<PAGE>
 
                                                                     EXHIBIT 3.2
                                                                     -----------

                 BY-LAW AMENDMENT ADOPTED AS OF APRIL 9, 1997

      Section 2 of the By-laws shall be amended by replacing the first sentence 
thereof with the following sentence:

          The annual meeting of the stockholders of the Corporation shall be 
          held on the fourth Tuesday in April in each year, or on a date within 
          14 days therof, at such time and place, within or without the State of
          Delaware, as may be specified in the notice thereof, as shall be fixed
          by the Board of Directors, for the purpose of electing directors and 
          for the transaction of only such other business as is properly brought
          before such meeting in accordance with these by-laws.

                 BY-LAW AMENDMENTS ADOPTED AS OF APRIL 10, 1997

     Section 6 of the By-laws shall be amended by replacing the first sentence 
     thereof with the following three sentences:

          The holders of a majority of the stock of the Corporation having
          voting power present in person or by proxy shall constitute a quorum.
          In the event a quorum is not present, the presiding officer at the
          meeting or the stockholders present, although less than a quorum,
          shall have the power to adjourn or postpone such meeting from time to
          time without notice.  In the event that a quorum is present, the
          presiding officer shall not take any action to adjourn such meeting
          until all business properly brought before such meeting has been acted
          upon by the stockholders of the Corporation.

     The By-laws shall be amended by adding a new Section 25 thereto which reads
     in its entirety as follows:

          Section 25.  Neither this Section 25 nor any of the By-law provisions
          added or changed by consent of stockholders as contemplated by the
          Consent Statement dated March 3, 1997, provided by H.F. Ahmanson &
          Company, may be amended or repealed without the affirmative vote of
          the holders of a majority of the stock of the Corporation having
          voting power.
<PAGE>
 
                                    BYLAWS

                                      OF

                      GREAT WESTERN FINANCIAL CORPORATION

                 (Formerly Known as Great Western Corporation)

                         (As Amended Through 4/10/97)



                    SECTION 1.  In addition to its principal office in the State
               of Delaware, the Corporation may also have offices at such other
               places within or without the State of Delaware as the Board of
               Directors shall from time to time determine.


Amended                  SECTION 2.  The annual meeting of the stockholders of 
9/26/89, 6/27/95    the Corporation shall be held on the fourth Tuesday 
and 4/9/97          in April in each year or on a date within 14 days thereof,
                    at such time and place, within or without the State of
                    Delaware, as may be specified in the notice thereof, as
                    shall be fixed by the Board of Directors, for the purpose of
                    electing directors and for the transaction of only such
                    other business as is properly brought before such meeting in
                    accordance with these by-laws.  If any annual meeting shall
                    not be held on the day designated or the directors shall not
                    have been elected thereat or at any adjournment thereof,
                    thereafter the Board shall cause a special meeting of the
                    stockholders to be held as soon as practicable for the
                    election of directors.  At such special meeting the
                    stockholders may elect directors and transact other business
                    with the same force and effect as at an annual meeting of
                    the stockholders duly called and held.
<PAGE>
 
Amended                  SECTION 3. Special meetings of the stockholders of the
9/26/89             Corporation may be held, within or without the State of
                    Delaware, upon notice given by or at the direction of the
                    Board of Directors. Such notice shall state the time, place
                    and purposes of meeting.


Amended                  SECTION 4. In order to be properly brought before any
9/26/89 and         meeting of the stockholders held and pursuant to Section 2, 
6/27/95             business (including the election of directors) must be (a)
                    specified in the notice of meeting (or any supplement
                    thereto) given by or at the direction of the board, (b)
                    otherwise properly brought before the meeting by or at the
                    direction of the Board, or (c) otherwise properly brought
                    before the meeting by a stockholder. In addition to any
                    other applicable requirements, in order for any such
                    business to be properly brought before the meeting by a
                    stockholder, the stockholder must have given timely notice
                    thereof in writing to the Secretary of the Corporation. In
                    order to be timely, a stockholder's notice must be delivered
                    to or mailed and received at the principal executive offices
                    of the Corporation, not less than 60 days nor more than 90
                    days prior to the anniversary date of the immediately
                    preceding annual meeting of stockholders; provided, however,
                    that in the event that the annual meeting is called for a
                    date that is not within the 30 days before or after such
                    anniversary date, notice by the stockholder in order to be
                    timely must be so received not later than the close of
                    business on the 15th day following the day on which such
                    notice of the date of the annual meeting was mailed or such
                    public disclosure of the date of the meeting was made,
                    whichever first occurs.  A stockholder's notice to the
                    Secretary shall set forth as to each matter the stockholder
                    proposes to bring before the meeting (i) a brief description
                    of the business desired to be brought before the annual
                    meeting and the reasons for conducting such business at the
                    meeting, (ii) the name and record address of the stockholder
                    proposing such business, (iii) the class and number of
                    shares of the Corporation which are beneficially owned by
                    the stockholder, and (iv) any material interest of the
                    stockholder in such business.


Amended                  SECTION 5. Notice of the time and place of every
6/27/95             meeting of stockholders and of the business to be acted on
                    at such meeting shall be mailed by the Secretary or the
                    officer performing his duties, at least ten days before the
                    meeting, to each stockholder of record having voting power
                    and entitled to such notice at his last known post office
                    address; provided, however, that if a stockholder be present
                    at a meeting, or in writing waive notice thereof before or
                    after the meeting, notice of the meeting to such stockholder
                    shall be unnecessary. Any previously scheduled meeting of
                    the stockholders may be postponed, and (unless the
                    Certificate of Incorporation otherwise provides) any special
                    meeting of the stockholders may be canceled, by resolution
                    of the
<PAGE>
 
                    Board upon public notice given prior to the date previously
                    scheduled for such meeting of stockholders.


Amended                  SECTION 6.  The holders of a majority of the stock
6/24/86, 3/08/94,   of the Corporation having voting power present in person or
6/27/95 and 4/10/97 by proxy shall constitute a quorum.  In the event a quorum
                    is not present, the presiding officer at the meeting or the
                    stockholders present, although less than a quorum, shall
                    have the power to adjourn or postpone such meeting from time
                    to time without notice.  In the event that a quorum is
                    present, the presiding officer shall not take any action to
                    adjourn such meeting until all business properly brought
                    before such meeting has been acted upon by the stockholders
                    of the Corporation. The holders of a majority of the stock
                    present and entitled to vote at a duly qualified meeting of
                    stockholders shall have power to act; unless the matter is
                    one as to which a different vote is specified by applicable
                    law or regulation (other than Section 216 of the Delaware
                    General Corporation Law), in which case the different vote
                    so specified by such law or regulation shall apply.  The
                    foregoing provisions of this Section 6 each shall be subject
                    the voting rights of holders of any Preferred Stock of the
                    Corporation and any quorum requirements related thereto.


                         SECTION 7.  At every meeting of stockholders each
                    stockholder entitled to vote thereat shall be entitled to
                    one vote for each share of stock held by him and may vote
                    and otherwise act in person or by proxy; but no proxy shall
                    be voted upon more than one year after its date unless such
                    proxy provides for a longer period.


Amended                  SECTION 8.  At least ten days before each election of
3/21/67             directors a complete list of the stockholders entitled to
                    vote at such election, arranged in alphabetical order and
                    showing the address and the number of shares registered in
                    the name of each stockholder, shall be made and filed either
                    at a place within the city where the election is to be held
                    and which place shall be specified in the notice of the
                    meeting at which such election is to take place, or if not
                    so specified, at the place where such meeting is to be held.
                    Such list shall be open to the examination of any
                    stockholder during ordinary business hours for a period of
                    at least ten days prior to such election at the place so
                    filed.  Such list shall be produced and kept at the time and
                    place of such election and be subject to inspection by any
                    stockholder.
<PAGE>
 
Amended                  SECTION 9.  Certificates of stock shall be of such form
4/20/71 and         and device as the Board of Directors and may elect and 
5/28/91             shall be signed by the Chairman of the Board, the President
                    or a Vice President and the Treasurer or an Assistant
                    Treasurer or the Secretary or an Assistant Secretary, but in
                    case any such Certificate is countersigned by a transfer
                    agent, other than the Corporation or its employee, or by a
                    registrar, other than the Corporation or its employee, any
                    other signature on such certificate may be a facsimile,
                    engraved, stamped or printed.


                         SECTION 10.  The stock of the Corporation shall be
                    transferable or assignable only on the books of the
                    Corporation by the holders in person, or by attorney, on the
                    surrender of the certificates therefor.  The Board of
                    Directors may appoint one or more transfer agents and
                    registrar of the stock.


Amended                  SECTION 11.  The Board of Directors shall have the
11/19/68 and        power to close the stock transfer books of the Corporation
2/20/97             for a period not exceeding sixty (60) days preceding the
                    date of any meeting of stockholders, or the date for payment
                    of any dividend, or the date for the allotment of rights, or
                    the date when any change or conversion or exchange of
                    capital stock shall go into effect.  In lieu of closing the
                    stock transfer books as aforesaid, the Board of Directors is
                    hereby authorized to fix in advance, a date, not exceeding
                    sixty (60) days preceding the date of any meeting of
                    stockholders or the date for the payment of any dividend or
                    the date for the allotment of rights, or the date when any
                    change or conversion or exchange of capital stock shall go
                    into effect, as a record date for the determination of the
                    stockholders entitled to notice of and to vote at, any such
                    meeting, or entitled to receive payment of any such
                    dividends, or to any such allotment of rights, or to
                    exercise the rights in respect of any such change,
                    conversion or exchange of capital stock, and in such case
                    such stockholders and only such stockholders as shall be
                    stockholders of record on the date so fixed shall be
                    entitled to such notice of, and to vote at, such meeting or
                    to receive payment of such dividend, or to receive such
                    allotment of rights, or to exercise such rights, as the case
                    may be, notwithstanding any transfer of any stock on the
                    books of the Corporation.

                         Notwithstanding any inconsistent provision which may be
                    contained in these By-Laws, in order that the Corporation
                    may determine the stockholders entitled to consent to
                    corporate action in writing without a meeting, the Board of
                    Directors may fix a record date, which record date shall not
                    precede the date on which the resolution fixing the record
                    date is adopted by the Board of Directors, and which date
                    shall not be more than ten days after the date upon which
                    the resolution fixing the record date is adopted by the
                    board of Directors.  Any stockholder of record seeking to
                    have the stockholders
<PAGE>
 
                    authorize or take corporate action by written consent shall,
                    by written notice to the Secretary, request the Board of
                    Directors to fix a record date.  The Board of Directors
                    shall promptly, but in all events within ten days after the
                    date on which such a request is received, adopt a resolution
                    fixing the record date.  If no record date has been fixed by
                    the Board of Directors within ten days of the date upon
                    which such a request is received, the record date for
                    determining stockholders entitled to consent to corporate
                    action in writing without a meeting, when no prior action by
                    the Board of Directors is required by applicable law, shall
                    be the first date on which a signed written consent setting
                    forth the action taken or proposed to be taken is delivered
                    to the Corporation by delivery to its registered office in
                    the State of Delaware, its principal place of business, or
                    any officer or agent of the Corporation having custody of
                    the book in which proceedings of stockholders' meetings are
                    recorded, to the attention of the Secretary of the
                    Corporation.  Delivery shall be by hand or by certified or
                    registered mail, return receipt requested. If no record date
                    has been fixed by the Board of Directors and prior action by
                    the Board of Directors is required by applicable law, the
                    record date for determining stockholders entitled to consent
                    to corporate action in writing without a meeting shall be at
                    the close of business on the date on which the Board of
                    Directors adopts the resolution taking such prior action.


Amended                  SECTION 12.  The affairs of the Corporation shall be
9/26/89, 5/28/91,   managed by a Board consisting of such number of directors 
3/23/93 and         as shall be determined from time to time by resolution of a 
6/27/95             majority of the number of directors constituting the entire
                    Board of Directors at such time, and in the absence of such
                    determination, the number of directors shall be twelve.  The
                    directors shall be divided into three classes as nearly
                    equal in number as possible and the members of each class
                    shall be elected for a term of three years by the
                    stockholders entitled to vote at such election, and each
                    director so elected shall hold office until his or her
                    successor is duly elected and qualified, or until his or her
                    death, or until he or she shall resign or be removed from
                    office.  Any director or the entire Board of Directors may
                    be removed, but only for cause, and the vacancies may be
                    filled in accordance with Article NINTH of the Corporation's
                    Certificate of Incorporation.

                         Only persons who are nominated in accordance with the
                    following procedures shall be eligible for election as
                    directors at any meeting of stockholders.  Nominations of
                    persons for election to the Board of Directors of the
                    Corporation at the annual meeting or any meeting called for
                    the purpose of electing directors may be made at a meeting
                    of stockholders by or at the direction of the Board of
                    Directors by any nominating committee or person appointed by
                    the Board or by any stockholder of the Corporation entitled
                    to vote for the election of directors at the meeting who
                    complies with the notice procedures set forth in this
                    Section 12.
<PAGE>
 
                         In addition to any other applicable requirements, such
                    nominations, other than those made by or at the direction of
                    the Board of Directors, shall be made pursuant to timely
                    notice in writing to the Secretary of the Corporation. In
                    order to be timely, a stockholder's notice must be delivered
                    to or mailed and received at the principal executive offices
                    of the Corporation, not less than 60 days nor more than 90
                    days prior to the anniversary date of the immediately
                    preceding annual meeting of stockholders; provided, however,
                    that in the event that the annual meeting is called for a
                    date that is not within the 30 days before or after such
                    anniversary date, notice by the stockholder in order to be
                    timely must be so received not later than the close of
                    business on the 15th day following the day on which such
                    notice of the date of the annual meeting was mailed or such
                    public disclosure of the date of the meeting was made,
                    whichever first occurs. Such stockholder's notice to the
                    Secretary shall contain (a) as to each person whom the
                    stockholder proposes to nominate for election or reelection
                    as a director, (i) that person's consent to such nomination,
                    (ii) the name, age, business address and residence address
                    of the person, (iii) the principal occupation or employment
                    of the person, and (iv) the class and number of shares of
                    capital stock of the Corporation which are beneficially
                    owned by the person and (b) as to the stockholder giving the
                    notice (i) the name and record address of the stockholder
                    and (ii) the class and number of shares of capital stock of
                    the Corporation which are beneficially owned by the
                    stockholder.  The Corporation may require any proposed
                    nominee to furnish such other information as may reasonably
                    be required by the Corporation to determine the eligibility
                    of such proposed nominee to serve as director of the
                    Corporation.  No person shall be eligible for election as a
                    director of the Corporation unless nominated in accordance
                    with the procedures set forth herein.

                         The Chairman of the meeting shall, if the facts
                    warrant, determine and declare to the meeting that the
                    nomination was not made in accordance with the foregoing
                    procedure, and if he should so determine, shall so declare
                    to the meeting and the defective nomination shall be
                    disregarded.


Amended                  SECTION 13.  Meetings of the Board of Directors shall
8/16/66             be held at the times fixed by resolutions of the Board or
                    upon call of the Chairman of the Board or of the President
                    or any five directors and may be held outside the State of
                    Delaware.  The Secretary or officer performing his duties
                    shall give reasonable notice (which shall not in any event
                    be less than five (5) days) of all meetings of directors,
                    provided that a meeting may be held without notice
                    immediately after the annual election, and notice need not
                    be given of regular meetings held at times fixed by
                    resolution of the Board.  Meetings may be held at any time
                    without notice if all the directors are present or if those
                    not present waive notice either before or after the meeting.
                    Notice by mail or telegraph to the
<PAGE>
 
                    usual business or residence address of the directors not
                    less than the time above specified before the meeting shall
                    be sufficient.  One-half of the total number of directors,
                    but not less than five shall constitute a quorum for the
                    transaction of business and the act of a majority of the
                    directors present at any meeting at which a quorum is
                    present shall be the act of the Board of Directors. Less
                    than such a quorum shall have power to adjourn any meeting
                    from time to time without notice.


Amended                  SECTION 14.  (a)  Any person who was or is a party or
7/22/86             is threatened to be made a party to any threatened, pending
                    or completed action, suit or proceeding, whether civil,
                    criminal, administrative or investigative (other than an
                    action by or in the right of this Corporation) by reason of
                    the fact that he is or was or has agreed to become a
                    director, officer, employee or agent of this Corporation, or
                    is or was serving or has agreed to serve at the request of
                    this Corporation as a director, officer, employee or agent
                    of another corporation, partnership, joint venture, trust or
                    other enterprise, or by reason of any action alleged to have
                    been taken or omitted in such capacity, shall be indemnified
                    by this Corporation against costs, charges, expenses
                    (including attorneys' fees), judgments, fines and amounts
                    paid in settlement actually and reasonably incurred by him
                    in connection with such action, suit or proceeding and any
                    appeal therefrom, if he acted in good faith and in a manner
                    he reasonably believed to be in or not opposed to the best
                    interests of this Corporation, and, with respect to any
                    criminal action or proceeding, had no reasonable cause to
                    believe his conduct was unlawful.  The termination of any
                    action, suit or proceeding by judgment, order, settlement,
                    conviction, or upon a plea of nolo contendere or its
                    equivalent, shall not, of itself, create a presumption that
                    the person did not act in good faith and in a manner which
                    he reasonably believed to be in or not opposed to the best
                    interests of this Corporation, and, with respect to any
                    criminal action or proceeding, had reasonable cause to
                    believe that his conduct was unlawful.

                    (b)  Any person who was or is a party or is threatened to be
                    made a party to any threatened, pending or completed action,
                    suit, proceeding or investigation by or in the right of this
                    Corporation to procure a judgment in its favor by reason of
                    the fact that he is or was or has agreed to become a
                    director, officer, employee or agent of this Corporation, or
                    is or was serving or has agreed to serve at the request of
                    this Corporation as a director, officer, employee, or agent
                    of another corporation, partnership, joint venture, trust or
                    other enterprise, or by reason of any action alleged to have
                    been taken or omitted in such capacity, shall be indemnified
                    by this Corporation against costs, charges and expenses
                    (including attorneys' fees) actually and reasonably incurred
                    by him in connection with the defense or settlement of such
                    action or suit and any appeal therefrom, if he acted in good
                    faith and in a manner he reasonably believed to be in or not
                    opposed to the best interest of this Corporation, except
<PAGE>
 
                    that no indemnification shall be made in respect of any
                    claim, issue or matter as to which such person shall have
                    been adjudged to be liable for negligence or misconduct in
                    the performance of his duty to this Corporation unless and
                    only to the extent that the Court of Chancery of Delaware or
                    the court in which such action or suit was brought shall
                    determine upon application that, despite the adjudication of
                    such liability but in view of all the circumstances of the
                    case, such person is fairly and reasonably entitled to
                    indemnity for such costs, charges and expenses which the
                    Court of Chancery of Delaware or such other court shall deem
                    proper.

                    (c)  Notwithstanding the other provisions of this Section,
                    to the extent that a director, officer, employee or agent of
                    this Corporation has been successful on the merits or
                    otherwise in defense of any action, suit or proceeding
                    referred to in subsections (a) and (b) of this Section, or
                    in defense of any claim, issue or matter therein, he shall
                    be indemnified against all costs, charges and expenses
                    (including attorneys' fees) actually and reasonably incurred
                    by him in connection therewith.

                    (d)  Any indemnification under subsections (a) and (b) of
                    this Section (unless otherwise ordered by a court) shall be
                    made by this Corporation only as authorized in the specific
                    case upon a determination that indemnification of the
                    director, officer, employee or agent is proper in the
                    circumstances because he has met the applicable standard of
                    conduct set forth in subsections (a) and (b) of this
                    Section.  Such determination shall be made (1) by the Board
                    of Directors by a majority vote of a quorum consisting of
                    directors who are not parties to such action, suit or
                    proceeding, or (2) if such a quorum is not obtainable, or,
                    even if obtainable, a quorum of disinterested directors so
                    directs, by independent legal counsel in a written opinion,
                    or (3) by the stockholders, or (4) if a Change in Control
                    has occurred and the director, officer, employee or agent
                    seeking indemnification so requests, in a written opinion
                    rendered by independent legal counsel chosen by the person
                    requesting indemnification and not reasonably objected to by
                    the Board of Directors.  For purposes of subclause (4) of
                    this subsection (d), "independent legal counsel" shall mean
                    legal counsel other than an attorney, or a firm having
                    associated with it an attorney, who has been retained by or
                    who has performed substantial services for either this
                    Corporation or the person seeking indemnification within the
                    past five years. The Corporation shall pay the fees of the
                    independent legal counsel.  For purposes of this subsection
                    (d), a "Change in Control" shall be deemed to have occurred
                    if (i) any person (as such term is used in Sections 13(d)
                    and 14(d)(2) of the Securities Exchange Act of 1934, as
                    amended (the "1934 Act") is or becomes the beneficial owner
                    (as defined in Rule 13d-3 under the 1934 act), directly or
                    indirectly, of securities of this Corporation representing
                    25% or more of the combined voting power of this
                    Corporation's then outstanding securities in a transaction
                    not approved by the Board of Directors sitting immediately
                    prior to such acquisition, (ii) this Corporation is a party
                    to a
<PAGE>
 
                    merger, consolidation, sale of assets or other
                    reorganization, or proxy contest, as a consequence of which
                    members of the Board of Directors sitting immediately prior
                    to such transaction or event constitute less than five-
                    sixths of the Board of Directors thereafter, or (iii) during
                    the immediately preceding four years, individuals who at the
                    beginning of such period constituted the Board of Directors
                    cease for any reason to constitute at least a majority
                    thereof, unless the election of each director who was not a
                    director at the beginning of the period was approved by a
                    vote of at least two-thirds of the directors then still in
                    office who were directors at the beginning of the period.

                    (e)  Costs, charges and expenses (including attorney's fees)
                    incurred by a person referred to in subsections (a) and (b)
                    of this Section in defending a civil or criminal action,
                    suit or proceeding shall be paid promptly by this
                    Corporation in advance of the final determination of such
                    action, suit or proceeding; provided, however, that the
                    payment of such costs, charges and expenses incurred by a
                    director or officer in his capacity as a director or officer
                    (and not in any other capacity in which service was or is
                    rendered by such person while a director or officer) in
                    advance of the final disposition of such action, suit or
                    proceeding shall be made only upon receipt of an undertaking
                    by or on behalf of the director or officer to repay all
                    amounts so advanced in the event that it shall ultimately be
                    determined that such director or officer is not entitled to
                    be indemnified by this Corporation as authorized by the
                    Section.  Such costs, charges and expenses incurred by other
                    employees and agents may be so paid upon such terms and
                    conditions, if any, as the Board of Directors deems
                    appropriate.

                    (f)  The indemnification provided by this Section shall not
                    be deemed exclusive of any other rights to which a person
                    seeking indemnification may be entitled under any law
                    (common or statutory), agreement, vote of stockholders or
                    disinterested directors or otherwise, both as to action in
                    his official capacity and as to action in another capacity
                    while holding office or while employed by or acting as agent
                    for this Corporation, it being the policy of this
                    Corporation that indemnification of the persons specified in
                    subsections (a) and (b) of this Section shall be made to the
                    full extent permitted by applicable law.  The
                    indemnification provided by this Section shall continue as
                    to a person who has ceased to be a director, officer,
                    employee or agent, and shall inure to the benefit of the
                    estate, heirs, executors and administrators of such person.
                    All rights to indemnification under this Section shall be
                    deemed to be a contract between this Corporation and each
                    director, officer, employee or agent of this Corporation who
                    serves or served in such capacity at any time while this
                    Section is in effect.  Any repeal or modification of this
                    Section or any repeal or modification of relevant provisions
                    of the Delaware General Corporation Law or any other
                    applicable law shall not in any way diminish any rights to
                    indemnification of such director, officer, employee or agent
                    or the obligation of this Corporation arising hereunder.
<PAGE>
 
                    (g)  If this Section or any portion hereof shall be
                    invalidated on any ground by any court of competent
                    jurisdiction, then this Corporation shall nevertheless
                    indemnify each director, officer, employee and agent of this
                    Corporation as to costs, charges and expenses (including
                    attorneys' fees), judgments, fines and amounts paid in
                    settlement with respect to any action, suit or proceeding,
                    whether civil, criminal, administrative or investigative,
                    including, without limitation, any action by or in the right
                    of this Corporation, to the full extent permitted by any
                    applicable portion of this Section that shall not have been
                    invalidated and to the full extent permitted by applicable
                    law.


Amended                  SECTION 15.  The Board of Directors, as soon as may be 
4/21/81, 3/23/93,   after the election of directors in each year, shall appoint 
and 4/19/95         one of their number Chairman of the Board and one of their 
effective 12/28/95  number President of the Company, and may also appoint one
                    or more Executive Vice-Presidents, Senior Vice Presidents,
                    First Vice Presidents and Vice-Presidents, a Secretary and a
                    Treasurer.  The Board of Directors may from time to time
                    appoint one of their number as Vice-Chairman and may appoint
                    such other officers as they deem appropriate.  Any person
                    may hold more than one office, except that same person may
                    not hold more than one of the offices of President and
                    Secretary.  The Chairman so appointed shall not in such
                    capacity be considered an officer of this Corporation.


                         SECTION 16.  The term of office of all officers shall
                    be until the next election of directors and until their
                    respective successors are chosen and qualified, or until
                    they shall die or resign but any officer may be removed from
                    office at any time by the Board of Directors.  Vacancies in
                    any office may be filled by the Board at any meeting.


                         SECTION 17.  The officers of the Company shall have
                    such powers and duties as usually pertain to their offices,
                    except as modified by the Board of Directors, and shall also
                    have such powers and duties as may from time to time be
                    conferred upon them by the Board of Directors.


                         SECTION 18.  The Board of Directors is authorized to
                    select such depositaries as it shall deem proper for the
                    funds of the Corporation.  All checks and drafts against
                    such deposited funds shall be signed and countersigned by
                    persons to be specified by the Board of Directors.
<PAGE>
 
                         SECTION 19.  The President, or any Vice-President,
                    shall have authority to execute and deliver all contracts or
                    undertakings of the Corporation.


                         SECTION 20.  The corporation seal of the Corporation
                    shall be in such form as the Board of Directors shall
                    prescribe.


                         SECTION 21.  The fiscal year of the Corporation shall
                    be the calendar year.


                         SECTION 22.  Either the Board of Directors or the
                    stockholders may alter or amend these By-Laws at any meeting
                    duly held as above provided, the notice of which includes
                    notice of the proposed alteration or amendment.


Amended                  SECTION 23.  The Board of Directors may from time to
12/19/72            time appoint such number of Directors Emeritus as shall be
                    determined by the Board to be appropriate, who shall serve
                    until the next directors' meeting after the annual election.
                    Directors Emeritus shall be selected from individuals who
                    have previously served as Great Western Financial
                    Corporation directors and have not reached their 77th
                    birthday, and may serve more than one term.  The unanimous
                    vote of all directors present at a meeting shall be required
                    to elect a Director Emeritus, such vote to be taken by
                    secret written ballot. Such Directors Emeritus may attend
                    the meetings of the Board of Directors in an advisory
                    capacity, with the privilege of participating in all
                    discussions at such meetings, but without the power to vote.
                    Notices of all meetings sent to directors shall also be sent
                    to Directors Emeritus. Directors Emeritus shall be paid such
                    fees for attendance at meetings of the Board of Directors as
                    shall from time to time be determined by the Board.


Added                    SECTION 24.  The Board of Directors may impose
6/24/86             restrictions on transfer of securities of the Corporation
                    pursuant to the Rights Agreement, dated as of June 24, 1986,
                    by and between the Corporation and Morgan Guaranty Trust
                    Company of New York, as and to the extent required by such
                    Rights Agreement, as amended from time to time.


Added                    SECTION 25.  Neither this Section 25 nor any of the 
4/10/97             By-law provisions added or changed by consent of
                    stockholders as contemplated by the Consent Statement dated
                    March 3, 1997, provided by H.F. Ahmanson & 
<PAGE>
 
                    Company, may be amended or repealed without the affirmative
                    vote of the holders of a majority of the stock of the
                    Corporation having voting power.