Exec. Short-term Incentive Plan

PLAN OVERVIEW
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The plan offers participants the opportunity to earn
an annual cash bonus based on Company performance
during each plan year (i.e., the four quarters ending
on December 31 of each year). Participation in the
plan is limited to key management employees of the
Company and its subsidiaries (as determined by the
Compensation Committee of the Board of Directors).
The plan permits awards intended to qualify for the
performance-based compensation exclusion from the $1
million limitation of deductible compensation under
Internal Revenue Code Section 162(m) ("tax qualified
awards") and awards that do not so qualify.


Each participant's award opportunity is based upon
the Company's performance in terms of objective,
quantifiable measures. Such measures and the
relationship between maximum awards and performance
will be determined by the Compensation Committee
prior to the beginning of each plan year unless
otherwise permitted by proposed or final federal tax
regulations. Performance measures determined by the
Compensation Committee may include any or all of the
following performance criteria or any component
thereof: earnings per share (EPS), return on assets
(ROA), return on equity (ROE), general and
administrative expenses, market penetration,
stockholder return, cash flow, debt reduction, net
income, control over nonperforming assets, control
over interest margins, government regulatory ratings,
customer satisfaction and implementation of
strategies for cost reduction, income generation
and/or market penetration. Until further action of
the Compensation Committee, the performance measures
and the relationship between maximum awards and
performance will be as set forth below in this plan.
Awards that are not tax qualified awards may be based
not only on the foregoing performance criteria, but
also on any other criteria related to performance
selected by the Compensation Committee.


Awards earned on the basis of Company performance may
be varied (but tax qualified awards may not be
increased) at the discretion of the Compensation
Committee based on the Committee's assessment of a
participant's individual performance for the plan
year and other factors.


AWARD OPPORTUNITY
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TARGET AWARDS Each participant is assigned a target award
opportunity (i.e., the award level consistent with
the Company achieving good performance) expressed as
a percentage of the participant's annual base salary
in accordance with the following guidelines: 2 H.F. AHMANSON & COMPANY MARCH 21, 1995 EXECUTIVE SHORT-TERM INCENTIVE PLAN PAGE 2 -----------------------------------


TARGET AWARD GUIDELINES


TARGET AWARD AS A
GRADE LEVEL PERCENT OF BASE SALARY
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67 80.0%
65 70.0%
60-64 55.0%
58-59 45.0%
53-57 30.0%
51-52 20.0%
48-50 12.5%


Participants in a grade designated with a "T" will
participate at the next lower target award level.
Until further action by the Compensation Committee,
awards for grade levels 63 and higher shall be tax
qualified awards, and all other awards shall not be
tax qualified.


DEFINITION OF The salary used to determine earned awards will be BASE SALARY the participant's annual base salary rate in effect
as of the last day of the plan year (i.e., December
31).


RANGE OF AWARD The actual size of a participant's earned tax OPPORTUNITY qualified award may vary from 0% to 200% of the
target award according to the level of Company
performance; provided that ...