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                                               EXHIBIT 10.4

               GENERAL PROVISIONS APPLICABLE TO PERFORMANCE
              RESTRICTED STOCK AWARD GRANTED UNDER THE GREAT
                 WESTERN FINANCIAL CORPORATION 1988 STOCK
                   OPTION AND INCENTIVE PLAN, AS AMENDED
                         TO JAMES F. MONTGOMERY

                  (REVISED EFFECTIVE DECEMBER 28, 1995)


      The specific purposes of performance-based Restricted Stock Awards
authorized under the Great Western Financial Corporation 1988 Stock Option
and Incentive Plan, as amended (the "Plan") is to encourage and reward
high levels of performance of the Company as measured by returns to
shareholders and to thereby align participant interests more closely with
those of share-holders.  Capitalized terms not otherwise defined herein
shall have the meaning assigned to such terms in the Plan or the Award
Agreement, as the case may be.  

      These General Provisions, when executed by the parties in the space
provided below, supersede and become the General Provisions incorporated
by reference in the Award Agreement between Great Western Financial
Corporation and James F. Montgomery.

      1.  OWNERSHIP RIGHTS OF RESTRICTED STOCK.

      (a)  RESTRICTIONS ON TRNASFER.  Prior to the time they become
vested, neither the shares of Restricted Stock comprising the Award nor
any interest therein, amount payable in respect thereof, nor Restricted
Property (as defined in Section 7) subject thereto, may be sold, assigned,
transferred, pledged or otherwise disposed of, alienated or encumbered,
either voluntarily or involuntarily, other than by will or the laws of
descent and distribution.

      (b)  DIVIDENDS; VOTING RIGHTS.  After the Award Date, the Employee
Participant (sometimes, "EMPLOYEE" herein) shall be entitled to cash
dividends and voting rights with respect to the shares of Restricted Stock
subject to the Award even though such shares are not vested, provided that
such rights shall terminate immediately as to any shares of Restricted
Stock which are forfeited.  Any securities or other property receivable or
received by the Employee as a result of any non-cash dividend or other
distribution (other than a Stock Dividend), conversion or exchange of or
with respect to the Restricted Stock will be subject to the restrictions
and risks of forfeiture set forth in these General Provisions to the same
extent as the shares of Restricted Stock to which such securities or other
property relate.  For purposes of these General Provisions, "Stock
Dividend" means only a dividend in and of shares of common stock of the
Corporation representing less than 25% of the outstanding shares of its
Common Stock prior to the dividend.  
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      (c)  CERTIFICATES.  The Corporation shall issue a certificate or
certificates for the shares of Restricted Stock subject to the Award,
registered in the name of the Employee, which certificate(s) shall upon
redelivery thereof to the Corporation pursuant to subsection (d) below be
held by the Corporation until the restrictions on such shares shall have
lapsed and the shares shall thereby have become vested or the shares
represented thereby are forfeited hereunder.  The certificate(s)
representing shares forfeited hereunder shall be cancelled.  The
certificate(s) representing restricted shares shall bear a legend
referring to the Award Agreement and restrictions and limitations on such
shares.

      (d)  CERTIFICATES TO BE HELD BY CORPORATION; POWER OF ATTORNEY. 
Concurrently with the execution and delivery of the Award Agreement, upon
delivery to the Employee of the certificate(s) representing shares awarded
to such Employee, the Employee shall redeliver such certificate(s) to the
Corporation, together with a stock power or stock powers, in blank, with
respect to such certificate(s), to be held by the Corporation pursuant to
the terms hereof.  The Employee, by acceptance of the Award, shall be
deemed to appoint the Corporation and each of its authorized representa-
tives as the Employee's attorney(s)-in-fact to effect any transfer of
unvested forfeited shares (or shares otherwise reacquired by the
Corporation hereunder) to the Corporation as may be required pursuant to
the Plan, these General Provisions or the Award Agreement and to execute
such documents as the Corporation or such representatives deem necessary
or advisable in connection with any such transfer.

      2.  VESTING; LAPSE OF RESTRICTIONS.

      (a)  VESTING.  The Award shall vest, and restrictions (other than
those set forth in Section 9 (Compliance)) shall lapse, on December 31,
2000, provided that the Employee remains employed by the Company or in
service under the terms of the Consulting Agreement dated as of April 25,
1995 ("in service") until December 31, 2000 (or, in the event of a
termination described in Section 8 of the Consulting Agreement, until the
date of such termination), unless (i) the Award has earlier vested or has
been accelerated, as provided in Section 3(c) (Certain Events), Section 4
(Disability or Death), Section 5 (Acceleration for Performance) or
Section 7 (Adjustments), or has been otherwise accelerated pursuant to the
Plan, or (ii) the Administrator has taken other action with respect to the
Award pursuant to Section 6.3 of the Plan.  

      (b)  DELIVERY OF CERTIFICATES.  Promptly after the lapse or other
release of restrictions, a certificate or certificates evidencing the
number of shares of Common Stock as to which the restrictions have lapsed
or been released or such lesser number as may be permitted pursuant to
Section 10 (Tax Withholding) shall be delivered to the Employee or other
person entitled under the Plan to receive the shares.  The Employee or
such other person shall deliver to the Corporation any representations or
other documents or assurances required pursuant to Section 9 (Compliance). 
The shares so delivered shall no longer be  restricted shares hereunder.
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      (c)  MAXIMUM VESTING.  The maximum number of restricted shares that
may vest on any occasion or event shall not exceed the number of shares
that then remain restricted hereunder.

      3.  EFFECT OF TERMINATION OF SERVICES (WHETHER AS AN EMPLOYEE OR
CONSULTANT).

      (a)  FORFEITURE AFTER CERTAIN EVENTS.  Except as provided in Section
2(a) (Section 8 Termination), Section 3(c) (Termination Without Cause
after Certain Events) and Section 4 (Disability or Death), the Employee's
shares of Restricted Stock shall be forfeited to the extent such shares
have not become vested upon the date an Employee Participant is no longer
employed by the Company or in service, for any reason, whether with or
without cause, voluntarily or involuntarily.

      (b)  RETURN OF SHARES.  Upon the occurrence of any forfeiture of
shares of Restricted Stock hereunder, such unvested, forfeited shares
shall, without payment of any consideration by the Corporation for such
transfer, be automatically transferred to the Corporation, without any
other action by the Employee, or the Employee's Beneficiary or Personal
Representative, as the case may be.  The Corporation may exercise its
powers under Section 1(d) and take any other action necessary or advisable
to evidence such transfer.  The Employee, or the Employee's Beneficiary or
Personal Representative, as the case may be, shall deliver any additional
documents of transfer that the Corporation may request to confirm the
transfer of such unvested, forfeited shares to the Corporation. 

      (c)  TERMINATION WITHOUT CAUSE FOLLOWING CERTAIN EVENTS.  If
following an Event described in Section 7.19 of the Plan, the Employee's
services to the Company (whether as a employee or consultant) are
involuntarily terminated by the Company other than for cause, as
determined by the Administrator in its sole and absolute discretion, then
any portion of his Award that has not previously vested shall thereupon
vest, subject to the provisions of Section 8.  


      4.  EFFECT OF DISABILITY OR DEATH.  If the Employee incurs a
Disability or dies while employed by or in service to the Company, the
Employee's Award shall vest to the following extent:  (x) 20% of the
original Award, multiplied by the number of anniversaries of the Award
Date elapsed since the Award Date, minus (y) the percentage of the Award
previously vested for Performance.  Any restricted shares remaining under
the Award shall be forfeited, except to the extent that the Administrator
prior to the date of vesting (or within 30 days after the date of death,
as the case may be) provides that some or all of any remaining restricted
shares shall also vest on or as of such date.
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      5.  ACCELERATION FOR PERFORMANCE.

      (a)  GENERAL; DEFINED TERMS.  After the third anniversary of the
Award Date, the Administrator shall determine the performance of the
Corporation and each member of the applicable Peer Group over the
Applicable Performance Period in accordance with the provisions of
subsection (b).  The performance of the Corporation shall then be ranked
on a percentile basis in accordance with the provisions of subsection (c). 
If and to the extent the Corporation's performance results in a percentile
ranking of 50% or more, all or part of the Employee's Award as of the
applicable Determination Date shall be subject to accelerated vesting as
of such date in accordance with the provisions of subsection (d).  To the
extent that an Award is not subject to accelerated vesting as of any
particular Determination Date by reason of performance, the Award shall
remain eligible for accelerated vesting as of each subsequent
Determination Date (prior to the forfeiture or other vesting of the Award)
based upon the Corporation's performance during each such subsequent
Applicable Performance Period. 

Terms used in this Section 5 have the following meanings, subject to the
Administrator's authority hereunder and under the Plan.

      "APPLICABLE PERFORMANCE PERIOD" shall mean the three-year period
commencing January 1, 1992 and ending December 31, 1994, or any full
three-year period ending on each June 30 and December 31 thereafter within
the term of the Award, as the case may be.  

      "DETERMINATION DATE" shall mean the date as of which the
Administrator makes its determination of Total Shareholder Return of the
Corporation and of the other companies in the Peer Group for the
Applicable Performance Period and other decisions essential to the
calculation of the extent (if any) to which Restricted Stock Awards
governed by these General Provisions shall vest.  

      "FAIR MARKET VALUE" shall mean Fair Market Value (as defined in the
Plan) except that Common Stock (as used in such definition) shall mean the
common stock of the Corporation or the applicable member of the Peer
Group, as the case may be.

      "PEER GROUP" shall mean the not more than 40 nor less than 20
(excluding the Corporation) financial institutions and/or financial
services companies designated by the Administrator as the Peer Group for
the Applicable Performance Period, currently those 30 institutions listed
on Schedule 1, in all cases subject to the provisions of Section 13
hereof.
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      "TOTAL SHAREHOLDER RETURN" refers to the compound annual rate of
return over the Applicable Performance Period for the Corporation and each
other company in the Peer Group from changes in the trading price of each
company's common stock and any dividends and other distributions paid by
the company on its common stock during the Applicable Performance Period,
calculated by (a) assuming that one share of each company's common stock
is purchased on the first day of the Applicable Performance Period at a
price equal the average Fair Market Value for the 30 trading days
immediately prior thereto, (b) assuming that additional shares (or
portions of shares) of such company's common stock are purchased with any
dividends paid on the initial share and on shares accumulated through the
assumed reinvestment of dividends and other distributions, with such
purchase being made on the dividend or distribution payment date at a
price equal to the Fair Market Value of such company's common stock on
that date, (c) calculating the aggregate number of shares of each
company's common stock that would be accumulated over the Applicable
Performance Period, (d) multiplying this number by the average Fair Market
Value of such company's common stock for the 30 trading days immediately
prior to the last day of the Applicable Performance Period, and (e)
determining the annual compound rate of growth over the Applicable
Performance Period between the assumed purchase price set forth in clause
(a) and the value resulting from the computation in clause (d).

      (b)  PERFORMANCE MEASURE AND DETERMINATION.  The measurement of
performance of the Corporation and each member of the Peer Group shall be
based upon the Total Shareholder Return for the Corporation and each
member of the Peer Group.  

      (c)  PERCENTILE RANKING.  After the Total Shareholder Return of the
Corporation and each member of the Peer Group has been determined, the
Administrator shall determine the percentile ranking in Total Shareholder
Return of the Corporation relative to all other companies in the
applicable Peer Group for the Applicable Performance Period in accordance
with Schedule 2 to the original General Provisions.

      (d)  VESTING PERCENTAGES.  The number of shares of Restricted Stock
subject to accelerated vesting by virtue of performance as of any
Determination Date shall be determined by multiplying (x) the acceleration
percentage that corresponds to the Corporation's percentile ranking for
the Applicable Performance Period in the following table, times (y) the
number of shares subject to the original Award.

      Percentile Ranking           Percent of Award
      Versus Peer Group            That Accelerates

      Below 50th                         0%
      At or above 50th but less than 60th   25%
      At or above 60th but less than 70th   50%
      At or above 70th but less than 80th   75%
      At or above 80th                 100%
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      6.  CONTINUANCE OF SERVICE.  The grant of an Award shall not confer
upon the Employee any right with respect to the continuation of his
employment by or service to the Corporation or any Subsidiary or alter or
interfere in any way with any rights of the Corporation or of any
Subsidiary at any time to terminate such employment or service or to
change the compensation of the Employee or other terms of his employment
or service; and neither shall these terms alter or in any way affect the
rights of the Company or the Employee under any other written agreement
between them, except as expressly provided herein.

      7.  ADJUSTMENTS UPON SPECIFIED EVENTS.  Upon the occurrence of
certain events relating to the Corporation's stock contemplated by Section
6.2 of the Plan (other than a Stock Dividend), the Administrator shall
make adjustments if appropriate in the number and kind of securities that
may become vested under an Award.  If any adjustment shall be made under
Section 6.2 of the Plan or an Event described in Section 7.19(ii) of the
Plan shall occur and the shares of Restricted Stock are not fully vested
upon such Event or prior thereto, the restrictions applicable to such
shares of Restricted Stock shall continue in effect with respect to any
consideration or other securities (the "Restricted Property"), other than
a Stock Dividend, received in respect of such Restricted Stock.  Such
Restricted Property shall vest at such times and in such proportion as the
shares of Restricted Stock to which the Restricted Property is
attributable vest, or would have vested pursuant to the terms hereof if
such shares of Restricted Stock had remained outstanding.  To the extent
that the Restricted Property includes any cash, such cash shall be
invested, pursuant to policies established by the Administrator, in
interest bearing, FDIC-insured (subject to applicable insurance limits)
deposits of Great Western Bank or another depository institution selected
by the Administrator, the earnings on which shall be added to and become a
part of the Restricted Property.

      8.    LIMITATIONS ON ACCELERATION AND REDUCTION IN BENEFITS IN EVENT
            OF TAX LIMITATIONS.

       (a)  LIMITATION ON ACCELERATION.  Notwithstanding anything
contained herein or in the Plan or the terms of any employment agreement
to the contrary, in no event shall the vesting of any share of Restricted
Stock be accelerated pursuant to Section 6.3 of the Plan or Section 3(c)
hereof or the terms of any agreement if the Corporation would not be
allowed a federal income tax deduction for such vesting because of Section
280G of the Code and, in such circumstances, the restricted shares not
subject to acceleration will continue to vest in accordance with the other
provisions hereof. 
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      (b)  REDUCTION IN BENEFITS. If the Employee would be entitled to
benefits, payments or coverage hereunder and under any other plan, program
or agreement which would constitute "parachute payments," then
notwithstanding any other provision hereof or of any other existing
agreement to the contrary, the Employee Participant may by written notice
to the Secretary of the Corporation designate the order in which such
"parachute payments" shall be reduced or modified so that the Corporation
is not denied federal income tax deductions for any "parachute payments"
because of Section 280G of the Code.  

      (c)  DETERMINATION OF LIMITATIONS.   The term "parachute payments"
shall have the meaning set forth in and be determined in accordance with
Section 280G of the Code and regulations issued thereunder.  All
determinations required by this Section 8, including without limitation
the determination of whether any benefit, payment or coverage would
constitute a parachute payment, the calculation of the value of any
parachute payment and the determination of the extent to which any
parachute payment would be nondeductible for federal income tax purposes
because of Section 280G of the Code, shall be made by an independent
accounting firm (other than the Corporation's outside auditing firm)
having nationally recognized expertise in such matters selected by the
Administrator.  Any such determination by such accounting firm shall be
binding on the Corporation and the Employee Participant.

      9.  COMPLIANCE; APPLICATION OF SECURITIES LAWS.  

      No shares of Common Stock shall be delivered, no restricted shares
shall vest, and (subsequent to vesting) no shares shall be offered for
sale by the holder unless and until any then applicable requirements of
the Securities and Exchange Commission (the "Commission") or any other
regulatory agency having jurisdiction and any exchanges upon which the
Common Stock may be listed shall have been fully satisfied.  Upon the Cor-
poration's request, the Participant, or any other person entitled to such
shares of Common Stock pursuant to the Award, shall provide a written
assurance of compliance (or representations reasonably requested by the
Corporation to assure such compliance) satisfactory to the Corporation.  

      The Administrator may impose such additional conditions on the Award
or on its acceleration or vesting or on the payment of any related tax or
withholding obligation as in its sole discretion may be required or
advisable to satisfy any applicable legal or regulatory requirements,
including, without limitation, provisions necessary to avoid liability
under Section 16 of the Exchange Act or to secure benefits of Rule 16b-3
(or any successor rule) promulgated by the Commission pursuant to the
Exchange Act.
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      10.  TAX WITHHOLDING.  

      The Corporation shall be entitled to require deduction from other
compensation payable to the Employee of any sums required by federal,
state or local tax law to be withheld with respect to the vesting of any
Award, but, in the alternative, (i) the Corporation may require the
Employee or other person in whom the Award may vest to advance such sums
in cash, or (ii) the Corporation may allow the Employee or other person in
whom the Award vests to irrevocably elect, in such manner and at such time
or times prior to any applicable Tax Date as may be permitted or required
under Section 6.6 of the Plan and rules established by the Administrator,
to have the Company withhold and reacquire shares of Restricted Stock at
the time of vesting to satisfy any withholding obligations of the Company
employing the Employee with respect to such vesting.  An election to have
shares so held back and reacquired shall be subject to approval of the
Administrator and shall not be available if the Employee has made an
election pursuant to Section 83(b) of the Code with respect to such Award. 

      11.  DELIVERY OF SHARES.  Vested shares and any amounts deliverable
pursuant to the Award shall be delivered and paid only to the Employee or
the Employee's Beneficiary or Personal Representative, as the case may be. 

      12.  NOTICES.  Any notice to be given under the terms of the Plan,
these General Provisions or an Award Agreement shall be in writing and
addressed to the Corporation at its principal executive office, to the
attention of the Corporate Secretary and to the Employee at the address
given beneath the Employee's signature to the Award Agreement, or at such
other address as either party may thereafter designate in writing to the
other.

      13.  ADMINISTRATION OF AWARDS.  

      (a)  POWERS OF ADMINISTRATION.  The Administrator's authority under
Article II of the Plan to interpret and make decisions affecting all
Awards extends to these General Provisions and all Awards that incorporate
them by reference.  Without limiting the generality of the foregoing, but
subject to the limitations of the Plan, the Administrator shall have the
responsibility for carrying out the intents and purposes of these General
Provisions and related Restricted Stock Awards and shall have all powers
necessary to accomplish those purposes, including, but not by way of
limitation, the following:  (i) to construe, interpret and administer the
General Provisions and Award Agreements; (ii) to make all determinations
required by these General Provisions; (iii) to collect and interpret such
reported results of and other information regarding Peer Group entities
and the Corporation as the Administrator may deem advisable or
appropriate, or to utilize such other readily available information as it  
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may deem advisable or appropriate, with respect to determinations made
hereunder; (iv) to determine, compute and certify the extent of vesting
and the amount of any other benefits payable to Employee Participants
hereunder; (v) to delete, add or substitute any member(s) of the Peer
Group in such circumstances as the Administrator deems advisable during
any Applicable Performance Period or from one Applicable Performance
Period to another, if, in the case of a removal, the Administrator
determines that any member's circumstances are such, or an event has
occurred, that makes it inappropriate or impractical to retain the entity
as a member of the Peer Group or, in the case of an addition or
substitution, the Administrator determines that the new member is similar
in stature, financial performance, financial condition or other qualities
to those companies previously included in the Peer Group, provided,
however, that if a Peer Group member has initiated or become the subject
of a material announced merger, takeover or other change in control
proposal that in the opinion of the Administrator has or may have a
material effect upon the determination of such member's Total Shareholder
Return for any Applicable Performance Period, the Administrator shall
remove such member from the Peer Group, subject to reinstatement of such
member to the Peer Group if such proposed transaction is not consummated
or if in the discretion of the Administrator any price distortion created
by such announcement has abated; and (vi) to, in determining the
performance of each relevant entity, make such adjustments as it deems
appropriate and equitable in its discretion to reflect changes in
capitalization and similar corporate changes affecting the Corporation or
any Peer Group entity.  In making any discretionary changes or other
adjustments hereunder or under the Plan, the Administrator need not make
the same adjustments or confer the same benefits on all holders of
Restricted Stock.

      (b)  NO LIABILITY OF ADMINISTRATOR.  The determination of the
Administrator in good faith as to any disputed question or controversy
shall be binding and conclusive.  In performing its duties, the
Administrator shall be entitled to rely on information, opinions, reports
or statements prepared or presented by:  (i) officers or employees of the
Company whom the Administrator believes to be reliable and competent as to
such matters; and (ii) counsel (who may be employees of the Company),
accountants and other persons as to matters which the Administrator
believes to be within such persons' professional or expert competence. 
The Administrator shall be fully protected with respect to any action
taken or omitted by it in good faith pursuant to the advice of such
persons.  Neither the Company, the Administrator nor any member of the
Administrator or the Board of Directors shall be liable to any Employee
Participant for any act or omission of any member or for any act or
omission on its, his or her own part, excepting only for its, his or her
own willful misconduct.
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Acknowledged:            GREAT WESTERN FINANCIAL CORPORATION 



James F. Montgomery         By J. Lance Erikson      

                            Its Executive Vice President



Approved as to form:




Charles D. Miller       
Chairman of the Compensation Committee<PAGE>
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                                SCHEDULE 1


                       INITIAL PEER GROUP COMPANIES
                    (AS REVISED THROUGH APRIL 25, 1995)




    Savings & Loans                       Banks             

1 Coast Savings Financial      1 Banc One Corp
2 Dime Savings Bank of NY      2 Bank of Boston Corp
3 Firstfed Michigan Corp       3 Bank of New York Co.
4 Golden West Financial Corp   4 Bankamerica 
5 H. F. Ahmanson               5 Bankers Trust New York Corp
                               6 Barnett Banks
                               7 Chase Manhattan Corporation
 8 Chemical Banking Corp 
 9 Citicorp
 10 First Bank System
 11 First Chicago Corp
 12 First Fidelity Bancorp
 13 First Interstate Bancorp
 14 First Union Corp
 15 Wachovia Corp
 16 Fleet/Norstar Financial Corp
 17 J. P. Morgan & Co.
 18 Mellon Bank Corp
 19 NationsBank Corp 
 20 NBD Bancorp
 21 Northwest Bancorp
 22 PNC Financial Corp
 23 Republic NY Corp
 24 Suntrust Banks
 25 Wells Fargo & Co.