit nominations to the Board of
Directors. The shareholder must given written advance notice to the
Secretary of the Company not less than fifty (50) days nor more than
seventy-five (75) days prior to the date of the shareholder meeting,
irrespective of any deferrals, postponements or adjournments thereof
to a later date; provided, however, that in the event that less than
sixty (60) days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to
be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made,
whichever first occurs. The advance notice to the Secretary of the
Company must include certain information regarding the shareholder and
the nominee or nominees. Nothing in this paragraph shall be deemed to
require the Company to include in its proxy statement or the proxy
relating to a shareholder meeting any shareholder nominations to the
Board of Directors which do not meet all of the requirements set forth
in the Bylaws of the Company or do not meet all of the requirements
established by the SEC for inclusion in effect at the time such
nominations are received.
EXHIBIT A

STATEWIDE FINANCIAL CORP.
AMENDED AND RESTATED 1996 INCENTIVE STOCK OPTION PLAN

1. Purpose

The purpose of the Statewide Financial Corp. (the "Company")
Amended and Restated 1996 Incentive Stock Option Plan (the "Plan") is
to advance the interests of the Company and its shareholders by
providing those key employees of the Company and its Affiliates,
including Statewide Savings Bank, S.L.A. (the "Association"), upon
whose judgment, initiative and efforts the successful conduct of the
business of the Company and its affiliates largely depends, with
additional incentive to perform in a superior manner. A purpose of
the Plan is also to attract people of experience and ability to the
service of the Company and its Affiliates.

2. Definitions

(a) "Affiliate" means (i) a member of a controlled group of
corporations of which the Company is a member, and (ii) an
unincorporated trade or business which is under common control with
the Company as determined in accordance with Section 414(c) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations issued thereunder. For purposes hereof, a "controlled
group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to
Section 1563(a)(4) and (e)(3)(C).

(b) "Award" means a grant of Non-statutory Stock Options or
Incentive Stock Options under the provisions of this Plan.

(d) "Change in Control" means:

(1) a reorganization, merger, consolidation or sale of all or
substantially all of the assets of the Company, or a similar
transaction in which the Company is not the resulting entity; or

(2) individuals who constitute the Incumbent Board (as defined
below) of the Company cease for any reason to constitute a majority
thereof; or

(3) the occurrence of a change in control within the meaning of
12 C.F.R. Section 574.4; or

(4) an event of a nature that would be required to be reported
in response to Item I of the Current Report on Form 8-K, as in effect
on the date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or results in a
change in control of the Company within the meaning of the Home
Owners' Loan Act of 1933 and the Rules and Regulations promulgated by
the Office of Thrift Supervision or its predecessor agency, as in
effect on the date hereof; or

(5) without limitation, a change in control shall be deemed to
have occurred at such time as (i) any "person" (as the term is used in
Section 13(d) and 14(d) of the Exchange Act) other than the Company
and excluding the trustee of any Employee benefit plan sponsored by
the Company or the Bank or any such plan itself, is or becomes a
"beneficial owner" (as defined in Rule 13-d under the Exchange Act)
directly or indirectly, of securities of the Company representing 25%
or more of the Company's outstanding securities ordinarily having the
right to vote at the election of directors; or

(6) a proxy statement soliciting proxies from stockholders of
the Company is disseminated by someone other than the current
management of the Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Company or similar
transaction with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to the plan
or transaction are exchanged or converted into cash or property or
securities not issued by the Company; or

(7) a tender offer is made for 25% or more of the voting
securities of the Company and the shareholders owning beneficially or
of record 25% or more of the outstanding securities of the Company
have tendered or offered to sell their shares pursuant to such tender
offer and such tendered shares have been accepted by the tender
offeror.

For these purposes, "Incumbent Board" means the Board of
Directors on the effective date of this Plan, provided that any person
becoming a director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board, or whose nomination for election by
stockholders was approved by the same nominating committee serving
under an Incumbent Board, shall be considered as though he were a
member of the Incumbent Board.

(e) "Committee" means a committee consisting of those members of
the Compensation/Benefits Committee of the Company who are non-
employee members of the Board of Directors, all of whom are
"disinterested persons" as such term is defined" under Rule 16b-3 of
the Exchange Act, as promulgated by the Securities and Exchange
Commission.

(f) "Common Stock" means the Common Stock of the Company, no par
value per share.

(g) "Date of Grant" means the date an Award granted by the
Committee is effective pursuant to the terms hereof.

(h) "Disability" means the permanent and total inability by
reason of mental or physical infirmity, or both, of an employee to
perform the work customarily assigned to him. Additionally, a medical
doctor selected or approved by the Board of Directors must advise the
Committee that it is either not possible to determine when such
Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said
participant's lifetime.

(i) "Fair Market Value" means, with respect to shares of Common
Stock, the fair market value as determined by the Committee in good
faith and in a manner established by the Committee from time to time;
provided, however, that if the shares of Common Stock are last sale
reported over the counter securities, then the "fair market value" of
such shares on any date shall be the average closing price for such
securities for the five (5) trading days immediately preceding the
date in question, as reported on the NASDAQ system.

(j) "Incentive Stock Option" means an Option granted by the
Committee to a Participant, which Option is designated by the
Committee as an Incentive Stock Option pursuant to Section 8 and is
intended to qualify as an Incentive Stock Option Plan under Section
422 of the Code.

(k) "Non-statutory Stock Option" means an Option granted by the
Committee to a Participant pursuant to Section 7, which is not
designated by the Committee as an Incentive Stock Option or which is
redesignated by the Committee under Section 8.1(6) as a Non-statutory
Stock Option.

(l) "Option" means Award granted under Section 7 or 8.

(m) "Participant" means an employee of the Company or its
affiliates chosen by the Committee to participate in the Plan.

(n) "Plan Year(s)" means a calendar year or years commencing on
or after January 1, 1996.

(o) "Retirement" means retirement at the normal or early
retirement date as set forth in any tax-qualified or non-tax qualified
retirement plan of the Company or as determined under any retirement
policy of the Company.

(p) "Section 16" means Section 16 of the Exchange Act, as
amended, and the rules and regulations thereunder.

(q) "Termination for Cause" means termination because of

Participant's intentional failure to perform stated duties, personal
dishonesty, willful violation of any law, rule regulation (other than
traffic violations or similar offenses) or final cease and desist
order.

3. Administration

The Plan shall be administered by the Committee. The Committee
is authorized, subject to the provisions of the Plan, to select
participants, to determine the amount of Awards, to establish the
terms and conditions of such Awards, to establish such rules and
regulations as it deems necessary for the proper administration of the
Plan, subject to Subsection 8, to impose a vesting schedule and to
make whatever determinations and interpretations in connection with
the Plan it sees as necessary or advisable. All determinations and
interpretations made by the Committee shall be binding and conclusive
on all Participants in the plan and on their legal representatives and
beneficiaries.

4. Types of Awards

Awards under the Plan may be granted in any one or a combination
of Non-statutory Stock Options and/or Incentive Stock Options.

5. Stock Subject to the Plan

Subject to adjustment as provided in Section 14, the maximum
number of shares reserved hereby for purchase pursuant to the exercise
of options granted under the Plan shall not exceed 370,300 shares of
Common Stock of the Company. These shares of Common Stock may be
either authorized but unissued shares or shares previously issued and
reacquired by the Company. To the extent that options granted under
the Plan terminate, expire or are canceled without having been
exercised, new awards may be made with respect to these shares.

6. Eligibility

Officers and other employees of the Company or its affiliates
shall be eligible to receive Awards and Directors who are not
employees or officers of the Company or its affiliates shall not be
eligible to receive Awards under the Plan.

7. Non-Statutory Stock Options

7.1 Grant of Non-statutory Stock Options.

The Committee may, from time to time, grant Non-statutory Stock
Options to eligible employees and upon such terms and conditions as
the Committee may determine, and may grant Non-statutory Stock Options
in exchange for and upon surrender of previously granted Awards under
this Plan. Non-statutory Stock Options granted under this Plan are
subject to the following terms and conditions:

(a) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Non-statutory Stock Option shall
be determined by the Committee on the date the option is granted.
Such purchase price shall not be less than 100% of the Fair Market
Value of the Company's Common Stock on the Date of Grant. Shares may
be purchased only upon full payment of the purchase price. Payment of
the purchase price may be made, in whole or in part, through the
surrender of shares of the Common Stock of the Company at the Fair
Market Value of such shares on the date of surrender.

(b) Terms of Options. The term during which each Non-statutory
Stock Option may be exercised shall be determined by the Committee,
but in no event shall a Non-statutory Stock Option be exercisable in
whole or in part more than 10 years from the Date of Grant.

(c) Termination of Employment. Except as provided in Section
7.1(d) hereof, unless otherwise determined by the Committee, upon the
termination of a Participant's service for any reason other than
Disability, death or Termination for Cause, the Participant's Non-
statutory Stock Options shall be exercisable only as to those shares
which were immediately exercisable by the participant at the date of
termination and only for a period of three months following
termination. Notwithstanding any provision set forth herein nor
contained in any Agreement relating to the award of an Option, in the
event of Termination for Cause, all rights under the Participant's
Non-statutory Stock Options shall expire upon termination. In the
event of death or termination of service as a result of Disability of
any Participant, all Non-statutory Stock Options held by the
Participant, whether or not exercisable at such time, shall be
exercisable by the Participant or his legal representatives or
beneficiaries of the Participant for one year or such longer period as
determined by the Committee following the date of the Participant's
death or termination of employment due to Disability, provided that in
no event shall the period extend beyond the expiration of the Non-
statutory Stock Option term.

(d) Exception for Retirement. Notwithstanding the general rule
contained in Section 7.1(c) above, all options which have become fully
vested under the terms of Section 9 hereof held by a Recipient whose
employment with the Company or an Affiliate terminates due to
Retirement may be exercised for the lesser of (i) the remaining term
of the option, or (ii) 12 months. Any Incentive Stock Option
exercised more than 3 months after a Participant's retirement will be
treated as a Non-statutory Stock Option.

8. Incentive Stock Options

8.1 Grant of Incentive Stock Options.

The Committee may, from time to time, grant Incentive Stock
Options to eligible employees. Incentive Stock Options granted
pursuant to the Plan shall be subject to the following terms and
conditions:

(a) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option shall be
not less than 100% of the Fair Market Value of the Company's Common
Stock on the Date of Grant. However, if a Participant owns stock
possessing more than 10% of the total combined voting power of all
classes of Common Stock of the Company, the purchase price per share
of Common Stock deliverable upon the exercise of each Incentive Stock
Option shall not be less than 110% of the Fair Market Value of the
Company's Common Stock on the Date of Grant. Shares may be purchased
only upon payment of the full purchase price. Payment of the purchase
price may be made, in whole or in part, through the surrender of
shares of the Common Stock of the Company at the Fair Market Value of
such shares on the date of surrender.

(b) Amounts of Options. Incentive Stock Options may be granted
to any eligible employee in such amounts as determined by the
Committee. In the case of an option intended to qualify as an
Incentive Stock Option, the aggregate Fair Market Value (determined as
of the time the option is granted) of the Common Stock with respect to
which Incentive Stock Options granted are exercisable for the first
time by the Participant during any calendar year shall not exceed
$100,000. The provisions of this Section 8.1(b) shall be construed
and applied in accordance with Section 422(d) of the Code and the
regulations, if any, promulgated thereunder. To the extent an award
is in excess of such limit, it shall be deemed a Non-statutory Stock
Option. The Committee shall have discretion to redesignate options
granted as Incentive Stock Options as Non-statutory options.

(c) Terms of Options. The term during which each Incentive
Stock Option may be exercised shall be determined by the Committee,
but in no event shall an Incentive Stock Option be exercisable in
whole or in part more than 10 years from the Date of Grant. If at the
time an Incentive Stock Option is granted to an employee, the employee
owns Common Stock representing more than 10% of the total combined
voting power of the Company (or, under Section 422(d) of the Code, is
deemed to own Common Stock representing more than 10% of the total
combined voting power of all such classes of Common Stock, by reason
of the ownership of such classes of Common Stock, directly or
indirectly, by or for any brother, sister, spouse, ancestor or lineal
descendent of such employee, or by or for any corporation,
partnership, estate or trust of which such employee is a shareholder,
partner or beneficiary), the Incentive Stock Option granted to such
employee shall not be exercisable after the expiration of five years
from the Date of Grant. No Incentive Stock Option granted under this
Plan is transferable except by will or the laws of descent and
distribution and is exercisable in his lifetime only by the
Participant to whom it is granted.

(d) Termination of Employment. Except as provided in Section
8.1(e) hereof, upon the termination of a Participant's service for any
reason other than Disability, death or Termination for Cause, the
Participant's Incentive Stock Options shall be exercisable by the
Participant at the date of termination and only for a period of three
months following termination. Notwithstanding any provisions set
forth herein nor contained in any Agreement relating to an award of an
Option, in the event of Termination for Cause all rights under the
Participant's Incentive Stock Options shall expire immediately upon
termination.

Unless otherwise determined by the Committee, in the event of
death or termination of service as a result of Disability of any
Participant, all Incentive Stock Options held by such Participant,
whether or not exercisable at such time, shall be exercisable by the
Participant or the participant's legal representatives or
beneficiaries of the Participant for one year following the date of
the participant's death or termination of employment as a result of
Disability. In no event shall the exercise period extend beyond the
expiration of the Incentive Stock Option term.

(e) Exception for Retirement. Notwithstanding the general rule
contained in Section 8.1(d) above, all options which have become fully
vested under the terms of Section 9 hereof held by a Participant whose
employment with the Company or an Affiliate terminates due to
Retirement may be exercised for the lesser of (i) the remaining term
of the option or (ii) 12 months. Any Incentive Stock Option exercised
more than 3 months after a Participant's Retirement will be treated as
a Non-statutory Stock Option.

(f) Compliance with Code. The options granted under this
Section 8 of the Plan are intended to qualify as incentive stock
options within the meaning of Section 422 of the Code, but the Company
makes no warranty as to the qualification of any option as an
incentive stock option within the meaning of Section 422 of the Code.

9. Vesting Requirements

Notwithstanding anything contained in Section 3 hereof, in
compliance with the regulations of the Office of Thrift Supervision,
all options granted hereunder, whether under Section 7 or Section 8,
shall be subject to the following minimum vesting schedule:

All options shall be subject to a five-year vesting schedule,
vesting twenty percent (20%) a year, with vesting commencing on the
first anniversary of the date of grant. By the fifth anniversary of
the date of grant, all options shall have vested; provided, however,
that in the event of a participant's disability or death, or in the
event of the occurrence of a Change in Control, all options then held
by such participant or his estate shall become immediately exercisable
for the terms set forth in Sections 7 and 8 hereof.

The Committee shall have the authority in its discretion, to
impose greater vesting requirements than those set forth above.

10. Surrender Option

In the event of a Participant's termination of employment as a
result of death, disability or Retirement, the Participant (or the
Participant's personal representative(s), heir(s), or devisee(s)) may,
in a form acceptable to the Committee, make application to surrender
all or part of options held by such Participant in exchange for a cash
payment from the Company of an amount equal to the difference between
the Fair Market Value of the Common Stock on the date of termination
of employment and the exercise price per share of the option on the
Date of Grant. Although it is anticipated that the Committee will not
unreasonably object to such an application, whether the Committee
accepts such application or determines to make payment, in whole or
part is within its absolute and sole discretion, it being expressly
understood that the Committee is under no obligation to any
Participant whatsoever to make such payments. In the event that the
Committee accepts such application and the Company determines to make
payment, such payment shall be in lieu of the exercise of the
underlying option and such option shall be canceled.

11. Rights of a Shareholder: Non-Transferability

No Participant shall have any rights as a shareholder with
respect to any shares covered by a Non-statutory and/or Incentive
Stock Option until the date of issuance of a stock certificate for
such shares. Nothing in this Plan or in any Award granted confers on
any person any right to continue in the employ of the Company or its
Affiliates or to continue to perform services for the Company or its
Affiliates or interferes in any way with the right of the Company or
its Affiliates to terminate a Participant's services as an officer or
other employee at any time.

No Award under the Plan shall be transferable by the Participant
other than by will or the laws of descent and distribution and may
only be exercised during his lifetime by the Participant or by a
guardian or legal representative.

12. Agreement with Grantees

Each Award of Options will be evidenced by a written agreement,
executed by the Participant and the Company which describes the
conditions for receiving the Awards including the date of Award, the
exercise price, applicable vesting and exercise periods, and any other
terms and conditions as may be required by the Board of Directors or
applicable securities law.

13. Dilution and Other Adjustments

a) In the event of any change in the outstanding shares of
Common Stock of the Company by reason of any stock dividend or split,
recapitalization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares without
receipt or payment of consideration by the Company, the Committee will
make such adjustments to previously granted Awards, to prevent
dilution or enlargement of the rights of the Participant, including
any or all of the following:

(a) adjustments in the aggregate number or kind of shares of
Common Stock which may be awarded under the Plan;

(b) adjustments in the aggregate number or kind of shares of
Common Stock covered by Awards already made under the Plan;
and/or

(c) adjustments in the purchase price of outstanding Incentive
and/or Non-statutory Stock Options, or any Limited Rights
attached to such options.

No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award.

b) In the event of a consolidation, reorganization, merger or
sale of all or substantially all of the assets of the Company in which
outstanding shares of Common Stock are exchanged for securities, cash
or other property of any other corporation or business entity or in
the event of a liquidation of the Company, the Committee and the Board
of Directors will take one or more of the following actions, as to
outstanding options: (i) provide that such options shall be assumed,
or equivalent options shall be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof), provided that any
such options substituted for Incentive Stock Options shall meet the
requirements of Section 424(a) of the Code, or (ii) in the event of a
merger under the terms of which holders of the Common Stock of the
Company will receive upon consummation thereof a cash payment for each
share surrendered in the merger (the "Merger Price"), make or provide
for a cash payment to the Participants equal to the difference between
(A) the Merger Price times the number of shares of Common Stock
subject to such outstanding Options (to the extent then exercisable at
prices not in excess of the Merger Price) and (B) the aggregate
exercise price of all such outstanding Options in exchange for the
termination of such Options.

14. Tax Withholding

The Participant shall pay to the Company, or make provision
satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of options under the Plan no later than
the date of the event creating the tax liability. In the Committee's
sole discretion, a Participant (other than a Participant subject to
Section 16, who shall be subject to the following sentence) may elect
to have such tax obligations paid, in whole or in part, in shares of
Common Stock, including shares retained from the option creating the
tax obligation. With respect to Participants subject to Section 16,
upon the issuance of shares of Common Stock in respect of an option,
such number of shares issuable shall be reduced by the number of
shares necessary to satisfy such Participant's federal, and where
applicable, state withholding tax obligations. For withholding tax
purposes, the value of the shares of Common Stock shall be the Fair
Market Value on the date the withholding obligation is incurred. The
Company may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to the
Participant.

15. Amendment of the Plan

The Committee may at any time, and from time to time, modify or
amend the Plan in any respect; provided that shareholder approval
shall be required for any such modification or amendment which:

(a) materially increases the maximum number of shares for which
options may be granted under the Plan (subject, however, to
the provisions of Section 13 hereof);

(b) reduces the exercise price at which Awards may be granted
(subject, however, to the provisions of Section 13 hereof);

(d) changes the persons eligible to participate in the Plan.

Failure to ratify or approve amendments or modifications to
subsections (a) through (d) of this Section by shareholders shall be
effective only as to the specific amendment or modification requiring
such ratification. Other provisions, sections, and subsections of
this Plan will remain in full force and effect.

No such termination, modification or amendment may affect the
rights of a Participant under an outstanding Award.

16. Approval and Effective Date of Plan

Pursuant to OTS regulations, if the Plan is to be implemented on
or before September 29, 1996, the Plan must be approved by a majority
of the shares eligible to be voted at a meeting of the Company's
stockholders and then submitted to the OTS for its review and
approval. This Plan will be effective as of the first day after its
approval by the Company's stockholders and the OTS, assuming it is so
approved. If the Plan receives the approval of less than a majority
of the shares eligible to be voted at such meeting, but receives the
approval of a majority of the shares actually voted at the meeting,
the Plan will be effective as of October 1, 1996.

17. Termination of the Plan

The right to grant Awards under the Plan will terminate ten (10)
years after the Effective Date of the Plan. The Board of Directors
has the right to suspend or terminate the Plan at any time, provided
that no such action will, without the consent of a Participant,
adversely affect his rights under a previously granted Award.

18. Applicable Law

The Plan will be administered in accordance with the laws of the
State of New Jersey.

19. Compliance with Section 16 of the Exchange Act

Transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provisions of the Plan or action by
the Committee fail to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee.

Notwithstanding any other provision of the Plan, in order to
qualify for the exemption provided by Rule 16b-3 of the Act, any
Common Stock acquired by a Participant subject to Section 16 of the
Act (a "Section 16 Participant") upon exercise of an Option the common
stock acquired may not be sold for six (6) months after the date of
grant of the Option.

EXHIBIT B

STATEWIDE FINANCIAL CORP.
AMENDED AND RESTATED
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

I. Purposes

The purposes of the Statewide Financial Corp. (the "Company")
Amended and Restated 1996 Stock Option Plan for Outside Directors of
the Company and its affiliates, including the outside directors of
Statewide Savings Bank, S.L.A. (the "Association") (the "Directors'
Option Plan" or the "Plan") are to promote the growth and
profitability of the Company and the Association by providing outside
directors of the Company and its affiliates with an incentive to
achieve long-term objectives of the Company and to attract and retain
non-employee directors of outstanding competence by providing such
outside directors with an opportunity to acquire an equity interest in
the Company.

II. Grant of Options

(a) Initial Grant. Each outside director (for purposes of this
Directors' Option Plan, the term "Outside Director" shall mean a
member of the Board of Directors of the Company (the "Board") or any
of its affiliates who is not also serving as a full-time employee of
the Company or any of its affiliates), who is serving in such capacity
on the date of the Company's initial public offering and at the
effective date of this Directors' Option Plan, is hereby granted non-
statutory stock options to purchase 26,450 shares of common stock of
the Company ("Common Stock").

The purchase price per share of the Common Stock deliverable upon
the exercise of each non-statutory stock option shall be the Fair
Market Value, as defined in Section II(d), of the Common Stock on the
date of grant. The effective date of these initial grants shall be
the effective date of the Directors' Option Plan as defined in Section
V hereof ("Effective Date").

(b) Grants to Subsequent Outside Directors. To the extent
options are available for grant under the Directors' Option Plan, each
outside director who is first appointed as a director of the Company
subsequent to the Effective Date (a "Subsequent Outside Director") is
hereby granted, as of the date on which such Subsequent Outside
Director is qualified and first begins to serve, non-statutory stock
options to purchase 26,450 shares of Common Stock, subject to
adjustment pursuant to Section IV, or to purchase such lesser number
of shares of Common Stock as remain in this Directors' Option Plan.

The purchase price per share of the Common Stock deliverable upon
exercise of such option shall equal the Fair Market value of the
Common Stock on the date of the grant of this option as determined
under paragraph (d) of this Section II.

If options for sufficient shares are not available under the
Directors' Option Plan to fulfill the grant under Section II(b)
hereof to any Subsequent Outside Director first elected subsequent to
the Effective Date, and thereafter options become available under the
Directors' Option Plan, such Subsequent Outside Director shall then
receive options to purchase an amount of shares of Common Stock
determined by dividing equally among each Subsequent Outside Director,
options for the number of shares then available under the Outside
Directors' Plan, not to exceed options for shares with the values set
forth in the preceding two paragraphs with respect to Subsequent
Outside Directors, subject to adjustment under Section IV as
appropriate. The date of grant shall be the date options for such
shares become available. The purchase price per share of the Common
Stock deliverable upon exercise of such options shall equal the Fair
Market Value of the Common Stock on the date the option is granted as
determined under the paragraph (d) of this Section II.

(c) Ineligibility. An option under the Directors' Option Plan
shall not be granted to any Outside Director who at any previous time
was an employee of either the Company or the Association and in such
capacity was eligible to receive any options to purchase Common Stock.

(d) Fair Market Value. "Fair Market Value" means, with respect
to shares of Common Stock, the fair market value as determined by the
Committee in good faith and in a manner established by the Committee
from time to time; provided, however, if the shares of Common Stock
are last sale reported over the counter securities, then the "fair
market value" of such shares on any date shall be the average closing
price for such securities for the five (5) trading days immediately
preceding the date in question, as reported on the NASDAQ system.

III. Terms and Conditions

(a) Option Agreement. Each option shall be evidenced by a
written option agreement between the Company and the recipient
specifying the numbers of shares of Common Stock that may be acquired
through its exercise and containing such other terms and conditions
which are not inconsistent with the terms of this grant.

(b) Vesting. Each option granted pursuant to Section II(a) or
(b) hereof shall become exercisable in five annual installments of
twenty percent (20%); provided, however, that in the event of
recipient's termination of service due to death or Disability, the
provisions of subsection (e) hereof shall govern and in the event of a
Change in Control, all options then held by such recipient or his
estate shall immediately become exercisable. Unless accelerated
pursuant to the foregoing sentence, the first installment of options
granted pursuant to Section II(a) or (b) shall vest one year from the
date of grant.

For purposes of this Plan, a "Change in Control" shall mean:

(1) a reorganization, merger, consolidation or sale of all or
substantially all of the assets of the Company, or a similar
transaction in which the Company is not the resulting entity;
or

(2) individuals who constitute the Incumbent Board (as defined
below) of the Company cease for any reason to constitute a
majority thereof; or

(3) the occurrence of a change in control within the meaning of
12 C.F.R. Section 574.4; or

(4) an event of a nature that would be required to be reported
in response to Item I of the Current Report on Form 8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or results in a change in control of the Company within
the meaning of the Home Owners' Loan Act of 1933 and the Rules
and Regulations promulgated by the Office of Thrift Supervision
or its predecessor agency, as in effect on the date hereof; or

(5) without limitation, a change in control shall be deemed to
have occurred at such time as (i) any "person" (as the term is
used in Section 13(d) and 14(d) of the Exchange Act) other than
the Company and excluding the trustee of any Employee benefit
plan sponsored by the Company or the Bank or any such plan
itself, is or becomes a "beneficial owner" (as defined in Rule
13-d under the Exchange Act) directly or indirectly, of
securities of the Company representing 25% or more of the
Company's outstanding securities ordinarily having the right to
vote at the election of directors; or

(6) a proxy statement soliciting proxies from stockholders of
the Company is disseminated by someone other than the current
management of the Company, seeking stockholder approval of a
plan of reorganization, merger or consolidation of the Company
or similar transaction with one or more corporations as a
result of which the outstanding shares of the class of
securities then subject to the plan or transaction are
exchanged or converted into cash or property or securities not
issued by the Company; or

(7) a tender offer is made for 25% or more of the voting
securities of the Company and the shareholders owning
beneficially or of record 25% or more of the outstanding
securities of the Company have tendered or offered to sell
their shares pursuant to such tender offer and such tendered

shares have been accepted by the tender offeror.

For purposes of this Plan, "Incumbent Board" means the Board of
Directors on the effective date of this Plan, provided that any person
becoming a director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board, or whose nomination for election by
stockholders was approved by the same nominating committee serving
under an Incumbent Board, shall be considered as though he were a
member of the Incumbent Board.

(c) Manner of Exercise. The option, when vested, may be
exercised from time to time, in whole or in part, by delivering a
written notice of exercise to the Chief Financial Officer of the
Company signed by the recipient. Such notice is irrevocable and must
be accompanied by full payment of the exercise price (as determined
under Section II(a) or (b) hereof) in cash or shares of previously
acquired Common Stock at the Fair Market Value of such shares
determined on the exercise date.

(d) Transferability. Each option granted hereby may be
exercised only by the recipient to whom it is issued, or in the event
of the Outside Director's death, his or her personal representative(s)
or designee(s), heir(s) or devisee(s) pursuant to the terms of Section
III(e) hereof or as otherwise provided by Rule 16b-3 of the Exchange
Act.

(e) Termination of Service. Upon the termination of a
recipient's service for any reason other than Disability or death, the
recipient's stock options shall be exercisable only as to those shares
which were immediately exercisable by the recipient at the date of
termination of service. Unless such termination of service was for
cause, such options shall remain exercisable for the lesser of (i) the
remaining term of the option or (ii) 12 months. If a recipient is
removed for cause, all options granted to such recipient hereunder
shall immediately terminate.

In the event of death of a recipient or the termination of
service due to Disability, all stock options held by such recipient,
whether or not exercisable at such time, shall become immediately
exercisable by the recipient or the recipient's legal representatives
or beneficiaries and shall remain exercisable by the recipient or
his/her estate for the lesser of (i) the remaining term of the option
or (ii) twelve (12) months.

For purposes of this Plan, "Disability" means the permanent and
total inability by reason of mental or physical infirmity, or both, of
an outside director to participate in the work of the Board and any
Committees thereof to which he/she may be assigned, including
attending meetings of the Board and such Committees. Additionally, a
medical doctor selected or approved by the Board of Directors must
advise the Board that it is either not possible to determine when such
disability will terminate or that it appears probable that such
disability will be permanent during the remainder of said recipient's
lifetime. "Cause" means the removal of an Outside Director or
Subsequent Outside Director because of a material loss to the Company
or one of its affiliates caused by the Outside Director or Subsequent
Outside Director's personal dishonesty, willful misconduct, any breach
of fiduciary duty involving personal profit, intentional failure to
perform stated duties, or the willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or
final cease and desist order.

(f) Termination of Option. Options shall expire one hundred and
twenty (120) months following the date of grant.

IV. Common Stock Subject to the Directors' Option Plan

(a) Subject to adjustment as provided in paragraph (b) hereof,
the maximum number of shares reserved hereby for purchase pursuant to
the exercise of options granted under the Plan shall not exceed
158,700 shares of Common Stock of the Company. These shares of Common
Stock may be either authorized but unissued shares or shares
previously issued and reacquired by the Company. To the extent that
options granted under the Plan terminate, expire or are canceled
without having been exercised, new awards may be made with respect to
these shares.

(b) In the event of any change or changes in the outstanding
Common Stock of the Company effected without receipt of consideration
by the Company or payment of consideration by the Company, such as by
any stock dividend or split, recapitalization, reorganization,
combination or any similar corporate change, or other increase or
decrease in such shares the number of shares of Common Stock which may
be issued under this Directors' Option Plan, the number of shares of
Common Stock subject to options granted under this Directors' Option
Plan and the option price of such options, shall be automatically
adjusted to prevent dilution or enlargement of the rights granted to
recipient under the Directors' Option Plan.

(c) In the event of a consolidation, merger, reorganization or
sale of all or substantially all of the assets of the Company in which
outstanding shares of Common Stock are exchanged for securities, cash
or other property of any other corporation or business entity or in
the event of a liquidation of the Company (collectively an
"Extraordinary Event"), the following rules shall apply: (i) holders
of Options shall continue to have the right to exercise their
unexercised but currently exercisable Options on or before the day
before the date of consummation of the Extraordinary Event, (ii) if
any Option holders shall not have exercised their Options on or before
the date of such consummation and if, under the terms of the
Extraordinary Event holders of the Common Stock of the Company will
receive upon consummation thereof payment in cash, securities or other
property (the "Event Payment") for each share surrendered in the
Extraordinary Event (the "Event Price"), then an Event Payment equal
to the difference between (A) the Event Price times the number of
shares of Common Stock subject to each Non-Employee Director's
outstanding Options (to the extent then exercisable at prices not in
excess of the Event Price) and (B) the aggregate exercise price of all
such outstanding Options shall be made to each Non-Employee Director
in exchange for the termination of such Options, (iii) notwithstanding
the foregoing provisions of clause (ii), if the Extraordinary Event
involves an exchange by the acquiring party solely of its voting
securities in a reorganization pursuant to which holders of the Common
Stock will not recognize gain or loss on the exchange of such
securities until such holders dispose of the new voting securities
acquired in such exchange, then the acquiring party shall have the
right to provide that such Options shall be assumed, or equivalent
options shall be substituted by the acquiring or succeeding
corporation (or an affiliate thereof); provided that the Non-Employee

Director shall not, as a result of such provision, be required to
recognize gain or loss on the exchange of Options, (iv) in no event
shall the operation of the foregoing provisions be permitted to cause
the Non-Employee Director or the Plan to fail to comply with Rule 16b-
3 of the Act, and (v) in the unlikely event any Options shall remain
outstanding after giving effect to the foregoing provisions such
Options shall terminate on the date the Extraordinary Event is
consummated.

V. Approval and Effective Date of the Plan

Pursuant to OTS regulations if the Plan is to be implemented on
or before September 29, 1996, the Plan must be approved by a majority
of the shares eligible to be voted at a meeting of the Company's
stockholders at which the Plan is submitted for stockholder approval
and by the OTS. The Plan will become effective upon the first day it
is so approved by the stockholders and the OTS. If the Plan receives
the approval of less than a majority of the shares eligible to be
voted at such meeting, but receives the approval of a majority of the
shares actually voted at the meeting, the Plan will be effective as of
October 1, 1996.

VI. Termination of the Plan

The right to grant options under the Directors' Option Plan will
terminate automatically ten years after the Effective Date of the
Plan. A majority of the outstanding shares of the Common Stock
entitled to vote is required to terminate the Directors' Option Plan
for any other reason; provided, however, no such termination shall,
without the consent of the affected recipient, affect such recipient's
rights under a previously granted option.

VII. Taxes

There may be deducted from each distribution of Common Stock
under the Plan sufficient amounts to cover for any applicable tax
obligations incurred as a result of the exercise of options under the
Plan.

VIII. Amendment of the Plan

The Directors' Option Plan may be amended form time to time by
the Board of Directors of the Company provided that Sections II and
III hereof shall not be amended more than once every six months other
than to comport with the Internal Revenue Code of 1986, as amended, or
the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder. Except as provided in Section IV hereof, rights
and obligations under any option granted before an amendment shall not
be altered or impaired by such amendment without the written consent
of the optionee. If any amendment would require shareholder approval
under Rule 16(b)-3, such amendment shall be presented to shareholders
for ratification, provided, however, that the failure to obtain
shareholder ratification shall not affect the validity of this Plan as
so amended and the options granted thereunder.

IX. Applicable Law

The Plan will be administered in accordance with the laws of the
State of New Jersey.

X. Compliance with Section 16 of the Exchange Act

Transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent that any provision of the Plan fails to
so comply, such provision shall be deemed null and void, to the extent
permitted by law. Notwithstanding any other provision of the Plan, in
order to qualify for the exemption provided by Rule 16b-3 under the
Exchange Act, any Common Stock acquired by a Non-Employee Director
upon exercise of an Option may not be sold for six (6) months after
the date of grant of the Option. The Committee shall have no
authority to take any action if the authority to take such action, or
the taking of such action, would disqualify the Plan from the
exemption provided by Rule 16b-3 under the Act.

EXHIBIT C

STATEWIDE FINANCIAL CORP.
AMENDED AND RESTATED 1996 RECOGNITION AND RETENTION PLAN
FOR EXECUTIVE OFFICERS AND EMPLOYEES

1. Purpose

The purpose of the Statewide Financial Corp. (the "Company")
Amended and Restated 1996 Recognition and Retention Plan for Executive
Officers and Employees (the "Plan") is to advance the interests of the
Company and its shareholders by providing those key employees of the
Company and its Affiliates, including Statewide Savings Bank, S.L.A.
(the "Association"), upon whose judgment, initiative and efforts the
successful conduct of the business of the Company and its affiliates
largely depends, with additional incentive to perform in a superior
manner. A purpose of the Plan is also to attract people of experience
and ability to the service of the Company and its Affiliates.

2. Definitions

(b) "Award" means a grant of Restricted Stock under the
provisions of this Plan.

(d) "Change in Control" means:

(1) a reorganization, merger, consolidation or sale of all or
substantially all of the assets of the Company, or a similar
transaction in which the Company is not the resulting entity; or

(2) individuals who constitute the Incumbent Board (as defined

below) of the Company cease for any reason to constitute a majority
thereof; or

(3) the occurrence of a change in control within the meaning of
12 C.F.R. Section 574.4; or

(f) "Common Stock" means the common stock of the Company, no par
value per share.

(g) "Date of Grant" means the date an Award granted by the
Committee is effective pursuant to the terms hereof.

(i) "Participant" means an employee of the Company or its
affiliates chosen by the Committee to participate in the Plan.

(j) "Restricted Stock" means shares of the Common Stock granted
hereunder and subject to the restrictions of Sections 6.2 and 6.3
hereof.

(k) "Restriction Period" shall mean the period of time during
which the Restricted Stock is subject to the restrictions of the Plan,
to be set at the Committee's discretion subject to Section 6.3 hereof.

(l) "Retirement" means retirement at the normal or early
retirement date as set forth in any tax-qualified or non-tax qualified
retirement plan of the Company or as determined under any retirement
policy of the Company.

(m) "Section 16" means Section 16 of the Securities Exchange
Act, and the rules and regulations thereunder.

3. Administration

The Plan shall be administered by the Committee. The Committee
is authorized, subject to the provisions of the Plan, to select
participants, to determine the amount of Awards, to establish the
terms and conditions of such Awards, to establish such rules and
regulations as it deems necessary for the proper administration of the
Plan and to make whatever determinations and interpretations in
connection with the Plan it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be
binding and conclusive on all Participants in the plan and on their
legal representatives and beneficiaries.

4. Stock Subject to the Plan

The maximum number of shares reserved for issuance pursuant to
Awards hereunder is 148,120 shares of Common Stock of the Company,
subject to adjustment pursuant to Section 6.5 hereof. These shares of
Common Stock may be either authorized but unissued shares or shares
previously issued and reacquired by the Company. To the extent that
Awards granted under the Plan are canceled prior to the end of their
applicable Restriction Period, new Awards may be made with respect to
these shares.

5. Eligibility

Officers and other employees of the Company or its Affiliates
shall be eligible to receive Awards and Directors who are not
employees or officers of the Company or its affiliates shall not be
eligible to receive Awards under the Plan.

6. Grants of Restricted Stock

6.1 Awards

Each Participant shall execute and deliver to the Committee an
agreement as required under Section 8, an escrow agreement
satisfactory to the Committee and the appropriate blank stock powers
with respect to the Restricted Stock covered by such agreements. The
Committee shall then cause stock certificates registered in the name
of the Participant to be issued and deposited together with the stock
powers with an escrow agent to be designated by the Committee. The
Committee shall cause the escrow agent to issue to the Participant a
receipt evidencing any stock certificate held by it registered in the
name of the Participant.

6.2 Restrictions

(a) Restricted Stock awarded to a Participant shall be subject
to the following restrictions until the expiration of the Restriction
Period: (i) a Participant shall be issued, but shall not be entitled
to delivery of the stock certificate; (ii) the shares of Common Stock
shall be subject to the restrictions on transferability set forth in
Section 7; (iii) the shares of Common Stock shall be forfeited and the
stock certificates shall be returned to the Company and all rights of
the Participant to such shares and as a shareholder shall terminate
without further obligation on the part of the Company when a
Participant leaves the employ of the Company, except in the case of
Disability or death; and (iv) any other restrictions which the
Committee may determine in advance are necessary or appropriate,
including termination of Restricted Stock Awards to Grantees other
than Employees.

6.3 Restriction Period

Notwithstanding anything contained in Section 3 hereof, in
compliance with the regulations of the Office of Thrift Supervision,
all Awards granted hereunder, shall be subject to the following
minimum Restriction Period:

All Awards shall be subject to a five-year Restriction Period,
with restrictions lapsing on 20 percent of the Restricted Stock per
year, commencing on the first anniversary of the date of the Award.
Common Stock on which restrictions have lapsed shall not be subject to
the provisions of Section 6.2 hereof. By the fifth anniversary of the
date of grant, all restrictions shall have lapsed, provided, however,
that in the event of a Participant's Disability or death, or in the
event of a Change in Control, the remaining Restriction Period for any
Award shall lapse and the shares of Common Stock held by such
Participant shall immediately become unrestricted.

The Committee shall have the authority in its discretion, to
impose a greater Restriction Period for any Award than those set forth
above.

6.4 Delivery of Shares of Common Stock

At the expiration of the Restriction Period, a stock
certificate evidencing the Restricted Stock with respect to which the

Restriction Period has expired (to the nearest full share) shall be
delivered without charge to the Participant or his personal
representative free of all restrictions under the Plan.

6.5 Dilution and Adjustments

(a) In the event of any change or changes in the outstanding
Common Stock of the Company is effected without receipt of
consideration by the Company or payment of consideration by the
Company, such as by any stock dividend or split, recapitalization,
reorganization, combination or any similar corporate change, or other
increase or decrease in such shares, the number of shares of Common
Stock which may be issued under this Plan shall be automatically
adjusted.

(b) In the event of a consolidation, merger, reorganization or
sale of all or substantially all of the assets of the Company in which
outstanding shares of Common Stock are exchanged for securities, cash
or other property or any other corporation or business entity (the
"Surviving Corporation"), the Committee and the Board of Directors
will provide that this Plan be assumed by the Surviving Corporation in
such transaction, and that shares of the common stock of such
Surviving Corporation shall be issued in exchange for shares of Common
Stock subject to Awards hereunder and still subject to the
restrictions of Section 6.2. Such replacement shares will remain
subject to the restrictions of Section 6.2 for their remaining
Restriction Period. The number of replacement shares issued in
exchange for the Common Stock will be determined based upon the per
share price paid all shareholders of the Company by the Surviving
Corporation.

7. Non-Transferability

Nothing in this Plan or in any Award granted confers on any
person any right to continue in the employ of the Company, the
Association or its Affiliates or to continue to perform services for
the Company, the Association or its Affiliates or interferes in any
way with the right of the Company or its Affiliates to terminate a
Participant's services as an officer or other employee at any time.

No Restricted Stock subject to an Award under the Plan shall be
transferable by the participant other than by will or the laws of
descent and distribution and may only be exercised during his lifetime
by the Participant or by a guardian or legal representative.

8. Agreement with Participants

Each Award will be evidenced by a written agreement, executed by
the Participant and the Company which describes the conditions for
receiving the Awards including the date of Award, the applicable
Restriction Period, and any other terms and conditions as may be
required by the Board of Directors or applicable securities law.

9. Tax Withholding

satisfy federal, state, and local withholding tax requirements prior
to the delivery of any certificate or certificates for such shares.
Whenever payments are to be made in cash, such payments shall be net
of an amount sufficient to satisfy federal, state and local
withholding tax requirements and authorized deductions.

10. Amendment of the Plan

The Committee may at any time, and from time to time, modify or
amend the Plan in any respect; provided that shareholder approval
shall be required for any such modification or amendment which:

(a) materially increases the maximum number of shares for which
Awards may be granted under the Plan; or

(b) changes the persons eligible to participate in the Plan.

Failure to ratify or approve amendments or modifications to
subsections (a) and (b) of this Section by shareholders shall be
effective only as to the specific amendment or modification requiring
such ratification. Other provisions, sections, and subsections of
this Plan will remain in full force and effect.

No such termination, modification or amendment may affect the
rights of a Participant under an outstanding Award.

11. Approval and Effective Date of Plan

Pursuant to OTS regulations, if the Plan is to be implemented on
or before September 29, 1996, the Plan must be approved by a majority
of the shares eligible to be voted at a meeting of the Company's
stockholders and then submitted to the OTS for its review and
approval. Assuming it is so approved, this Plan will be effective as
of the first day after its approval by the Company's stockholders and
the OTS. If the Plan receives the approval of less than a majority of
the shares eligible to be voted at such meeting, but receives the
approval of a majority of the shares actually voted at such meeting,
the Plan will be effective as of October 1, 1996.

12. Termination of the Plan

13. Applicable Law

The Plan will be administered in accordance with the laws of the
State of New Jersey.

14. Compliance with Section 16 of the Exchange Act

EXHIBIT D

STATEWIDE FINANCIAL CORP.
AMENDED AND RESTATED 1996 RECOGNITION AND RETENTION PLAN
FOR OUTSIDE DIRECTORS

1. Purpose

The purpose of the Statewide Financial Corp. (the "Company")
Amended and Restated 1996 Recognition and Retention Plan for Outside
Directors (the "Plan") is to promote the growth and profitability of
the Company and its subsidiary, Statewide Savings Bank, S.L.A. (the
"Association") by providing outside directors of the Company and its
Affiliates with an incentive to achieve long-term objectives of the
Company and to attract and retain non-employee directors of
outstanding competence by providing such outside directors with an
opportunity to acquire an equity interest in the Company.

2. Definitions

(b) "Award" means a grant of Restricted Stock under the
provisions of this Plan.

(d) "Change in Control" means:

(1) a reorganization, merger, consolidation or sale of all or
substantially all of the assets of the Company, or a similar
transaction in which the Company is not the resulting entity; or

(2) individuals who constitute the Incumbent Board (as defined
below) of the Company cease for any reason to constitute a majority
thereof; or

(3) the occurrence of a change in control within the meaning of
12 C.F.R. Section 574.4; or

(5) without limitation, a change in control shall be deemed to

have occurred at such time as (i) any "person" (as the term is used in
Section 13(d) and 14(d) of the Exchange Act) other than the Company
and excluding the trustee of any Employee benefit plan sponsored by
the Company or the Bank or any such plan itself, is or becomes a
"beneficial owner" (as defined in Rule 13-d under the Exchange Act)
directly or indirectly, of securities of the Company representing 25%
or more of the Company's outstanding securities ordinarily having the
right to vote at the election of directors; or

(e) "Committee" means a committee consisting of those members of
the Compensation/Benefits Committee of the Company.

(f) "Common Stock" means the common stock of the Company, no par
value per share.

(g) "Date of Grant" means the date an Award granted by the
Committee is effective pursuant to the terms hereof.

(h) "Disability" means the permanent and total inability by
reason of mental or physical infirmity, or both, of an outside
director to participate in the work of the Board and any Committees
thereof to which he may be assigned, including attending meetings of
the Board and such Committees. Additionally, a medical doctor
selected or approved by the Board of Directors must advise the Board
that it is either not possible to determine when such disability will
terminate or that it appears probable that such disability will be
permanent during the remainder of said recipient's lifetime.

(i) "Participant" means an Outside Director (as defined in
Section 5.1 (a)) or a Subsequent Outside Director (as defined in
Section 5.1(b) hereof) who participates in the Plan.

(j) "Restricted Stock" means shares of the Common Stock granted
hereunder and subject to the restrictions of Sections 5.2 and 5.3
hereof.

(k) "Restriction Period" shall mean the period of time during
which the Restricted Stock is subject to the restrictions of the Plan
set forth in Section 5.3 hereof.

(l) "Section 16" means Section 16 of the Exchange Act, and the
rules and regulations thereunder.

3. Administration

The Plan shall be administered by the Committee. The Committee
is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper
administration of the Plan and to make whatever determinations and
interpretations in connection with the Plan it deems necessary or
advisable. All determinations and interpretations made by the
Committee shall be binding and conclusive on all Participants in the
plan and on their legal representatives and beneficiaries.

4. Stock Subject to the Plan

The maximum number of shares reserved for issuance pursuant to
Awards hereunder is 63,480 shares of Common Stock of the Company,
subject to adjustment pursuant to Section 5.4. These shares of Common
Stock may be either authorized but unissued shares or shares
previously issued and reacquired by the Company. To the extent that
Awards granted under the Plan are canceled prior to the end of their
applicable Restriction Period, new Awards may be made with respect to
these shares.

5. Grants of Restricted Stock

5.1 Awards

(a) Initial Awards. Each outside director (for purposes of
this Plan, the term "Outside Director" shall mean a member of the
Board of Directors or any of its Affiliates who is not also serving as
a full-time employee of the Company or any of its Affiliates), who is
serving in such capacity on the effective date of this Plan, is hereby
granted an Award of 10,580 shares of Restricted Stock.

The effective date of these initial Awards shall be the effective
date of the Plan as defined in Section 10 hereof ("Effective Date").

(b) Awards to Subsequent Outside Directors. To the extent
shares of Restricted Stock are available for Awards under the Plan,
each Outside Director who is first appointed as a director of the
Company subsequent to the Effective Date (a "Subsequent Outside
Director") is hereby granted, as of the date on which such Subsequent
Outside Director is qualified and first begins to serve as an Outside
Director, an Award of 10,580 shares of Restricted Stock or such lesser
number of shares of Common Stock as remain in this Plan.

If sufficient shares are not available under the Plan to fulfill
Awards under Section 6.1(b) hereof to any Subsequent Outside Director
and thereafter shares become available, such Subsequent Outside
Director shall then receive Awards of Restricted Stock determined by
dividing equally among each Subsequent Outside Director, Awards for
the number of shares then available under the Plan. The date of grant
shall be the date Awards for such shares become available.

(c) Ineligibility. An Award under the Plan shall not be granted
to any Outside Director who at any previous time was an employee of
either the Company or the Association and in such capacity was
eligible to receive any options to purchase Common Stock.

5.2 Restrictions

(a) Restricted Stock awarded to a Participant shall be subject
to the following restrictions until the expiration of the Restriction
Period: (i) a Participant shall be issued, but shall not be entitled
to delivery of the stock certificate; (ii) the shares of Common Stock
shall be subject to the restrictions on transferability set forth in
Section 7; and (iii) the shares of Common Stock shall be forfeited and
all rights of the Participant to such shares and as a shareholder
shall terminate without further obligation on the part of the Company
when a Participant leaves service with the Board of Directors of the
Company or its Affiliates, except in the case of Disability or death.

5.3 Restriction Period

In compliance with the regulations of the Office of Thrift
Supervision, all Awards granted hereunder, shall be subject to the
following Restriction Period:

All Awards shall be subject to a five-year Restriction Period,
with restrictions lapsing on 20 percent of the Restricted Stock per
year, commencing on the first anniversary of the date of the Award.
Common Stock on which restrictions have lapsed shall not be subject to
the provisions of Section 5.2 hereof. By the fifth anniversary of the
date of grant, all restrictions shall have lapsed, provided, however,
that in the event of a Participant's Disability or death, or upon the
occurrence of a Change in Control, the remaining Restriction Period
for any Award shall lapse and the shares of Common Stock held by such
Participant shall become immediately unrestricted.

5.4 Dilution and Adjustments

(b) In the event of a consolidation, merger, reorganization or
sale of all or substantially all of the assets of the Company in which
outstanding shares of Common Stock are exchanged for securities, cash
or other property or any other corporation or business entity (the
"Surviving Corporation"), the Committee and the Board of Directors
will provide that this Plan be assumed by the Surviving Corporation in
such transaction, and that shares of the common stock of such
Surviving Corporation shall be issued in exchange for shares of Common
Stock subject to Awards hereunder and still subject to the
restrictions of Section 5.2. Such replacement shares will remain
subject to the restrictions of Section 5.2 for their remaining
Restriction Period. The number of replacement shares issued in
exchange for the Common Stock will be determined based upon the per
share price paid all shareholders of the Company by the Surviving
Corporation.

5.5 Delivery of Shares of Common Stock

At the expiration of the Restriction Period, a stock
certificate evidencing the Restricted Stock with respect to which the
Restriction Period has expired (to the nearest full share) shall be
delivered without charge to the Participant or his personal
representative free of all restrictions under the Plan.

6. Non-Transferability

Nothing in this Plan or in any Award granted confers on any
person any right to continue as a Director the Company or its
Affiliates or to continue to perform services for the Company or its
Affiliates.

7. Agreement with Participants

8. Tax Withholding

Whenever shares of Common Stock are to be issued or delivered
pursuant to the Plan, the Company shall have the right, in its sole
discretion, to either (i) require the Participant to remit to the
Company or (ii) withhold from any salary, wages or other compensation
payable by the Company to the Participant, an amount sufficient to
satisfy federal, state, and local withholding tax requirements prior
to the delivery of any certificate or certificates for such shares.
Whenever payments are to be made in cash, such payments shall be net
of an amount sufficient to satisfy federal, state and local
withholding tax requirements and authorized deductions.

9. Amendment of the Plan

This Plan may be amended form time to time by the Board of
Directors of the Company provided that Section 5 hereof shall not be
amended more than once every six months other than to comport with the
Internal Revenue Code of 1986, as amended. If any amendment would
require shareholder approval under Rule 16(b)-3, such amendment shall
be presented to shareholders for ratification, provided, however, that
the failure to obtain shareholder ratification shall not affect the
validity of this Plan as so amended and the options granted
thereunder.

10. Approval and Effective Date of Plan

Pursuant to OTS regulations, if the Plan is to be implemented on
or prior to September 29, 1996, the Plan must be approved by a
majority of the shares eligible to be voted at a meeting of the
Company's stockholders and then submitted to the OTS for its review
and approval. If the Plan is so approved, the Plan will become
effective 45 days after its approval by the Company stockholders and
the OTS. If the Plan receives the approval of less than a majority of
the shares eligible to be voted at such meeting but receives the
approval of a majority of shares actually voted at such meeting, the
Plan will be effective as of October 1, 1996.

11. Termination of the Plan

13. Applicable Law

The Plan will be administered in accordance with the laws of the
State of New Jersey.

14. Compliance with Section 16 of the Exchange Act

STATEWIDE FINANCIAL CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
Solicited on Behalf of the Board of Directors

The undersigned hereby appoints the Board of Directors or any
survivor thereof to vote all of the shares of Statewide Financial
Corp. ("Statewide") standing in the undersigned's name at the Annual
Meeting of Shareholders of Statewide, to be held at the Newark Airport
Marriott, Newark International Airport, Newark, New Jersey 07114, on
Wednesday, May 7, 1997, at 10:30 A.M., and at any adjournment thereof.
The undersigned hereby revokes any and all proxies heretofore given
with respect to such meeting.

This proxy will be voted as specified below. If no choice is
specified, the proxy will be voted "FOR" (1) Management's Nominees to
The Board of Directors; (2) approval of amendments to the Statewide
Financial Corp. 1996 Incentive Stock Option Plan; (3) approval of
amendments to the Statewide Financial Corp. 1996 Stock Option Plan for
Outside Directors; (4) approval of amendments to the Statewide
Financial Corp. Recognition and Retention Plan for Executive Officers
and Employees; and (5) approval of amendments to the Statewide
Financial Corp. Recognition and Retention Plan for Outside Directors.

The Board of Directors recommends a vote "FOR" approval of (1)
Management's Nominees to The Board of Directors; (2) approval of
amendments to the Statewide Financial Corp. 1996 Incentive Stock
Option Plan; (3) approval of amendments to the Statewide Financial
Corp. 1996 Stock Option Plan for Outside Directors; (4) approval of
amendments to the Statewide Financial Corp. Recognition and Retention
Plan for Executive Officers and Employees; and (5) approval of
amendments to the Statewide Financial Corp. Recognition and Retention
Plan for Outside Directors.

1. Election of the following two (2) nominees to each serve for
a three (3) year term of office as directors of Statewide:
Maria Ramirez and Stephen R. Tilton.

FOR ALL NOMINEES
----

TO WITHHOLD AUTHORITY FOR ANY OF THE ABOVE NAMED NOMINEES,
PRINT THE NOMINEE'S NAME ON THE LINE BELOW:

------------------------------------------------

WITHHOLD AUTHORITY FOR ALL NOMINEES
----

2. Approval of Proposal 2, amendments to the Statewide
Financial Corp. 1996 Incentive Stock Option Plan, as more
fully described in the accompanying Proxy Statement.

FOR
----

AGAINST
----

ABSTAIN
----

3. Approval of Proposal 3, amendments to the Statewide
Financial Corp. 1996 Stock Option Plan for Outside
Directors, as more fully described in the accompanying Proxy
Statement.

FOR
----

AGAINST
----

ABSTAIN
----

4. Approval of Proposal 4, amendments to the Statewide
Financial Corp. Recognition and Retention Plan for Executive
Officers and Employees, as more fully described in the
accompanying Proxy Statement.

FOR
----

AGAINST

----

ABSTAIN
----

5. Approval of Proposal 5, amendments to the Statewide
Financial Corp. Recognition and Retention Plan for Outside
Directors, as more fully described in the accompanying Proxy
Statement.

FOR
----

AGAINST
----

ABSTAIN
----

6. In their discretion, such other business as may properly
come before the meeting.

Dated: , 1997. ----------------------------------
Signature

----------------------------------
Signature

(Please sign exactly as your name appears.
When signing as an executor, administrator,
guardian, trustee or attorney, please give
your title as such. If signer is a
corporation, please sign the full corporate
name and then an authorized officer should
sign his name and print his name and title
below his signature. If the shares are held
in joint name, all joint owners should sign.)

PLEASE DATE, SIGN AND RETURN THIS PROXY IN
THE ENCLOSED RETURN ENVELOPE.