<PAGE>


                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ----------------------
                                   FORM 10-K
                            ----------------------
(MARK ONE)

           |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1996

         |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from        to
                        Commission file Number 333-4026

                    FIRST NATIONWIDE (PARENT) HOLDINGS INC.
            (Exact name of registrant as specified in its charter)

                    DELAWARE                                 13-3778550
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                  Identification No.)

     38 EAST 63RD STREET, NEW YORK, NEW YORK                    10021
    (Address of principal executive offices)                 (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-572-8500
        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: N/A
        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: N/A

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. X Yes     No

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of the close of business on March 25, 1997: N/A.

     The number of shares outstanding of each of the registrant's classes of
$1.00 par value common stock, as of the close of business on March 25, 1997:
1,000 shares of common stock.

                     DOCUMENTS INCORPORATED BY REFERENCE:
                                     None

                                Page 1of pages
                           Exhibit index on page 154



<PAGE>



                    FIRST NATIONWIDE (PARENT) HOLDINGS INC.
                        1996 ANNUAL REPORT ON FORM 10-K

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                    PART I
                                                                                                               Page
                                                                                                               ----
<S>               <C>                                                                                          <C>


Item 1.           Business....................................................................................... 4
                     General..................................................................................... 4
                         First Nationwide (Parent) Holdings
                           General............................................................................... 5
                           Lending Activities....................................................................10
                           Non-performing Assets.................................................................18
                           Investment Activities.................................................................22
                           Sources of Funds......................................................................28
                           Other Activities......................................................................37
                           Dividend Policy.......................................................................42
                           Employees.............................................................................42
                           Competition...........................................................................42
                           Regulation of Parent Holdings.........................................................43
                           Regulation of the Bank................................................................44
                           Taxation..............................................................................52

                         Cal Fed and California Federal Bank
                           General...............................................................................54
                           Interest Rate Risk Management.........................................................55
                           Lending Activities....................................................................56
                           Loan Portfolio Risk Elements..........................................................64
                           Credit Loss Experience................................................................66
                           Real Estate Held for Sale.............................................................69
                           Investment Activities.................................................................70
                           Sources of Funds......................................................................73
                           Competition...........................................................................78
                           Subsidiaries..........................................................................79
                           Employees.............................................................................79
                           Taxation..............................................................................79
Item 2.           Properties.....................................................................................81
Item 3.           Legal Proceedings..............................................................................83
Item 4.           Submission of Matters to a Vote of Security Holders............................................83

                                                      PART II

Item 5.           Market for the Registrant's Common Equity and Related Stockholder Matters......................84
Item 6.           Selected Financial Data........................................................................85
Item 7.           Management's Discussion and Analysis
                      of Financial Condition and Results of Operations...........................................88
                         First Nationwide (Parent) Holdings
                           General...............................................................................88
                           Results of Operations.................................................................92
                           Provision for Federal and State Income Taxes.........................................101
                           Tax Effects of Dividend Payments by the Bank.........................................102
</TABLE>


                                                      Page 2

<PAGE>



                                      FIRST NATIONWIDE (PARENT) HOLDINGS INC.
                                          1996 ANNUAL REPORT ON FORM 10-K

                                                 TABLE OF CONTENTS
                                                    (CONTINUED)
<TABLE>
<CAPTION>
<S>               <C>                                                                                          <C>
                           Provision for Loan Losses............................................................102
                           Asset/Liability Management...........................................................103
                           Liquidity............................................................................106
                           Impact of Inflation and Changing Prices..............................................109
                           Problem and Potential Problem Assets.................................................110
                           Mortgage Banking Operations..........................................................114
                           Capital Resources....................................................................114

                         Cal Fed and California Federal Bank
                           Overview.............................................................................117
                           Net Interest Income..................................................................119
                           Asset/Liability Management...........................................................124
                           Problem and Potential Problem Assets.................................................126
                           Provision for Loan Losses............................................................130
                           Other Income.........................................................................132
                           Other Expenses.......................................................................133
                           Income Taxes.........................................................................135
                           Contingencies........................................................................135
                           Liquidity and Capital Resources......................................................135
                           Capital Requirements.................................................................138
                           Goodwill Litigation..................................................................139
Item 8.           Financial Statements and Supplementary Data...................................................141
Item 9.           Changes in and Disagreements with Accountants
                      on Accounting and Financial Disclosures...................................................141

PART III

Item 10.          Directors and Executive Officers of the Registrant............................................142
Item 11.          Executive Compensation........................................................................147
Item 12.          Security Ownership of Certain Beneficial Owners and Management................................149
Item 13.          Certain Relationships and Related Transactions................................................149

                                                      PART IV

Item 14.          Exhibits, Financial Statement Schedules and Reports on Form 8-K...............................154

Index to Financial Statements...................................................................................F-1

</TABLE>

                                    Page 3

<PAGE>



                                    PART I

ITEM 1.  BUSINESS

     First Nationwide (Parent) Holdings Inc. (the "Company" or "Parent
Holdings") is a holding company with no busines operations of its own. Parent
Holdings' only significant asset is its 80% ownership of the common stock of
First Nationwide Holdings Inc. ("FN Holdings"), a holding company which owns
all of the common stock of California Federal Bank, A Federal Savings Bank,
formerly First Nationwide Bank, A Federal Savings Bank ("First Nationwide" or
"Bank"). As such, Parent Holdings' principal business operations are conducted
by the Bank and its subsidiaries. Parent Holdings is a subsidiary of First
Gibraltar Holdings Inc. ("First Gibraltar Holdings"), an indirect subsidiary
of MacAndrews & Forbes Holdings Inc. ("MacAndrews Holdings").

     FN Holdings is 80% owned indirectly by MacAndrews Holdings, a corporation
wholly owned through Mafco Holdings Inc. ("Mafco Holdings" and together with
MacAndrews Holdings, "MacAndrews & Forbes") by Ronald O. Perelman, and is 20%
owned by Hunter's Glen/Ford, Ltd. ("Hunter's Glen"), a Texas limited
partnership controlled by Gerald J. Ford, the Chairman of the Board, Chief
Executive Officer and a director of the Bank.

     First Nationwide, formerly First Madison Bank, FSB ("First Madison") and
successor to First Gibraltar Bank, FSB ("First Gibraltar"), was organized and
chartered as a federal stock savings bank in December 1988 under the Home
Owners' Loan Act ("HOLA") to acquire substantially all of the assets and to
assume deposits, secured and certain other liabilities of five insolvent Texas
savings and loan associations ("Texas Closed Banks") from the FSLIC Resolution
Fund ("FSLIC/RF"), as successor to the Federal Savings and Loan Insurance
Corporation ("FSLIC").

     On January 3, 1997, First Nationwide Bank, A Federal Savings Bank merged
with and into California Federal Bank, A Federal Savings Bank, (the "Cal Fed
Acquisition"). Unless the context otherwise indicates, (i) "First Nationwide"
refers to First Nationwide Bank, A Federal Savings Bank prior to the
consummation of the Cal Fed Acquisition, (ii) "Cal Fed" and "California
Federal" refer to Cal Fed Bancorp Inc. and California Federal Bank, A Federal
Savings Bank, respectively, prior to the consummation of the Cal Fed
Acquisition and (iii) the "Bank" refers to California Federal Bank, A Federal
Savings Bank, the surviving entity after the consummation of the Cal Fed
Acquisition.

GENERAL

     The Company's operations are significantly influenced by general economic
conditions in the markets and geographic areas in which the Bank conducts its
business, the monetary and fiscal policies of the federal government and the
regulatory policies of certain governmental agencies. Deposit balances and the
cost of borrowings are influenced by interest rates on competing investments
and general market interest rates. The Company's loan volume and yields are
also impacted by market interest rates on loans, the supply of and demand for
housing, and the availability of funds.

     The Bank's principal business consists of operating retail deposit
branches and originating and/or purchasing residential real estate loans and,
to a lesser extent, certain consumer loans, and is conducted primarily in
California, Florida, Nevada and Texas. The Bank actively manages its
commercial real estate loans acquired through acquisitions and is active in
mortgage banking and loan servicing. These operating activities are financed
principally with customer deposits, secured short-term and long-term
borrowings, collections on loans, asset sales and retained earnings. Refer to
Note 23 of the Company's consolidated financial statements for additional
information about the Company's business segments.

     Revenues are derived from interest charged on loans, interest and
dividends received on securities and mortgage-backed securities, fees received
in connection with loan servicing, customer banking, securities brokerage and
other customer service transactions, and asset management fees. Expenses
primarily consist of interest on customer deposit accounts, interest on
short-term and long-term borrowings, general and administrative expenses
consisting of compensation and benefits, data processing, occupancy and
equipment, communications, deposit insurance assessments,

                                    Page 4

<PAGE>



advertising and marketing, professional fees and other general and
administrative expenses.

     The Bank is regulated by the Office of Thrift Supervision ("OTS") and the
Federal Deposit Insurance Corporation ("FDIC"), which, through the Savings
Association Insurance Fund ("SAIF"), insures the deposit accounts of the Bank.
The Bank is also a member of the Federal Home Loan Bank System ("FHLBS").

FIRST NATIONWIDE (PARENT) HOLDINGS

     As of December 31, 1996, Parent Holdings had assets totalling
approximately $16.6 billion. Also at December 31, 1996, First Nationwide had
deposits totalling approximately $8.5 billion, and operated retail branch
offices at 116 locations in three states.

     The Texas Closed Banks were purchased effective December 28, 1988
pursuant to five substantially similar acquisition agreements and an
assistance agreement ("Assistance Agreement") among the FSLIC/RF, First
Gibraltar, First Gibraltar Holdings and MacAndrews Holdings. Assets subject to
the Assistance Agreement are known as "Covered Assets." The Assistance
Agreement generally provided for guaranteed yield amounts to be paid on the
book value of the Covered Assets, and paid for 90% of the losses incurred upon
disposition of the Covered Assets ("Capital Loss Provision"). The remaining
10% not reimbursed, net of 10% of all asset recoveries and certain agreed-upon
Covered Asset disposition fees ("Shared Gain"), was known as the "FSLIC/RF
Reimbursement." In January 1992, certain provisions of the Assistance
Agreement were renegotiated and amended or modified. In connection with such
modification, First Gibraltar accrued the present value of the FSLIC/RF
Reimbursement over the life of the Assistance Agreement, resulting in a $60
million charge to operations in 1992.

     On December 31, 1992, First Gibraltar sold or otherwise transferred a
substantial portion of its business operations in Oklahoma, consisting of
approximately $3 million of loans and 27 branches with $809 million in
deposits in the First Gibraltar Oklahoma Sale. A gain of $19 million was
recorded in connection with this sale.

     On February 1, 1993, First Gibraltar sold to Bank of America Texas, N.A.
and BankAmerica Corporation (collectively, "BankAmerica") certain assets,
liabilities and substantially all of the branch operations of First Gibraltar
located in Texas consisting of approximately $829 million of loans and 130
branches with approximately $6.9 billion in deposits (the "BAC Sale"). A gain
of $141 million was recorded in connection with this sale. In anticipation of
the BAC Sale, management sold long-term interest-earning assets, primarily
loans and mortgage-backed securities, based on BankAmerica's intention to
acquire primarily shorter-term assets. As a result, First Gibraltar recognized
gains on the sale of interest-earning assets totalling $203 million during the
year ended December 31, 1992. Concurrently with the BAC Sale, First Gibraltar
changed its name to First Madison Bank, FSB.

     From August 1991 through March 31, 1993, the Company conducted most of
its mortgage banking operations through First Gibraltar Mortgage Holdings,
Inc. ("FGMH"). Effective July 1, 1992, FGMH acquired all of the outstanding
stock of the mortgage banking company, Troy and Nichols, Inc. of Monroe,
Louisiana, with a servicing portfolio of 129,000 loans totalling approximately
$5.9 billion. This transaction was accounted for under the purchase method of
accounting. On March 31, 1993, the stock of FGMH was distributed by First
Madison Bank to its then immediate parent. FGMH was subsequently sold during
1993 for a gain of approximately $95 million.

     Following the BAC Sale, and through September 1994, First Madison's
principal business was the funding of the Covered Assets and the performance
of its obligations under the Assistance Agreement. Subsequent to the BAC Sale,
First Madison also managed four retail branches in Texas and supplemented its
retail deposit base with wholesale funds from Brokered Deposits (as defined
herein) and FHLB advances. In June 1995, the FDIC, as manager for the
FSLIC/RF, exercised its right under the Assistance Agreement to purchase
substantially all of the remaining Covered Assets as of June 1, 1995 at the
fair market value of such assets and further purchased additional assets from
the remaining Covered Asset portfolio in September 1995 (the "FDIC Purchase").
Any losses sustained by the Bank as a result of the FDIC Purchase have been
reimbursed under the Capital Loss Coverage provision of the Assistance
Agreement.

                                    Page 5

<PAGE>



     On August 19, 1996, First Nationwide and the FSLIC/RF executed an
agreement which resulted in the termination of the Assistance Agreement.
Accordingly, a gain of $25.6 million was recorded.

     On April 14, 1994, First Madison entered into the Asset Purchase
Agreement (the "Asset Purchase Agreement") with First Nationwide Bank, A
Federal Savings Bank ("Old FNB"), an indirect subsidiary of Ford Motor Company
("Ford Motor"). On October 3, 1994, effective immediately after the close of
business on September 30, 1994, First Madison acquired substantially all of
the assets and certain of the liabilities (the "FN Acquired Business") of Old
FNB (the "FN Acquisition") for $726.5 million. Effective on October 1, 1994,
First Madison changed its name from "First Madison Bank, FSB" to "First
Nationwide Bank, A Federal Savings Bank." On October 7, 1994, First Nationwide
sold the FN Acquired Business' branch network in Illinois, with approximately
$1.2 billion in deposits, to Household Bank, f.s.b. (the "Illinois Sale").

     First Madison financed the FN Acquisition and paid related fees and
expenses with: (i) a capital contribution by FN Holdings funded with the net
proceeds of (a) the issuance of FN Holdings' 12-1/4% Senior Notes Due 2001
(the "FN Holdings Senior Notes"), (b) the issuance of its class C common stock
to Parent Holdings (all of which was redeemed by June 3, 1996), (ii) the net
proceeds from the issuance of the Bank's 11-1/2% Noncumulative Perpetual
Preferred Stock ("Preferred Stock") and (iii) existing cash and proceeds from
securities sold under agreements to repurchase. See "Certain Relationships and
Related Transactions."

     In connection with the FN Acquisition, management of First Nationwide
developed a business strategy to enhance the value of the Bank. The key
elements of the strategy include streamlining the Bank's operations to be
competitive, including concentrating on opportunities in the California market
and enhancing the activities that produce fee income, particularly mortgage
banking. Since October 1994, as a part of this strategy, First Nationwide has
consummated several acquisitions and has divested certain operations.

     In December 1994, First Nationwide's wholly-owned mortgage bank operating
subsidiary, First Nationwide Mortgage Corporation ("FNMC"), entered into a
series of agreements with the Resolution Trust Corporation as conservator for
Standard Federal Savings Association and subsidiaries of Frederick, Maryland
("StanFed"), to acquire certain of StanFed's mortgage servicing assets and
assume certain of StanFed's mortgage servicing liabilities for approximately
$178 million (the "Maryland Acquisition"). As a result of the Maryland
Acquisition, FNMC acquired a 1-4 unit residential mortgage loan servicing
portfolio of approximately $11.4 billion (including $1.8 billion of mortgage
servicing rights ("MSRs"), which are rights to service mortgages held by
others, that are owned by third parties who have subcontracted to FNMC the
servicing function (a "sub-servicing portfolio")) and certain other assets and
liabilities. The transaction was consummated on February 28, 1995. In
connection with the Maryland Acquisition, FNMC has moved its mortgage
servicing operations to Maryland from its former location in Sacramento,
California. Costs totalling $5.7 million associated with such consolidation
are included in noninterest expense in the Company's consolidated statement of
operations for the year ended December 31, 1995.

     In April 1995, First Nationwide closed substantially all of its retail
mortgage loan production offices. Costs associated with such closures of
approximately $2.1 million are included in noninterest expense in the
Company's consolidated statement of operations for the year ended December 31,
1995.

     In April 1995, First Nationwide acquired approximately $13 million in
deposits located in Tiburon, California from East-West Federal Bank, a federal
savings bank (the "Tiburon Purchase"). In August 1995, First Nationwide
acquired three retail branches located in Orange County, California with
deposit accounts totalling approximately $356 million from ITT Federal Bank,
fsb (the "ITT Purchase"). On December 8, 1995, First Nationwide acquired four
retail branches located in Sonoma County, California with deposit accounts of
approximately $144 million, from Citizens Federal Bank, a Federal Savings Bank
(the "Sonoma Purchase" and, collectively with the Tiburon Purchase and the ITT
Purchase, the "Branch Purchases"). The weighted average deposit premium paid
in connection with the Branch Purchases was 3.78%.

     On October 2, 1995, FNMC purchased from Lomas Mortgage USA, Inc.
("LMUSA"), a subsidiary of Lomas Financial Corporation ("LFC"), a loan
servicing portfolio of approximately $11.1 billion (including a sub-servicing

                                    Page 6

<PAGE>



portfolio of $3.1 billion), a $2.9 billion master servicing portfolio in which
FNMC monitors the performance and consolidates the reporting and remittances
of multiple servicers for various investors (a "master servicing portfolio")
and other assets for $100.9 million, payable in installments, and the
assumption of certain indebtedness secured by the acquired loan portfolio (the
"LMUSA 1995 Purchase").

     On January 31, 1996, FNMC purchased LMUSA's remaining $14.1 billion loan
servicing portfolio (including a sub-servicing portfolio of $2.4 billion), a
master servicing portfolio of $2.7 billion, $5.9 million in foreclosed real
estate, $46.8 million in net other servicing receivables, $2.6 million in
mortgage loans, and $6.2 million in net other assets (including $1.4 million
in cash and cash equivalents) for a purchase price of approximately $160.9
million payable in installments (the "LMUSA 1996 Purchase" and together with
the LMUSA 1995 Purchase, the "LMUSA Purchases").

     During the first six months of 1996, First Nationwide consummated the
sale of its retail branches in Ohio (the "Ohio Branch Sale"), New York and New
Jersey (the "Northeast Branch Sale") and Michigan ((the "Michigan Branch
Sale"), and together with the Ohio Branch Sale and the Northeast Branch Sale
(the "Branch Sales")) at prices which represented an average premium of 7.96%
of the approximately $4.6 billion of deposits sold. Deposits subject to the
Branch Sales were replaced primarily with FHLB advances. First Nationwide
recorded a pre-tax gain of $363.3 million in connection with the Branch Sales.

     On February 1, 1996, First Nationwide acquired SFFed Corp. ("SFFed"), a
savings and loan holding company, and its wholly owned federal savings
association, San Francisco Federal Savings and Loan Association ("San
Francisco Federal"), (the "SFFed Acquisition"), for approximately $264.2
million. San Francisco Federal operated 35 branches in the Northern California
area and at February 1, 1996, had approximately $4.0 billion in assets and
approximately $2.7 billion in deposits.

     On June 1, 1996, First Nationwide acquired Home Federal Financial
Corporation ("HFFC") and its wholly owned federally chartered savings
association subsidiary, Home Federal Savings and Loan Association of San
Francisco ("Home Federal"), (the "Home Federal Acquisition," and together with
the SFFed Acquisition, the "1996 Acquisitions"). The aggregate consideration
paid in connection with the Home Federal Acquisition was approximately $67.8
million. At June 1, 1996, HFFC had approximately $717 million in assets and
$632 million in deposits.

     The 1996 Acquisitions and the Branch Sales contributed to the
restructuring of the Bank's retail branch network consistent with its strategy
of strengthening its West Coast presence. In addition, by consolidating many
of the operating functions of First Nationwide and San Francisco Federal,
management achieved economies of scale and cost savings.

     On July 27, 1996, FN Holdings entered into an Agreement and Plan of
Merger (the "Merger Agreement"), among FN Holdings, Cal Fed and California
Federal, pursuant to which on January 3, 1997, FN Holdings acquired 100% of
the outstanding stock of Cal Fed and California Federal and First Nationwide
merged with and into California Federal. Concurrent with the consummation of
the merger, Cal Fed was liquidated. The aggregate consideration paid under the
Merger Agreement consisted of approximately $1.2 billion in cash and the
issuance of litigation interests. Cal Fed, a savings and loan holding company,
owned 100% of the common stock of California Federal. California Federal,
headquartered in Los Angeles, was a federal stock savings bank chartered under
HOLA, which at December 31, 1996, had total assets of approximately $14.1
billion and deposits of $8.9 billion, and operated 119 branches in California
and Nevada. Effective with the merger, the Bank's name changed to California
Federal Bank, A Federal Savings Bank.

     FN Holdings financed the Cal Fed Acquisition with (i) the net proceeds of
approximately $555 million from the issuance of $575 million aggregate
principal amount of 10-5/8% Senior Subordinated Notes due 2003 (the "FN
Holdings 10-5/8% Notes"), (ii) net proceeds of $145 million from a newly
formed Delaware corporation, all the common stock of which is owned by Gerald
J. Ford, the Chairman of the Board, Chief Executive Officer and a director of
the Bank ("Special Purpose Corp."), in exchange for $150 million aggregate
liquidation value of FN Holdings' Cumulative Perpetual Preferred Stock ("FN
Holdings Preferred Stock") and (iii) existing cash. In connection with the Cal
Fed Acquisition, FN Holdings made a capital contribution to the Bank on
January 3, 1997 of approximately $685 million.

                                    Page 7

<PAGE>




     In November 1996, First Nationwide formed First Nationwide Preferred
Capital Corporation ("Preferred Capital Corp.") for the purpose of acquiring,
holding and managing real estate mortgage assets. All of Preferred Capital
Corp.'s common stock is owned by the Bank. Preferred Capital Corp. entered
into a subservicing agreement with FNMC pursuant to which FNMC will service
Preferred Capital Corp.'s mortgage assets. Effective on January 6, 1997,
Preferred Capital Corp. changed its name to California Federal Preferred
Capital Corporation. On January 31, 1997, Preferred Capital Corp. issued $500
million of its 9-1/8% Noncumulative Exchangeable Preferred Stock (the "REIT
Preferred Stock"). Preferred Capital Corp. used the proceeds from such
offering to acquire mortgage assets from the Bank. Such proceeds were then
used by the Bank to reduce certain borrowings.


                                    Page 8

<PAGE>



          The following chart sets forth in simplified form the ownership
structure of Parent Holdings, FN Holdings and the Bank.
<TABLE>
<S>                                               <C>                                                 <C>

                                                   ==================================================
                                                                   Ronald O. Perelman
                                                   ==================================================
                                                                         |
                                                                         |  100%
                                                                         |
                                                                         |
                                                   ==================================================
                                                                  Mafco Holdings Inc.
                                                   ==================================================
                                                                         |
                                                                         |  100%
                                                                         |
                                                                         |
                                                   ==================================================
                                                           MacAndrews & Forbes Holdings Inc.
                                                                ("MacAndrews Holdings")
                                                   ==================================================
                                                                         |
                                                                         |  100%
                                                                         |
                                                                         |
                                                   ==================================================
                                                         Trans Network Insurance Services Inc.
                                                                        ("TNIS")
                                                  (formerly "First Gibraltar (Parent) Holdings Inc.")
                                                   ==================================================
                                                                         |
                                                                         | 100%
                                                                         |
                                                                         |
                                                   ==================================================
                                                            First Gibraltar Guarantor Corp.
                                                   ==================================================
                                                                         |
                                                                         |  100%
                                                                         |
                                                                         |
                                                   ==================================================
                                                             First Gibraltar Holdings Inc.
                                                              ("First Gibraltar Holdings")
                                                   ==================================================
                                                                         |
                                                                         |  100%
                                                                         |
                                                                         |
                                                   ==================================================
                                                        FIRST NATIONWIDE (PARENT) HOLDINGS INC.
                                                                  ("PARENT HOLDINGS")
           ==================================      ==================================================     ==========================
                Hunter's Glen/Ford Ltd.                                  |  80%*                             Holder of FN Holdings
                    (Hunter's Glen)                                      |                                      Preferred Stock
           ==================================                            |                                 =========================
                       |   20%*                                          |                     100% of preferred stock  |
                       |-------------------------------------------------|                                              |
                                                                         |                                              |
                                                   ==================================================                   |
                                                             First Nationwide Holdings Inc.          -------------------|
                                                                    ("FN Holdings")
                                                   ==================================================
                                                                         |
           ==================================                            |  100%
             Holders of the Preferred Stock                              |  
           ==================================                            |
                        |  100% of preferred stock                       |
                        |                                                |
                        |                                                |
                        |                                                |
                        |                          ==================================================
                        |                                       California Federal Bank,
                        |--------------------------       A Federal Savings Bank ("the Bank")
                                                               as successor by merger to
                                                     First Nationwide Bank, A Federal Savings Bank
                                                   ==================================================
</TABLE>

     *Hunter's Glen, a limited partnership controlled by Gerald J. Ford,
Chairman of the Board, Chief Executive Officer and a director of the Bank,
owns 100% of the class B common stock of FN Holdings, representing 20% of its
voting common stock (representing approximately 15% of the voting power of its
common stock), and Parent Holdings beneficially owns 100% of the class A
common stock of FN Holdings, representing 80% of its voting common stock
(representing approximately 85% of the voting power of its common stock).

                                    Page 9

<PAGE>



LENDING ACTIVITIES

     During the period between the BAC Sale and the FN Acquisition, First
Nationwide's lending activity was limited. Loan originations focused on second
lien home improvement lending, with a limited number of residential mortgage
loans made. In addition, First Nationwide made loans to address special
community housing needs through its Community Reinvestment Act ("CRA")
program.

     Since the FN Acquisition, First Nationwide's principal lending activity
has been the origination of adjustable and fixed rate mortgage loans secured
by residential properties. To a lesser extent, First Nationwide also
originates consumer loans consisting principally of adjustable rate home
equity lines of credit. The current commercial lending activity of First
Nationwide is limited to restructuring and refinancing of existing portfolio
loans, and multi-family loans originated under its affordable housing program.
First Nationwide also participates in a number of other affordable housing
programs and initiatives.

     The Bank's residential loans are originated by FNMC. Throughout this
document, references to the Bank and its residential loan origination or
servicing activities relate to functions performed by FNMC. In April 1995,
FNMC concluded that the costs of operating retail offices outweighed the
benefits and, accordingly, closed substantially all of its retail mortgage
production offices. Residential loans continue to be originated through FNMC's
wholesale origination offices (wherein loans are acquired from independent
loan brokers) and the Bank's retail branches. FNMC originates adjustable rate
mortgage ("ARM") loans on single-family residential properties which in the
case of ARMs originated prior to September 30, 1995, have generally been held
for investment, and fixed rate loans, which are generally held for sale to the
secondary mortgage market. Subsequent to September 30, 1995 and through
December 31, 1996, however, substantially all of the ARMs originated were sold
in the secondary market to provide funds for the acquisition and divestiture
activity occurring during the period. On October 2, 1995, FNMC acquired the
correspondent loan purchase operation of LMUSA as well as contracts to
administer various housing bond and other private mortgage lending programs.

     The Bank generates consumer loan applications at its retail branches. In
addition, the Bank conducts direct-mail solicitations, principally of its
existing customers, for both secured and, to a much lesser extent, unsecured
revolving loans. All consumer loan processing, servicing and collection
operations are centralized at a facility in Oak Brook, Illinois. This function
is expected to be relocated to Sacramento, California during the third quarter
of 1997.


                                    Page 10

<PAGE>




     The following table reflects, for the periods indicated, the net change
in the total principal balances of loans receivable outstanding, excluding
loans held for sale, for the Company and its subsidiaries:

<TABLE>
<CAPTION>

                                                                       Year Ended December 31,
                                                                 ---------------------------------
                                                                  1996         1995          1994
                                                                  ----         ----          ----
                                                                            (in millions)
<S>                                                               <C>          <C>            <C>
Real estate loans originated:
   Loans to purchase existing property                              $   220     $    959      $     419
   Loans for construction, including loans in process                    10           --             --
                                                                  ---------  -----------   ------------
        Total real estate loans originated                              230          959            419
Other loans originated                                                  184          224             61
Loans purchased                                                       3,930          751         11,753
                                                                    -------    ---------        -------
        Total loans originated and purchased                          4,344        1,934         12,233
Loans sold, securitized, repaid and foreclosed:
   Loans sold (1)                                                     (121)        (380)          (155)
   Loans securitized                                                     --        (376)        (1,339)
   Loan repayments and payoffs                                      (2,117)      (1,922)          (387)
   Loan foreclosures                                                  (147)         (93)           (25)
                                                                  --------    ---------     ----------
        Total loans sold, securitized, repaid and foreclosed        (2,385)      (2,771)        (1,906)
Other changes in loans receivable                                     (520)        (308)           (40)
                                                                  --------     --------     ----------

   Net increase/(decrease) in loans receivable (2)                   $1,439    $ (1,145)        $10,287
                                                                     ======    ========         =======
</TABLE>
------------------

     (1) Includes loans sold pursuant to the Put Agreement (as defined herein)
         totalling $112.4 million, $199.5 million and $188.1 million in 1996,
         1995 and 1994, respectively.
     (2) Excludes allowance for loan losses, purchase accounting adjustments,
         unearned discounts and loan fees, and loans in process.

     Interest Rates, Terms and Fees

     The Bank offers a variety of ARM products with the objectives of (i)
matching, as closely as possible, the interest rate sensitivity of its assets
with the interest rate sensitivity of its interest-bearing liabilities and
(ii) maintaining a relatively stable net interest margin in varied interest
rate environments. In response to consumer demand, and in order to diversify
its loan portfolio and help to control its future interest rate risk, the
Bank's loan portfolio includes several ARM products which vary as to (i) the
frequency and amount of periodic interest rate changes and (ii) the minimum
and maximum rates applied to a particular loan. ARMs have the advantage of
reducing an institution's sensitivity to interest rate fluctuations. However,
they also present certain risks not associated with traditional fixed rate
mortgages, such as adjustments in interest rates which could cause payment
increases that some borrowers might be unable to service.

     The Bank attempts to mitigate the credit risks associated with mortgage
lending activities by the use of strict underwriting standards. Substantially
all residential loans originated are underwritten to conform with standards
adopted by the Federal National Mortgage Association ("FNMA"), the Federal
Home Loan Mortgage Corporation ("FHLMC"), the Government National Mortgage
Association ("GNMA"), or other secondary market investors. Accordingly, the
Bank's underwriting standards include loan-to-value ("LTV") ratios and maximum
loan amounts for both fixed rate loans and ARMs that closely mirror secondary
market requirements. Generally, where these standards differ, specific
compensating factors are required. With respect to ARMs, the Bank underwrites
the borrower's ability to pay at the maximum second year payment rate,
consistent with secondary market requirements.

     In addition to the interest earned on its loans, the Bank charges fees
for loan originations, loan prepayments and modifications, late payments,
changes of property ownership and other similar services. The amount of this
fee income varies with the volume of loan originations, prepayments, the
general economic conditions affecting the portfolio and other competitive
factors affecting the mortgage market.

                                    Page 11

<PAGE>




     Generally, late charges are assessed when payments are delinquent. On
loans secured by residential properties, these charges are generally limited
to 4% to 6% of the overdue payment of principal and interest and cannot be
imposed until the payment is more than 15 days late, in accordance with the
contractual terms of the loans and regulatory requirements in effect when the
loans were made.

     Composition of Loan Portfolio

     The composition of the Company's loan portfolio, excluding loans held for
sale and Covered Assets, is set forth in the following table, at the dates
indicated:
<TABLE>
<CAPTION>

                                                             At December 31,
                                      -----------------------------------------------------------
                                       1996           1995        1994          1993         1992
                                       ----           ----        ----          ----         ----
                                                              (in millions)
<S>                                 <C>            <C>         <C>            <C>          <C>    
     Real estate loans:
         1-4 unit residential       $  6,118       $ 5,423      $ 5,612          $19         $ 40
         5+ unit residential           2,164         1,854        2,178           --           --
         Commercial real estate        1,978         1,716        2,015           10          138
         Land                             11             9           15           --           --
         Construction                      6            --            8           --           --
                                     --------      -------       ------         ----         ----
              Total real estate loans  10,277        9,002        9,828           29          178
                                     --------      -------       ------          ---         ----
     Equity-line and consumer loans      308           171          492            5          631
     Commercial loans                     29             2            1           --           90
                                    --------       -------      -------          ---          ---
              Total loans receivable  10,614         9,175       10,321           34          899
                                    --------       -------      -------          ---         ----
     Less:
         Unearned discounts and loan 
           fees                           (5)         (19)          --            3           55
         Loans in process                 --            --           --           --           52
         Allowance for loan losses       247           210          203            2           14
         Purchase accounting
           adjustments, net              150           153          151           --            1
                                     -------       -------      -------         ----         ----
              Loans receivable, net  $10,222       $ 8,831      $ 9,967          $29         $777
                                     =======       =======      =======          ===         ====
</TABLE>


                                    Page 12

<PAGE>



     The following table presents the Company's real estate loan portfolio
(excluding loans held for sale), by collateral type, by interest rate type and
by state concentration at December 31, 1996:

<TABLE>
<CAPTION>

                           1-4 unit              5+ unit             Commercial       
                         Residential           Residential            and Other        Total Real      
                     ------------------    ------------------    -----------------      Estate       % of
       State         Variable     Fixed    Variable     Fixed    Variable    Fixed      Loans       Total
       -----         --------     -----    --------     -----    --------    -----     ----------  -------- 
                                                (dollars in millions)
<S>                      <C>          <C>      <C>          <C>      <C>         <C>     <C>           <C>   
California               $3,712       $459     $1,301       $106     $1,490      $123    $  7,191      69.97%
New York                    350         63        202         78         44        36         773       7.53
Illinois                     96         61         36          5         35        17         250       2.43
Florida                      86         33         34         18         23         7         201       1.95
Ohio                         74         65         23          5         30         1         198       1.92
New Jersey                   99         23         49          4          8         3         186       1.81
Hawaii                      168         18         --         --         --        --         186       1.80
Washington                   55          7         47          1         24        --         134       1.30
Colorado                     69         31         --         --         --        --         100       0.98
Texas                        55         33         --         --         --        --          88       0.86
Other states (1)            412        149        202         53        125        29         970       9.45
                       --------      -----   --------     ------   --------    ------  ----------   --------
   Total                 $5,176       $942     $1,894       $270     $1,779      $216     $10,277     100.00%
                         ======       ====     ======       ====     ======      ====     =======     ======
</TABLE>
---------------
     (1) Real estate loans involving property located in 40 states, Puerto
         Rico and the District of Columbia; not more than 1.0% of the total
         amount of such loans are located in any one state.

     The following table summarizes the Company's loan portfolio, excluding
loans held for sale, at December 31, 1996, based upon various contractually
scheduled principal payments allocated to the indicated maturity categories.
This table does not reflect expected prepayments.

<TABLE>
<CAPTION>

                                                  Due            Over One
                                                Within          But Within           Over
                                               One Year         Five Years        Five Years          Total
                                               --------         ----------        ----------          -----
                                                                (in millions)
<S>                                            <C>             <C>               <C>             <C>   
     Real estate loans:
         1-4 unit residential
              Fixed rate                        $  13          $     98          $   831         $     942
              Variable rate                         3                34            5,139             5,176
         5+ unit residential
              Fixed rate                           22                72              176               270
              Variable rate                       156               511            1,227             1,894
         Commercial real estate and other
              Fixed rate                           28                70              118               216
              Variable rate                       230               579              970             1,779
                                                -----          --------         --------         ---------
                  Total                           452             1,364            8,461            10,277
     Commercial and consumer loans:
              Fixed rate                           26                14               14                54
              Variable rate                        44                17              222               283
                                               ------         ---------         --------        ----------
                  Total                            70                31              236               337
                                               ------         ---------         --------        ----------

                  Total loans receivable         $522            $1,395           $8,697           $10,614
                                                 ====            ======           ======           =======
</TABLE>


                                    Page 13

<PAGE>



     Residential Lending

     The Bank currently offers three primary residential ARM programs and a
variety of fixed rate programs with maturities ranging from 15 to 30 years.
Adjustable rate programs include loans which: (i) provide for monthly interest
rate adjustments, after the third or sixth month from inception of the loan,
based on the Federal Home Loan Bank ("FHLB") 11th District Cost of Funds, (ii)
provide for annual rate adjustments based upon the weekly average yield on
U.S. Treasury Securities adjusted to a constant maturity of one year or (iii)
provide for semi-annual rate adjustments based on the weekly average of the
secondary market rates on six-month negotiable certificates of deposit. Some
ARMs offer an option to convert to a fixed rate after the first year through
the fifth year of the loan term. A variety of features are incorporated into
ARM loans to protect borrowers from unlimited adjustments in interest rates
and payments. All ARMs have lifetime caps which limit the amount of rate
increases over the life of the loan. ARMs whose rates adjust annually have
rate caps which limit the amount that rates can change to two percentage
points per year. Loans which adjust monthly based upon the FHLB 11th District
Cost of Funds limit payment changes to no more than 7.5% of the payment amount
per year. This may lead to monthly payments which are less than the amount
necessary to amortize the loan to maturity at the interest rate in effect for
any particular month. In the event that the monthly payment is not sufficient
to pay interest accruing on the loan during the month, this deficiency is
added to the loan's principal balance (i.e., negative amortization). The total
outstanding principal balance for a particular loan is not allowed to exceed
110% of the original loan amount as a result of negative amortization. If the
loan reaches 110% of the original loan amount, the loan payment is
recalculated to the payment sufficient to repay the unpaid principal balance
in full at the maturity date. As of December 31, 1996, First Nationwide's
capitalized interest relative to such residential loans was approximately $4.0
million. This amount represents approximately .69% of the approximately $.6
billion of residential ARMs that have the potential to experience negative
amortization. The Bank also originates 15 and 30 year fully amortizing fixed
rate residential loans under a variety of fixed rate programs, primarily for
resale in the secondary mortgage market. When loans are sold, FNMC normally
retains the servicing of the loan. See "--Mortgage Banking Operations" for a
further discussion of these activities.

     Multi-family, Commercial and Other Real Estate Lending

     While the Bank currently originates multi-family, commercial and other
real estate loans only as they relate to affordable housing programs, the
Bank's loan portfolio includes loans secured by multi-family residential,
commercial, industrial and unimproved real property. Such loans were
principally acquired through acquisitions. The Bank's variable rate
multi-family and commercial real estate loans have a maximum amortized loan
term of 30 years with some loans having balloon payments due in one to fifteen
years. ARMs primarily adjust with the FHLB 11th District Cost of Funds or the
six-month Treasury Bill indices with a monthly or semi-annual rate adjustment.
The terms and characteristics of the ARMs originated for multi-family and
commercial real estate lending purposes are similar to those for residential
lending. As such, many of the same risks and protections related to
residential borrowers are present in the multi-family and commercial real
estate portfolios, including the potential for negative amortization. Negative
amortization for multi-family and commercial real estate loans is allowed to
increase the outstanding principal balance to 110% of the original loan
amount. If the loan reaches 110% of the original loan amount, all future
interest rate increases will increase the monthly payment to amortize the loan
over the remaining life of the loan. At December 31, 1996, First Nationwide's
capitalized interest relative to such loans was approximately $.8 million,
which represents approximately .05% of the $1.7 billion of multi-family and
commercial real estate loans that have the potential to experience negative
amortization.

     Real estate loans secured by multi-family and commercial property
represent a significant portion of the Bank's portfolio. Management
periodically reviews the multi-family and commercial real estate loan
portfolio. At December 31, 1996 and 1995, the multi-family and commercial real
estate loan portfolio totalled $4.1 billion and $3.6 billion, respectively.
Included in the multi-family and commercial real estate loan portfolio at
December 31, 1996 are $26.4 million of loans with credit enhancement wherein
the lead participant subordinated its minority interest in a pool of loans to
First Nationwide's interest in the corresponding pool of loans. No loans are
subject to repurchase by the seller in the event such loans become 90 days
delinquent.


                                    Page 14

<PAGE>



     The Company's potential for loss on the multi-family and commercial loan
portfolio acquired from Old FNB and, to a lesser extent, the residential
mortgage loan portfolio acquired from Old FNB, was mitigated to the extent of
the remaining balance under the Non-Performing Asset Sale Agreement (the "Put
Agreement") entered into by First Nationwide with a subsidiary of Ford Motor
Company, the owner of Old FNB, in connection with the FN Acquisition. The Put
Agreement expired on November 30, 1996 and was fully utilized by First
Nationwide. The aggregate purchase price of assets which have been put to
Granite, representing the outstanding principal balance, accrued interest and
certain other expenses, equals $500 million, including assets put to Granite
by Old FNB from January 1 through October 1, 1994.

     In addition to managing its own asset portfolio, at December 31, 1996 and
1995, First Nationwide and its wholly owned subsidiary, FGB Realty Advisors,
Inc. ("FGB Realty"), managed non-performing loan (principally multi-family and
commercial real estate) and asset portfolios totalling $1.0 billion and $1.3
billion, respectively, for investors. Revenues related to such activities are
reflected as management fees in the accompanying statements of operations.
Certain of this servicing was acquired from Old FNB, which had sold loans with
certain recourse provisions. The recourse liability was assumed by First
Nationwide in the FN Acquisition and at December 31, 1996, the balance of
multi-family and commercial real estate loans sold with recourse totalled
$160.7 million.

     Consumer Lending

     The Bank's consumer loan originations are primarily concentrated in home
equity lending. The portfolio is geographically dispersed and correlates
closely to retail deposit branch distribution. At December 31, 1996, the home
equity portfolio totalled $243 million, or 78.9%, of the total consumer loan
portfolio of $308 million. At December 31, 1996, there were no consumer loans
held for sale. At December 31, 1995, the home equity portfolio totalled $399
million, or 80.3% of the total consumer loan portfolio of $497 million.

     The Bank offers an adjustable, prime interest rate-based home equity line
of credit on owner-occupied residential properties. In determining the amount
of credit to be extended, all loans secured by the collateral properties are
aggregated and compared to the appraised value of the properties. The Bank's
policy is to extend credit up to a maximum combined LTV ratio of 80%.

     Other consumer loan products include fixed rate home equity installment
loans; adjustable prime rate-based home equity loans, which while secured, are
based on repayment ability and credit history; auto and boat loans; unsecured
lines of credit; overdraft protection; and the Bank's loans secured by
certificates of deposit.

     Loans Held for Sale

     The carrying value of First Nationwide's loans held for sale portfolio
consisted of the following at December 31, 1996 and 1995:
<TABLE>
<CAPTION>

                                                               1996             1995
                                                               ----             ----
                                                                  (in millions)
<S>                                                            <C>             <C>    
     Single-family residential mortgage loans                  $825            $   877
     Consumer loans, primarily home equity loans                 --                326
                                                            -------           --------
                                                               $825             $1,203
                                                               ====             ======
</TABLE>

     Loans held for sale are carried at the lower of cost or market value.
Substantially all ARMs originated subsequent to September 30, 1995 were sold
or held for sale in the secondary market in anticipation of the 1996
Acquisitions, the Branch Sales and the Cal Fed Acquisition. Prior to that
time, most ARMs originated were held by First Nationwide for investment. The
consumer loans held for sale generally represent loans in states where First
Nationwide has sold the retail deposits.


                                    Page 15

<PAGE>



     Origination of Residential Loans

     The Bank originates residential loans principally through the efforts of
wholesale origination offices where loans are purchased from independent loan
brokers and, to a lesser degree, staff loan agents. To promote continuity of
customer service, help meet credit needs and to increase opportunities to sell
customer deposit and other financial services offered by the Bank and its
subsidiaries, loan inquiries from retail branch customers and "walk-in"
applicants are encouraged. These inquiries are initially processed by retail
branch office personnel, with support provided by regional lending offices.
The residential loan agents are compensated principally on a commission basis.
Closed mortgage loans are also acquired by FNMC through a correspondent
lending organization acquired from LMUSA in October 1995.

     The majority of real estate loans originated by the Bank had LTV ratios
of 80% or less at the time of origination. The Bank has originated loans with
LTV ratios of up to 95%, with the portion of the loan exceeding 80% guaranteed
by private mortgage insurance, the premiums of which are paid monthly by the
borrower. Certain exceptions to this guideline have been made for low and
moderate income borrowers. However, the amount of loans subject to such
exceptions is not significant in terms of the Bank's total loan originations.
The value of the property offered as security for a mortgage loan is
determined by a professionally qualified appraiser approved by the Bank, who
may or may not be an employee of the Bank. As further security for its loan,
the Bank requires title insurance and fire and casualty insurance on all loans
secured by liens on real property. The Bank also requires flood insurance on
any loan secured by real property if the property lies within a U.S. Housing
and Urban Development Department ("HUD") designated flood hazard area.

     Mortgage Banking Operations

     Mortgage banking operations have been an integral part of the business
activities of First Nationwide since the FN Acquisition. FNMC was incorporated
in June 1994 as a wholly owned operating subsidiary of the Bank. In the FN
Acquisition, First Nationwide acquired certain of Old FNB's residential
mortgage operations, which were transferred to FNMC in exchange for a
combination of debt and equity held by the Bank.

     Mortgage banking activities allow the generation of fee income without
the associated capital retention requirements attributable to traditional real
estate lending activities. Generally, the Bank originates fixed rate
residential loans for sale in the secondary mortgage market. ARMs originated
prior to September 30, 1995 were generally held by First Nationwide for
investment. Subsequent to September 30, 1995, however, substantially all of
the fixed and variable rate loans originated were sold in the secondary market
to provide funds for the acquisition and divestiture activity occurring during
the period. The Bank employs forward sale hedging techniques to minimize the
interest rate and pricing risks associated with the origination and sale of
fixed rate loans.

     At the time of origination, management identifies residential loans that
are expected to be sold in the foreseeable future. At December 31, 1996,
management had identified $825.3 million of single-family residential real
estate loans as held for sale. These loans have been classified as assets held
for sale in the consolidated statement of financial condition at December 31,
1996 and are recorded at the lower of aggregate amortized cost or market
value. At December 31, 1996, First Nationwide had forward commitments to sell
loans totalling $707.9 million. In addition, $284.2 million of the loans held
for sale were funded under pre-existing purchase commitments.

     The servicing portfolio of FNMC (excluding loans serviced for First
Nationwide) approximates $43.1 billion and 722,895 loans as of December 31,
1996. Substantially all of FNMC's loans are serviced in a 220,000 square-foot
facility in Frederick, Maryland.

     Since the FN Acquisition, First Nationwide has sold fixed rate and
adjustable rate loans secured by residential properties to FNMA, FHLMC, and
private investors. Mortgage loan sales totalled $5.0 billion and $1.4 billion
in 1996 and 1995, respectively.


                                    Page 16

<PAGE>



     Old FNB occasionally sold loans under recourse provisions; such liability
was assumed by the Bank in the FN Acquisition. As of December 31, 1996, the
balance of single-family residential loans sold with certain recourse
provisions was $330.2 million.

     The Bank, through FNMC, has generally retained the right to service the
loans it has sold. FNMC collects from the borrower payments of principal and
interest and, after retaining a servicing fee, remits the balance to the
investors.

     In accounting for its mortgage loan sales prior to April 1, 1995, a gain
or loss was recognized based on the sum of three components: (i) the
difference between the cash proceeds of the loan sales and First Nationwide's
book value of the loans; (ii) the "excess servicing," if any; less (iii)
provisions for estimated losses to be incurred from limited recourse
obligations, if any. Excess servicing results in a capitalized asset that
reflects the discounted present value of any difference between the interest
rate received from the borrower and the interest rate passed through to the
purchaser of the loan, less a "normal servicing fee" (dependent upon loan
type), which is retained as compensation for future servicing costs. The
amount of excess servicing recognized in any particular loan sale depends
significantly upon three factors upon which estimates or assumptions must be
employed: (i) the estimated life of the loans, (ii) the discount rate used in
calculating discounted present value, and (iii) the "normal servicing fee."

     The excess servicing asset is amortized in proportion to and over the
period of estimated net servicing income. The Bank monitors the prepayments on
the loans serviced for investors and reduces the balance of the asset if the
actual prepayments are in excess of the estimated prepayment trends used to
record the original asset. The Bank's assumptions relative to prepayment
speed, discount and servicing fee rates are revised periodically to reflect
current market conditions and regulatory requirements.

     Effective April 1, 1995, the Company adopted Statement of Financial
Accounting Standards No. 122, "Accounting for Mortgage Servicing Rights"
("SFAS No. 122") which requires that, when a mortgage loan is sold and
servicing rights are retained, a portion of the cost of originating a mortgage
loan be allocated to the mortgage servicing rights based on its fair market
value. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Parent Holdings--General--Accounting Changes" for a
description of SFAS No. 122.

     At December 31, 1996, FNMC owned rights to service approximately $39.7
billion of whole loans, participation interests and mortgage-backed securities
for others. These loans had an average balance of $54,732, a weighted average
coupon rate of 8.33%, a weighted average maturity of 269 months and a service
fee spread of .477%. The greater than 30 day delinquency rate on these loans
at December 31, 1996 was 3.74%. First Nationwide subserviced for others
approximately $3.4 billion of whole loans, participation interests and
mortgage-backed securities. These loans had an average balance of $74,513, a
weighted average coupon rate of 8.19% and a weighted average remaining
maturity of 281 months. The servicing fee collected on these loans is passed
through to the primary servicer with First Nationwide retaining a flat
subservice fee that is netted out of the monthly remittance. Although First
Nationwide has no risk for loans subserviced, the greater than 30 day
delinquency rate on these loans is 9.25%. For the year ended December 31,
1996, gross revenue for such servicing activities totalled $155.4 million.

     A decline in long-term interest rates generally results in an
acceleration in mortgage loan prepayments. Higher than anticipated levels of
prepayments generally cause the accelerated amortization of mortgage servicing
rights and generally will result in the reduction of the market value of
mortgage servicing rights and in the Bank's servicing fee income. In order to
reduce the sensitivity of its earnings to interest rate and market value
fluctuations, First Nationwide initiated a program to hedge the change in
value of its servicing rights based on changes in interest rates. At December
31, 1996, First Nationwide through FNMC, was a party to several interest rate
floor contracts maturing on October 15, 2001 and November 15, 2001. First
Nationwide paid counterparties a premium in exchange for cash payments in the
event that the 10-year Constant Maturity Treasury rate falls below the strike
price. At December 31, 1996, the notional amount of the interest rate floors
was $500 million and the strike prices were 5.0% and 6.5%. In addition, First
Nationwide, through FNMC, entered into principal-only swap agreements with a
notional amount of $69 million. The estimated market value of the interest
rate floor contracts and swaps designated as hedges against mortgage servicing
rights at December 31, 1996 were $3.3 million and $.1 million, respectively.


                                    Page 17

<PAGE>



     On October 2, 1995, FNMC purchased the stock of Lomas Mortgage Services
Inc., (now known as FNMC Mortgage Services, Inc.), in the LMUSA 1995 Purchase,
which is a 33% owner of Lomas Mortgage Partnership LP ("LMP" now known as
First Nationwide Mortgage Partnership LP) and its managing general partner.
LMP owns the mortgage servicing rights to approximately $3.1 billion of loans
serviced for FNMA, GNMA, FHLMC and private investors. LMP's investment in such
servicing rights and its other assets are partially funded by independent bank
lines of credit totalling approximately $27 million. LMP has no employees or
physical operations but discharges its obligations under its servicing
contracts under a subservicing contract with FNMC. See "--General."

NON-PERFORMING ASSETS

     The Bank's exposure to losses relative to certain assets acquired in the
FN Acquisition that became non-performing or otherwise problematic prior to
November 30, 1996 was mitigated to the extent that First Nationwide was able
to put such loans to Granite under the Put Agreement. See "-- Other Activities
-- the Put Agreement."

     Classification of Assets

     Savings institutions are required to classify their assets on a regular
basis, establish prudent allowances for loan losses and make quarterly reports
of troubled asset classification to the OTS. Assets must be classified as
"pass," "special mention," "substandard," "doubtful" or "loss." An asset is
generally designated as "special mention" if potential weaknesses are
identified that, if left uncorrected, would result in deterioration of the
repayment prospects for the asset. An asset, or a portion thereof, is
generally classified as "substandard" if it possesses a well-defined weakness
which could jeopardize the timely liquidation of the asset or realization of
the collateral at the asset's book value. Thus, these assets are characterized
by the possibility that the institution will sustain some loss if the
deficiencies are not corrected. An asset, or portion thereof, is classified as
"doubtful" if identified weaknesses make collectibility or liquidation in full
highly questionable and improbable. An asset, or a portion thereof, that is
considered to be uncollectible is classified "loss." It should be noted that
the Bank does not maintain assets in a loss classification category; rather,
the carrying value of all troubled assets is reduced by any amount considered
to be uncollectible. The OTS has the authority to approve, disapprove or
modify any asset classification or any amount established as an allowance
pursuant to such classification. Savings institutions must maintain adequate
general valuation allowances in accordance with generally accepted accounting
principles and federal regulations for assets classified as "substandard" or
"doubtful" and either immediately write off assets classified as "loss" or
establish specific valuation allowances equal to the amounts classified as
"loss."

     The Bank has a comprehensive process for classifying assets and asset
reviews are performed on a periodic basis. Such reviews are prioritized
according to an asset's risk characteristics, such as loan size, collateral
type and/or location, and potential and actual performance problems. The
objective of the review process is to identify significant trends and
determine the levels of loss exposure to the Bank that would require increases
to specific and general valuation allowances.

     Loan Portfolio Risk Elements

     When a borrower fails to make a contractually required payment on a loan,
the loan is characterized as delinquent. In most cases delinquencies are cured
promptly; however, foreclosure proceedings, and in some cases workout
proceedings, are generally commenced if the delinquency is not cured. The
procedures for foreclosure actions vary from state to state, but generally if
the loan is not reinstated within certain periods specified by statute, the
property securing the loan can be acquired through foreclosure by the lender.
While deficiency judgments against the borrower are available in some of the
states in which the Bank originates loans, the value of the underlying
collateral property is usually the principal source of recovery available to
satisfy the loan balance.

     In general, loans are placed on nonaccrual status after being
contractually delinquent for more than 90 days. When a loan is placed on
nonaccrual status, all interest accrued but not received is reversed and the
loan is considered non-performing. The Bank may modify or restructure a loan
as a result of a borrower's inability to service the obligation under the
original terms of the loan agreement.

                                    Page 18

<PAGE>



     The following table indicates the carrying value of First Nationwide's
loans, excluding Covered Assets , which have been placed on nonaccrual status,
as well as the carrying value of foreclosed real estate, at the dates
indicated:
<TABLE>
<CAPTION>

                                                                                   December 31
                                                         ----------------------------------------------------
                                                         1996        1995        1994        1993        1992
                                                         ----        ----        ----        ----        ----
                                                                          (dollars in millions)
<S>                                                  <C>           <C>        <C>         <C>         <C>   
     Non-performing loans:
         Real estate:
              1-4 unit residential                        $146        $136        $133        $ 2       $  7
              5+ unit residential                           13          23          24          9         --
              Commercial and other                           9           9          11         --         --
              Land                                          --          --           7         --         --
              Construction                                   1          --           2         --         --
                                                       -------     -------     -------      -----      -----
                  Total real estate                        169         168         177         11          7
         Equity-line and consumer                            3           3           4         --          4
                                                       -------      ------     -------      -----      -----
              Total non-performing loans                   172         171         181         11         11
     Foreclosed real estate, net                            52          49          37         --         --
                                                        ------     -------      ------      -----      -----
              Total non-performing assets                 $224  (a)   $220        $218        $11        $11
                                                          ====        ====        ====        ===        ===

     Non-performing loans as a percentage
         of First Nationwide's total loans                1.69%       1.94%       1.81%     37.61% (b)  1.42%
                                                          ====        ====        ====       =====      ====

     Non-performing assets as a percentage
         of First Nationwide's total assets               1.37%       1.50%       1.49%       .98%       .12%
                                                          ====        ====        ====        ===        ===
</TABLE>
------------------

     (a) Includes $75 million of non-performing assets acquired in the SFFed
         and Home Federal Acquisitions and in the LMUSA 1996 Purchase.

     (b) The significant increase in the percentage of non-performing loans to
         total loans at December 31, 1993 from December 31, 1992 reflects the
         decrease in loans receivable from $899 million at December 31, 1992
         to $34 million at December 31, 1993. The level of the total
         non-performing assets over that time period remained relatively
         constant.

     Interest income of $4.9 million was received and recognized for
nonaccrual loans during the year ended December 31, 1996, instead of $13.7
million which would have been recognized had the loans performed in accordance
with their original terms. First Nationwide has had no loans contractually
past due 90 days or more on accrual status in the past five years.



                                    Page 19

<PAGE>



     The following table indicates loans classified by First Nationwide as
troubled debt restructurings, net of purchase accounting adjustments, and
excluding Covered Assets, at the dates indicated:
<TABLE>
<CAPTION>

                                                                At December 31,
                                                   ---------------------------------------
                                                 1996       1995      1994      1993      1992
                                                 ----       ----      ----      ----      ----
                                                                 (in millions)
<S>                                           <C>        <C>        <C>       <C>       <C>
         Real estate:
              1-4 unit residential              $   3     $    8     $  19       $--       $--
              5+ unit residential                  68        147       204        --        --
              Commercial and other                 54         79       110        --        --
                                                -----      -----      ----      ----      ----

                  Total restructured loans       $125       $234      $333       $--       $-
                                                 ====       ====      ====       ===       ==
</TABLE>

     For the year ended December 31, 1996, interest income of $13.0 million
was recognized on restructured loans instead of the $13.4 million which would
have been recognized had the loans been performing in accordance with their
original terms. There were no non-real estate restructured loans in any of the
past five years.

     Allowance for Loan Losses

     The Bank charges current earnings with a provision for estimated credit
losses on loans receivable to bring the total allowance to a level deemed
appropriate by management. The provision considers both specifically
identified problem loans and credit risks not specifically identified in the
loan portfolio. The allowance for loan losses is based on such factors as the
financial condition of the borrowers, the fair value of the loan collateral,
recourse to guarantors, analysis of delinquency trends, geographic and
collateral-type concentrations, past loss experience, regulatory policies, and
other factors related to the collectibility of the Company's loan portfolio.

     The following table summarizes activity in First Nationwide's allowance
for loan losses during the periods indicated:

<TABLE>
<CAPTION>
                                                                Year ended December 31,
                                                 ---------------------------------------------------------
                                                 1996          1995         1994         1993         1992
                                                 ----          ----         ----         ----         ----
                                                                             (in millions)
<S>                                              <C>          <C>         <C>            <C>        <C>   
     Balance at beginning of period              $210         $203        $    2         $  15       $   24
         Purchases, net                            39           --           202            --           --
         Provision for loan losses                 40           37             6             1           16
         Charge-offs:
              1-4 unit residential                (35)         (28)          (4)            --          (11)
              5+ unit residential and
                  commercial real estate (a)       (4)          --           (4)            --           --
              Consumer and other                   (6)          (5)          (1)            (1)          (7)
              Non-real estate commercial           --           --            --            (1)          (1)
                                              -------      -------       -------        ------     --------
                  Total charge offs               (45)         (33)          (9)            (2)         (19)
                                                ------        -----      -------        ------      -------
         Recoveries                                 3            3             2             1            2
                                              -------       ------       -------       -------      -------
              Net charge-offs                     (42)         (30)          (7)            (1)         (17)
                                                ------        -----      -------        ------      -------
         Allowance for losses assigned
              to loans sold                        --           --            --           (13)          (8)
                                              -------      -------       -------         -----     --------
     Balance at end of period                    $247         $210          $203         $   2       $   15
                                                 ====         ====          ====         =====       ======
</TABLE>
------------------

     (a) Lack of activity for the years ended December 31, 1996 and 1995 is
         principally due to the existence of the Put Agreement.



                                    Page 20

<PAGE>



     The following table sets forth the allocation of First Nationwide's
allowance for loan losses at the dates indicated:
<TABLE>
<CAPTION>

                                                                   Year ended December 31,
                                                 ---------------------------------------------------------
                                                 1996          1995         1994         1993         1992
                                                 ----          ----         ----         ----         ----
                                                                             (in millions)
<S>                                           <C>           <C>           <C>           <C>         <C> 
     Specific reserves:
         Real estate loans:
         1-4 unit residential                  $   --       $    1         $   4          $--         $  2
         5+ unit residential and
           commercial real estate                   6           --            --           --           --
                                              -------      -------       -------         ----        -----
              Total specific reserves               6            1             4           --            2
                                              -------      -------       -------         ----        -----
     General reserves:
         Real estate loans:
         1-4 unit residential                     123          115           105            2           13
         5+ unit residential and
           commercial real estate                 109           85            85           --           --
                                                -----       ------        ------          ---         ----
              Total real estate loans             232          200           190            2           13
         Equity-line and consumer loans             9            9             9           --           --
                                              -------      -------       -------          ---        -----
              Total general reserves              241          209           199            2           13
                                                -----        -----         -----          ---         ----
     Total allowance for loan losses             $247         $210          $203           $2          $15
                                                 ====         ====          ====           ==          ===
</TABLE>

     The table below provides First Nationwide's ratios of net charge-offs on
loans during the period indicated to average outstanding loan balances for the
years indicated:

<TABLE>
<CAPTION>

                                                                Year ended December 31,
                                                 ---------------------------------------------------------
                                                 1996          1995         1994         1993         1992
                                                 ----          ----         ----         ----         ----
<S>                                            <C>            <C>          <C>         <C>         <C>   
     Real estate:
         1-4 unit residential                    0.55%          0.47%        0.06%       1.26%        1.13%
         5+ unit residential and
              commercial real estate             0.09            --          0.10        0.19         0.01
     Consumer and other                          1.86           1.00         0.23        0.24         0.94
     Non-real estate commercial                    --            --            --        1.29         1.06
</TABLE>

     Impaired Loans

     See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Parent Holdings--General--Accounting Changes" for a
discussion of SFAS No. 114 (as defined therein) and First Nationwide's
impaired loans as of December 31, 1996 and 1995.


                                    Page 21

<PAGE>



INVESTMENT ACTIVITIES

     The Bank is required by OTS regulations to maintain a specified minimum
amount of liquid assets which may be invested in specified securities. The
Bank is also permitted to invest in certain other types of securities.
Securities balances (including cash equivalent securities) exceeding minimum
federal requirements are subject to change over time based on the Bank's
asset/liability funding needs and interest rate risk management objectives.
The Bank's liquidity levels take into consideration anticipated future cash
flows and all available sources of credit. Liquidity is maintained at levels
appropriate to assure future flexibility in meeting anticipated funding needs
including deposit withdrawal requests, loan funding commitments, and other
investment or restructuring requirements.

     During 1993 to 1996 the OTS required members of the Federal Home Loan
Bank System to maintain on a monthly basis eligible liquid assets as defined
by federal regulations in an amount equal to or greater than 5% of average
deposits and borrowings due within one year. Under applicable law, this
liquidity requirement may be changed from time to time by the OTS to any
amount within the range of 4% to 10%, and the OTS has the authority to
prescribe liquidity requirements for different classes of savings
institutions, which classes may be determined in accordance with criteria
selected by the OTS. First Nationwide was in compliance with this regulation
throughout 1996.

     Cash Equivalents

     The Bank sells federal funds, purchases securities under agreements to
resell, and invests in interest-bearing deposits in other banks from time to
time to help meet the Bank's liquidity requirements and as temporary holdings
until the funds can be otherwise deployed or invested.

     Securities Available for Sale

     Parent Holdings adopted SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity Securities ("SFAS No. 115") effective January 1, 1994. On
November 15, 1995, the Financial Accounting Standards Board ("FASB") issued "A
Guide to Implementation of Statement 115 on Accounting for Certain Investments
in Debt and Equity Securities" (the "Special Report"). The Special Report
provided all entities an opportunity to reassess their ability and intent to
hold securities to maturity and allowed a one-time reclassification of
securities from held-to-maturity to available-for-sale without "tainting" the
remaining held-to-maturity securities (see "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Parent
Holdings--General--Accounting Changes"). On December 29, 1995, the Company
reclassified $231.8 million in carrying value of U.S. government and agency
securities from held-to-maturity to securities available for sale, and
recorded an increase of $1.9 million and $.5 million in stockholder's equity
and minority interest-Hunter's Glen, respectively, for the net unrealized gain
on such securities.

                                    Page 22

<PAGE>



     The following summarizes the amortized cost and estimated fair value of
the Company's securities available for sale at the dates indicated (in
thousands):
<TABLE>
<CAPTION>

                                                                            December 31, 1996
                                                   -----------------------------------------------------------------
                                                                  Gross        Gross         Net
                                                   Amortized   Unrealized   Unrealized   Unrealized     Carrying
                                                     Cost         Gains       Losses        Gain         Value
                                                     ----         -----       ------        ----         -----
<S>                                                  <C>            <C>       <C>            <C>         <C>   
   Marketable equity securities                      $  27,034      $34,954    $     --      $34,954      $  61,988
   U.S. government and agency obligations              480,317          936      (1,222)        (286)       480,031
                                                     ---------   ----------    --------    ---------      ---------

         Total                                        $507,351      $35,890     $(1,222)      34,668      $542,019
                                                      ========      =======     ========                   ========
   Minority interest - Hunter's Glen                                                          (6,240)
   Estimated tax effect                                                                       (3,466)
                                                                                            --------
      Net unrealized holding gain
         in stockholder's equity                                                             $24,962
                                                                                             =======
</TABLE>

<TABLE>
<CAPTION>

                                                                           December 31, 1995
                                                    -------------------------------------------------------------
                                                                 Gross         Gross          Net
                                                    Amortized   Unrealized   Unrealized   Unrealized     Carrying
                                                      Cost        Gains        Losses        Gain         Value
                                                      ----        -----        ------        ----         -----
<S>                                                  <C>           <C>          <C>          <C>           <C>     
   Marketable equity securities                      $  34,000     $80,068      $ --         $ 80,068      $114,068
   U.S. government and agency obligations              231,794       2,768      (69)            2,699       234,493
                                                     ---------    --------      ---          --------     ---------

         Total                                        $265,794     $82,836      $(69)          82,767      $348,561
                                                      ========     =======      ====                       ========
   FDIC portion of unrealized gain on
      marketable equity securities                                                            (34,534)
   Minority interest - Hunter's Glen                                                           (8,682)
   Estimated tax effect                                                                        (4,822)
                                                                                           ---------
      Net unrealized holding gain
         in stockholder's equity                                                             $ 34,729
                                                                                             ========
</TABLE>
<TABLE>
<CAPTION>

                                                   
                                                                          December 31, 1994
                                                    --------------------------------------------------------------
                                                                  Gross        Gross          Net
                                                    Amortized   Unrealized   Unrealized   Unrealized     Carrying
                                                      Cost        Gains        Losses        Gain         Value
                                                      ----        -----        ------        ----         -----
<S>                                                  <C>           <C>          <C>          <C>            <C>    
   Marketable equity securities                      $  34,000     $11,000      $ --         $ 11,000       $45,000
                                                     =========     =======      ====         ========       =======

</TABLE>

     Marketable equity securities available for sale at December 31, 1996
represents approximately 5.93% of the outstanding stock of Affiliated Computer
Services ("ACS"), representing 2.24% of the voting power, with a cost basis of
$27 million. Pursuant to the terms of a settlement agreement dated June 17,
1991, between First Nationwide, ACS, and the FDIC, the FDIC was entitled to
share in a defined portion of the proceeds from the sale of the stock, which,
at December 31, 1995, approximated $34.5 million and which was recorded in
other liabilities. On June 28, 1996, First Nationwide sold 2,000,000 shares of
ACS stock for gross proceeds totalling $92.3 million from which it satisfied
its full obligation to the FDIC and recognized a pre-tax gain of $40.4
million. The net unrealized gain on the ACS stock, net of income taxes,
reported as a separate component of stockholders' equity at December 31, 1996
is $31.5 million. At December 31, 1996, ACS stock closed at $29.75 per share
on the Nasdaq Stock Market, resulting in a total value of $62 million for the
ACS shares held by First Nationwide. The ACS stock represents the only
marketable equity security classified as available for sale at December 31,
1996 and 1995.


                                    Page 23

<PAGE>



     Securities Held to Maturity

     Substantially all of the Company's securities classified as held to
maturity were reclassified to available for sale at December 29, 1995.

     The following summarizes the amortized cost and estimated fair value of
the Company's securities held to maturity at the dates indicated:

<TABLE>
<CAPTION>
                                                                     December 31,
                                      ----------------------------------------------------------------------------     
                                                1996                    1995                      1994
                                               -----                  ------                    -----
                                                   Estimated                 Estimated                  Estimated
                                      Amortized      Fair       Amortized      Fair       Amortized       Fair
                                        Cost         Value        Cost         Value        Cost          Value
                                        ----         -----        ----         -----        ----          -----
                                                                     (in millions)
<S>                                   <C>           <C>          <C>          <C>        <C>            <C>
     U. S. government and agency
         obligations                     $4            $4          $ --         $ --         $410         $407
     Municipal and other securities      --            --             1            1            2            2
                                        ---           ---          ----          ---        -----        -----
         Total                           $4            $4           $ 1          $ 1         $412         $409
                                         ==            ==           ===          ===         ====         ====
</TABLE>

     The weighted average stated interest rate on the Company's securities
held to maturity was 6.85%, 8.25% and 5.79% at December 31, 1996, 1995 and
1994, respectively.

      Mortgage-Backed Securities Available for Sale

     The following summarizes the amortized cost and estimated fair value of
the Company's mortgage-backed securities available for sale at the dates
indicated (in thousands):

<TABLE>
<CAPTION>
                                                                            December 31, 1996
                                                   -----------------------------------------------------------------
                                                                    Gross        Gross         Net
                                                      Amortized   Unrealized  Unrealized    Unrealized    Carrying
                                                        Cost        Gains       Losses         Gain         Value
                                                        ----        -----        ------        ----         -----
<S>                                                 <C>           <C>          <C>          <C>            <C>    
  Mortgage-backed securities:
   GNMA                                               $   67,130     $   652     $   (95)     $    557   $   67,687
   FNMA                                                  523,894       5,113      (5,042)           71      523,965
   FHLMC                                                 626,267      17,115        (310)       16,805      643,072
   Collateralized mortgage obligations                   364,675         497      (1,244)         (747)     363,928
                                                     ------------ ----------    --------      --------   ------------
     Total                                            $1,581,966     $23,377     $(6,691)       16,686   $1,598,652
                                                      ==========     =======     =======                  ==========
  Minority interest - Hunter's Glen                                                             (3,004)
  Estimated tax effect                                                                          (1,669)
                                                                                              --------
   Net unrealized holding gain
     in stockholder's equity                                                                  $ 12,013
                                                                                              ========
</TABLE>



                                    Page 24

<PAGE>
<TABLE>
<CAPTION>



                                                                            December 31, 1995
                                                   -----------------------------------------------------------------
                                                                     Gross       Gross        Net
                                                      Amortized   Unrealized   Unrealized  Unrealized    Carrying
                                                        Cost         Gains       Losses       Gain         Value
                                                        ----        -----        ------        ----         -----
<S>                                                  <C>           <C>          <C>          <C>            <C>    
  Mortgage-backed securities:
   GNMA                                               $   14,018      $   906    $    --     $   906     $   14,924
   FNMA                                                  294,070        5,643         --       5,643        299,713
   FHLMC                                                 801,393       19,671         (1)     19,670        821,063
   Collateralized mortgage obligations                   345,699          793     (4,678)     (3,885)       341,814
                                                     ------------  ----------    -------   ---------    -----------
     Total                                            $1,455,180      $27,013    $(4,679)     22,334     $1,477,514
                                                      ==========      =======    =======                ===========
  Minority interest - Hunter's Glen                                                           (4,020)
  Estimated tax effect                                                                        (2,233)
                                                                                            ---------
   Net unrealized holding gain
     in stockholder's equity                                                                 $16,081
                                                                                             =======
</TABLE>

     On December 29, 1995, the Company reclassified $1.5 billion in carrying
value of mortgage-backed securities from held-to-maturity to mortgage-backed
securities available for sale. This reclassification resulted in a net
after-tax increase in the unrealized gain account in stockholder's equity and
minority interest-Hunter's Glen of $16.1 million and $4.0 million,
respectively.

     At December 31, 1996 and 1995, mortgage-backed securities available for
sale included securities totalling $53.0 million and $63.4 million,
respectively, which resulted from the securitization of certain qualifying
mortgage loans from First Nationwide's loan portfolio. There were no
mortgage-backed securities classified as available for sale at December 31,
1994.

     Mortgage-backed securities available for sale included $1.1 billion and
$979.0 million of variable-rate securities as of December 31, 1996 and 1995,
respectively. No variable-rate securities were classified as available for
sale at December 31, 1994.

     Parent Holdings maintains a significant portfolio of mortgage-backed
securities as a means of investing in housing-related mortgage instruments
without the costs associated with originating mortgage loans for portfolio
retention and the credit risk of default which arises in holding a portfolio
of loans to maturity. By investing in mortgage-backed securities, management
seeks to achieve a positive spread over the cost of funds used to purchase
these securities. Mortgage-backed securities available for sale are carried at
fair value, with unrealized gains and losses excluded from earnings and
reported in a separate component of stockholders' equity. Premiums and
discounts on the purchase of mortgage-backed securities are amortized or
accreted as a yield adjustment over the life of the securities using the
interest method, with the amortization or accretion effect of prepayments
being adjusted based on revised estimates of future repayments.

     Mortgage-backed securities generally yield less than the loans which
underlie such securities because of their payment guarantees or credit
enhancements which reduce credit risk. In addition, mortgage-backed securities
are more liquid than individual mortgage loans and may be used to
collateralize borrowings. Mortgage-backed securities issued or guaranteed by
FNMA or FHLMC (except interest-only securities or the residual interests in
collateralized mortgage obligations ("CMOs")) are weighted at no more than 20%
for risk-based capital purposes, compared to a weight of 50% to 100% for
residential loans. See "--Regulation--Regulation of the Bank."

     The following represents the largest privately issued CMOs held by the
Company at December 31, 1996 (in millions):
<TABLE>
<CAPTION>

                                                                  Aggregate                  Aggregate
                                                                Carrying Value             Market Value
                                                                --------------             ------------
<S>                                                                   <C>                   <C>
     Salomon Brothers                                                 $31                   $31
                                                                      ===                   ===
</TABLE>


                                    Page 25

<PAGE>



     The Company held privately issued CMOs with an aggregate carrying value
of $233.1 million at December 31, 1996.

     At December 31, 1996, all of the mortgage-backed securities held by
Parent Holdings have the highest credit rating from one or more of the
national securities rating agencies. Such credit rating, however, may be
subject to revision or withdrawal at any time by such rating agencies. The
mortgage-backed securities which Parent Holdings purchases and maintains in
its portfolio include certain CMOs. A CMO is a special type of pay-through
debt obligation in which the stream of principal and interest payments on the
underlying mortgages or mortgage-backed securities is used to create classes
with different maturities and, in some cases, amortization schedules and a
residual class of the CMO security being sold, with each such class possessing
different risk characteristics. The residual interest sold represents any
residual cash flows which result from the excess of the monthly receipts
generated by principal and interest payments on the underlying mortgage
collateral and any reinvestment earnings thereon, less the cash payments to
the CMO holders and any administrative expenses. As a matter of policy, due to
the risk associated with residual interests, the Company does not invest in
the residual interests of CMOs.

     Mortgage-backed Securities Held to Maturity

     Substantially all of the Company's mortgage-backed securities, except for
mortgage-backed securities resulting from the securitization of certain of
First Nationwide's loans, were reclassified from the held-to-maturity
portfolio to the available-for-sale portfolio on December 29, 1995.

     A summary of the Company's mortgage-backed securities held to maturity at
the dates indicated is as follows:
<TABLE>
<CAPTION>

                                                                         December 31,
                                               -------------------------------------------------------------
                                                      1996                 1995                 1994
                                              --------------------  --------------------  -------------------
                                                          Estimated            Estimated            Estimated
                                               Amortized    Fair    Amortized    Fair     Amortized   Fair
                                                 Cost       Value     Cost       Value      Cost      Value
                                                 ----       -----     ----       -----      ----      ------
                                                                       (in millions)
<S>                                         <C>        <C>       <C>        <C>        <C>          <C>   
     GNMA                                   $      --  $      -- $      --  $      --  $     16     $   16
     FNMA                                       1,214      1,232       533        548     1,078      1,060
     FHLMC                                        406        420       988      1,016     1,660      1,647
     CMOs                                          --         --        --         --       397        370
     Other                                          2          2         3          3         3          3
                                               ------     ------    ------     ------    ------     ------
         Total                                 $1,622     $1,654    $1,524     $1,567    $3,154     $3,096
                                               ======     ======    ======     ======    ======     ======
</TABLE>

     The weighted average stated interest rate on the Company's
mortgage-backed securities held to maturity was 7.27%, 7.46% and 6.30% at
December 31, 1996, 1995 and 1994, respectively. At December 31, 1996, 1995 and
1994, mortgage-backed securities held to maturity included securities
totalling $1.6 billion, $1.5 billion and $1.4 billion, respectively, which
resulted from the securitization with FNMA and FHLMC of certain qualifying
mortgage loans from First Nationwide's or San Francisco Federal's loan
portfolios with full recourse to First Nationwide. At December 31, 1996, 1995
and 1994, the Company had $1.6 billion, $1.5 billion and $2.5 billion of
variable rate mortgage-backed securities held to maturity.

     For the years ended December 31, 1996, 1995 and 1994, the Company did not
sell any of its mortgage-backed securities held to maturity.

     Mortgage-backed securities held to maturity are carried at amortized cost
rather than the lower of cost or market, unless there is evidence of a decline
other than a temporary decline in value. Anything other than temporary
declines in value are charged to income in the periods in which the declines
are determined. Premiums and discounts on the purchase of mortgage-backed
securities are amortized or accreted as a yield adjustment over the life of
the securities using the effective interest method, with the amortization or
accretion effect of prepayment being adjusted based on

                                    Page 26

<PAGE>



revised estimates of future repayments.

     The following table summarizes the Company's mortgage-backed securities
held-to-maturity portfolio and the related weighted average coupon rate at
December 31, 1996, based upon contractual scheduled maturities allocated to
the appropriate maturity categories. This table does not reflect the scheduled
amortization or any anticipated prepayment of the underlying loans
collateralizing such securities in the portfolio.

<TABLE>
<CAPTION>

                      Over Ten
                      But Within        WAC             Over         WAC
                       Fifteen          (1)         Fifteen Years    (1)        Total (2)
                       -------          ---         -------------    ---        ---------
                        Years
                        -----
<S>                         <C>        <C>            <C>            <C>      <C>   
FNMA                        $--           --%           $1,214         7.02%    $1,214
FHLMC                        --           --%              406         8.06%       406
Other                         1        10.00%                1         7.80%         2
                            ---                       ----------               ---------
                             $1                         $1,621                  $1,622
                             ==                         ======                  ======
</TABLE>
---------------
     (1) Weighted average coupon rate.
     (2) There are no material contractual scheduled maturities over zero but
within ten years.


                                    Page 27

<PAGE>




SOURCES OF FUNDS

     General

     Deposits, sales of securities under agreements to repurchase, advances
from the FHLBs of Dallas and San Francisco, and sales, maturities and
principal repayments on loans and mortgage-backed securities have been the
major sources of funds for use in the Bank's lending and investment activities
and other general business purposes. Management of the Bank closely monitors
rates and terms of competing sources of funds on a daily basis and utilizes
the source which is most cost-effective. The availability of funds from sales
of loans and securities is influenced by the levels of general interest rates
and other market conditions. For additional information regarding the
Company's sources of funds, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Parent Holdings" and the
Company's Consolidated Statements of Cash Flows set forth in its Consolidated
Financial Statements.

     Loan principal and interest payments are a relatively stable source of
funds, while customer deposit inflows and outflows and loan prepayments are
influenced significantly by the levels of general interest rates and money
market conditions, and may fluctuate widely. Borrowings may be used to
compensate for reductions in normal sources of funds such as customer
deposits.

     Deposits

     The Bank offers a variety of deposit accounts designed to attract both
short-term and long-term deposits. There are no rate limitations on any type
of deposit account presently offered by the Bank. The ability of the Bank to
retain and attract new deposits is dependent upon the variety and
effectiveness of its customer account products, customer service and
convenience, and prevailing market conditions. The following table shows the
distribution of deposits of First Nationwide by type of account at the dates
indicated.

<TABLE>
<CAPTION>
                                                                   At December 31,
                                     -------------------------------------------------------------------------
                                              1996                     1995                     1994
                                     --------------------------  ---------------------    -------------------
                                                      Percent                 Percent                Percent
                                        Amount      of Deposits   Amount    of Deposits    Amount  of Deposits
                                        ------      -----------   ------    -----------    ------  ------------
                                                                (dollars in millions)
<S>                                    <C>             <C>       <C>         <C>        <C>          <C>
   Transaction accounts:
     Passbook accounts                  $   841         10.0%   $   664         6.5%     $  685        7.5%
     Demand deposits:
       Interest-bearing                     510          6.0        684         6.7         667        7.3
       Noninterest-bearing                  729          8.6        697         6.8         352        3.8
     Money market deposit accounts          881         10.4      1,443        14.2       1,927       21.1
                                       --------         ----   --------      ------      ------    -------
       Total transaction accounts         2,961         35.0      3,488        34.2       3,631       39.7
   Term accounts                          5,503         65.0      6,696        65.8       5,519       60.3
                                        -------       ------   --------      ------      ------      -----
                                          8,464        100.0%    10,184       100.0%      9,150      100.0%
                                                       =====                  =====                  =====
   Accrued interest payable                  32                      51                      26
   Purchase accounting adjustments, net       6                       7                      21
                                        ---------                ------                  ------
       Total                             $8,502                 $10,242                  $9,197
                                         ======                 =======                  ======
</TABLE>

     Deposit balances, excluding purchase accounting adjustments, averaged
$9.2 billion, $9.9 billion and $2.6 billion during 1996, 1995 and 1994,
respectively, with average interest rates of 4.66%, 4.67% and 3.86%,
respectively. The weighted average stated interest rates on deposits at
December 31, 1996, 1995 and 1994 were 4.53%, 4.67% and 4.19%, respectively.



                                    Page 28

<PAGE>



     The following table presents the average balance and weighted average
rate paid on each deposit type of First Nationwide for the periods indicated.
<TABLE>
<CAPTION>

                                                              Years ended December 31,
                                    --------------------------------------------------------------------------
                                                1996                    1995                    1994
                                     --------------------------  --------------------     --------------------
                                        Average       Average     Average     Average      Average   Average
                                        Balance      Rate Paid    Balance    Rate Paid     Balance  Rate Paid
                                        -------      ---------    -------    ---------     -------  ---------
                                                                (dollars in millions)
<S>                                    <C>             <C>      <C>          <C>          <C>        <C>
Transaction accounts:
   Passbook accounts                       $1,154        2.72%       $666      2.20%        $179          2.14%
   Demand deposits:                                                                       
     Interest-bearing                         289        1.87         699      1.00          184           .97
     Noninterest-bearing                      825       --            583     --              93         --
   Money market deposit accounts              946        3.39       1,581      3.22          547          2.98
Term accounts                               6,032        6.00       6,398      6.10        1,611          4.91
                                          -------        ----     -------     ------      ------          ----
                                                                                          
   Total                                   $9,246        4.66%     $9,927      4.67%      $2,614          3.86%
                                           ======        ====      ======      ====       ======          ====
</TABLE>
                                                         
     The following table sets forth the scheduled maturities of First
Nationwide's term accounts by stated interest rate at December 31, 1996.

<TABLE>
<CAPTION>
                                                                                          2000 and
                                                    1997         1998          1999       thereaft    Total
                                                    ----         ----          ----      ---------    -----
                                                                            (in millions)

<S>   <C>                                     <C>              <C>           <C>           <C>       <C>      
      3.00% or less                           $      --        $   --        $   --        $   --    $      --
      3.01 -   4.00%                                  3            --            --            --            3
      4.01 -   5.00%                                294            15             5            --          314
      5.01 -   6.00%                              3,301           600            67           128        4,096
      6.01 -   7.00%                                489            54            47            91          681
      7.01 -   8.00%                                244            42            15            59          360
      8.01 -   9.00%                                 41             3             3            --           47
      9.01 -  10.00%                                 --             2            --            --            2
      Over 10%                                       --            --            --            --           --
                                             ----------       -------       -------       -------   ----------
              Total term accounts                $4,372          $716          $137          $278       $5,503
                                                 ======          ====          ====          ====       ======
</TABLE>

     The following table sets forth remaining maturities for First
Nationwide's term deposits in amounts of $100,000 or more at December 31, 1996
(in millions):

         3 months or less                                     $232
         Over 3 months but within 6 months                     203
         Over 6 months but within 12 months                    239
         Over 12 months                                        194
                                                             -----
                                                              $868
                                                             =====

     At December 31, 1996, the aggregate amount outstanding of certificates of
deposit of $100,000 or larger at First Nationwide was $868 million, compared
with $690 million and $523 million at December 31, 1995 and 1994,
respectively. Deposits held by foreign investors totalled $58 million, $63
million and $58 million at December 31, 1996, 1995 and 1994, respectively.

     The Bank's deposit accounts are held primarily by individuals residing in
the vicinity of its retail branch offices located throughout the country. The
Bank has emphasized, and will continue to emphasize, a retail branch network
for attracting deposits. Key market areas, particularly the West Coast region,
will continue to be targeted for expansion of

                                    Page 29

<PAGE>



retail deposits and the cross-selling of additional consumer products.

     When cost-effective relative to other sources of funding, the Bank issues
certificates of deposit through direct placement programs and national
investment banking firms ("Brokered Deposits"). These deposits are usually in
amounts less than $100,000 and are obtained from a diverse customer base.
While these funds are generally more costly than traditional passbook and
money market deposits and more volatile as a source of funds because of their
sensitivity to the rates offered, they supplement retail customer deposits in
raising funds for financing and liquidity purposes. At December 31, 1996,
First Nationwide had $674 million of Brokered Deposits outstanding,
representing 7.96% of total deposits.

     The following table presents the scheduled maturity of First Nationwide's
Brokered Deposits and all other retail term deposits at December 31, 1996.
<TABLE>
<CAPTION>

                                                                                2000
                                         1997         1998          1999   and thereafter     Total
                                         ----         ----          ----   --------------     -----
                                                                 (in millions)
<S>                                   <C>            <C>           <C>         <C>          <C>         
     Brokered Deposits                $   391        $  10         $  38       $  31        $   470 (i)
     Retail term deposits               3,981          706           100         246          5,033
                                      -------        -----         -----       -----        -------
         Total term deposits           $4,372         $716          $138        $277         $5,503
                                       ======         ====          ====        ====         ======
</TABLE>

     (i) Excludes $204 million of brokered money market accounts at December
31, 1996.

     Borrowings

     The Company and the Bank utilize various borrowings as alternative
sources of funds for its business needs. These sources have included
securities sold under agreements to repurchase, FHLB advances and subordinated
debentures. First Nationwide relied primarily on FHLB advances and securities
sold under agreements to repurchase to replace funding from deposits sold in
the Branch Sales.


                                    Page 30

<PAGE>



     Short-term Borrowings

     The following table sets forth for the Company each category of
borrowings due within one year: (i) for the periods presented, the average
amount outstanding, the maximum amount outstanding at any month end and the
average interest rate paid, and (ii) at period end, the amount outstanding and
average interest rate paid. Amounts and rates reflected in the table exclude
accrued interest payable and purchase accounting adjustments.
<TABLE>
<CAPTION>

                                                                          At or for the year ended December 31,
                                                                          -------------------------------------
                                                                           1996           1995        1994
                                                                           ----           ----        ----
                                                                                  (dollars in millions)
<S>                                                                       <C>         <C>          <C> 
     FHLB advances:
         Average balance outstanding                                      $2,455         $862         $434
         Maximum amount outstanding at any
              month end during the period                                  3,141        1,487        1,909
         Balance outstanding at end of period                              2,741        1,487        1,049
         Average interest rate during the period                            5.83%        7.19%        6.56%
         Average interest rate at end of period                             5.78%        6.12%        7.34%

     Securities sold under agreements to repurchase:
         Average balance outstanding                                       1,931        1,351          499
         Maximum amount outstanding at any
              month end during the period                                  2,424        1,965        1,880
         Balance outstanding at end of period                              1,510          698        1,880
         Average interest rate during the period                            5.70%        6.53%        3.78%
         Average interest rate at end of period                             5.88%        6.06%        6.51%

</TABLE>

     At December 31, 1996, First Nationwide had an estimated additional
secured borrowing capacity of $2.5 billion with the FHLB and other sources.
These collateralized funding sources may also be used to satisfy other funding
requirements.

     Securities Sold Under Agreements to Repurchase

     The Bank enters into reverse repurchase agreements whereby it sells
marketable U. S. government and mortgage-backed securities and CMOs with a
commitment to repurchase the securities at a specified price and on a
specified date. These agreements are recorded as financings, and the
obligation to repurchase assets sold is reflected as a liability on the
consolidated statement of financial condition. The dollar amount of assets
underlying the agreements remains in the asset accounts. The securities
underlying the agreements are delivered to the dealers who arranged the
transactions. The counterparty to the repurchase agreement may have loaned the
securities to other parties in the normal course of their operations; however,
all agreements require that the identical securities be resold to the Bank at
the maturity of the agreements. In order to reduce possible risks associated
with these borrowing transactions, the reverse repurchase agreements are
generally entered into with national investment banking firms and major
commercial banks which are primary dealers in these securities.

     During 1996, First Nationwide increased the level of funds borrowed under
reverse repurchase agreements from $1.0 billion at December 31, 1995 to $1.6
billion at December 31, 1996 primarily to offset the effect of the Branch
Sales.

     FHLB Advances

     The FHLB functions in a credit capacity for savings institutions and
certain other home financing institutions. A thrift institution may generally
borrow from its district FHLB through advances secured by its home mortgages
and other assets (principally securities which are obligations of, or
guaranteed by, the U.S. government). A thrift is required

                                    Page 31

<PAGE>



to hold a minimum amount of capital stock of the FHLB based upon a percentage
of its outstanding home mortgage loans and similar obligations, a percentage
of its outstanding advances from the FHLB or a certain percentage of total
assets. Such advances \may be made pursuant to several different credit
programs made available from time to time by the FHLB to meet seasonal
activity and other withdrawals of deposit accounts and to expand lending, each
of which has its own interest rate and range of maturities. The FHLB
prescribes the acceptable uses, as well as limitations on the size of such
advances. Depending on the program, such limitations are based either on a
fixed percentage of the institution's net worth or on the FHLB's assessment of
the institution's creditworthiness.

     During 1995, First Nationwide prepaid $250 million in FHLB advances,
resulting in a $2 million extraordinary gain on the early extinguishment of
debt, net of tax. During 1994, First Nationwide prepaid $95.2 million in FHLB
advances resulting in an extraordinary gain on the early extinguishment of
debt, net of tax, of approximately $1.4 million.

     Interest Rate Swap Agreements

     The Bank has used interest rate swap agreements to adjust its interest
rate risk exposure on fixed rate FHLB advances. First Nationwide had interest
rate swap agreements with a notional principal amount of $400 million
outstanding at December 31, 1996. The notional amount does not represent
amounts exchanged by the parties and thus, is not a measure of the Bank's
exposure. The Bank pays the variable rate and receives the fixed rate based on
LIBOR under these agreements. The differential between these two amounts may
change significantly in the future due to fluctuations in market interest
rates.

     In order to reduce possible counterparty nonperformance risk, the Bank
has entered into interest rate swap agreements only with national investment
banking firms and the FHLB of San Francisco.

     Senior Notes due 2003

      On April 17, 1996, Parent Holdings issued $455 million of its 12-1/2%
Senior Notes ("Parent Senior Notes"). The notes will mature on April 15, 2003,
with interest payable semiannually on April 15 and October 15 of each year.
Deferred issuance costs associated with the issuance of the Parent Senior
Notes totalling $18.1 million were recorded in other assets and are being
amortized over the term of the Parent Senior Notes. Discount associated with
the issuance of the Parent Senior Notes totalling $5.2 million is included in
the carrying value of the liability and is being accreted over the term of the
Parent Senior Notes.

      The Parent Senior Notes are redeemable at the option of the Company, in
whole or in part at the following redemption prices: (i) on or after April 15,
2000, at 106.25% of the principal amount thereof, plus accrued interest and
unpaid interest to the date of redemption, (ii) on or after April 15, 2001, at
103.125% of the principal amount thereof, plus accrued interest and unpaid
interest to the date of redemption, and (iii) thereafter, at 100% of the
principal amount thereof, plus accrued interest and unpaid interest to the
date of redemption.

      The Parent Senior Notes are senior unsecured obligations of the Company
and rank pari passu in right of payment with all future senior debt of the
Company, if any is issued, and senior to all future subordinated debt of the
Company, if any is issued. The Parent Senior Notes are subordinated to (i) all
existing and future liabilities, including deposits, indebtedness and trade
payables of its subsidiaries, including FN Holdings and the Bank, and (ii) all
preferred stock issued by its subsidiaries, including the Preferred Stock of
the Bank, the Cal Fed Preferred Stock, the REIT Preferred Stock and the FN
Holdings Preferred Stock. The Parent Senior Notes are also subordinated to the
obligations of FN Holdings under the Tax Sharing Agreement (as defined herein)
between and among the Bank, FN Holdings and Mafco Holdings. The terms and
conditions of the Indenture governing the Notes and the FN Holdings indentures
impose restrictions that affect, among other things, the ability of the
Company or FN Holdings, as the case may be, to incur debt, pay dividends or
make distributions, engage in a business other than holding the common stock
of FN Holdings, in the case of the Company, or of First Nationwide Bank and
similar banking institutions, in the case of FN Holdings, make acquisitions,
create liens, sell assets and make certain investments. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Parent Holdings--Liquidity."


                                    Page 32

<PAGE>



      FN Holdings Senior Notes

      In connection with the FN Acquisition, FN Holdings issued $200 million
of FN Holdings Senior Notes, including $5.5 million to certain directors and
officers of the Bank. Deferred issuance costs of $9.9 million associated with
the issuance of the FN Holdings Senior Notes were recorded in other assets in
the Company's consolidated statement of financial condition and are being
amortized over the term of the FN Holdings Senior Notes.

      The FN Holdings Senior Notes are redeemable at the option of FN
Holdings, in whole or in part, during the 12- month period beginning May 15,
1999, at a redemption price of 106.125% plus accrued and unpaid interest to
the date of redemption, and thereafter at 100% plus accrued and unpaid
interest to the date of redemption. Because FN Holdings is a holding company,
the notes are effectively subordinated to all existing and future liabilities,
including deposits and other borrowings of the Bank, and to the Preferred
Stock, the Cal Fed Preferred Stock and the REIT Preferred Stock. The terms and
conditions of the indenture for the FN Holdings Senior Notes (the "FN Holdings
Senior Notes Indenture") impose restrictions that affect, among other things,
the ability of FN Holdings to incur debt, pay dividends, make acquisitions,
create liens, sell assets and make certain investments. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Parent Holdings--Liquidity."

     FN Holdings 10-5/8% Notes

     As a result of the Cal Fed Acquisition, on January 3, 1997, FN Holdings
assumed $575 million of the FN Holdings 10-5/8% Notes which bear interest at
10-5/8% and mature on October 1, 2003. Deferred issuance costs of $20 million
associated with the issuance of the FN Holdings 10-5/8% Notes were recorded in
other assets in the Company's consolidated statement of financial condition
and are being amortized over the term of the FN Holdings 10-5/8% Notes.

     The FN Holdings 10-5/8% Notes are redeemable at the option of FN
Holdings, in whole or in part, during the 12- month period beginning January
1, 2001, at the redemption price of 105.313% for the year beginning January 1,
2001, at 102.656% for the year beginning January 1, 2002, and at 100%
thereafter. The FN Holdings 10-5/8% Notes are subordinated to all existing and
future senior indebtedness of FN Holdings and are effectively subordinated to
deposits and other borrowings of the Bank and to the Preferred Stock, the Cal
Fed Preferred Stock and the REIT Preferred Stock. The terms and conditions of
the indenture agreement for the FN Holdings 10-5/8% Notes (the "FN Holdings
10-5/8% Notes Indenture") impose restrictions that affect, among other things,
the ability of FN Holdings to incur debt, pay dividends, make acquisitions,
create liens, sell assets, and make certain investments.

     FN Holdings Senior Subordinated Notes

     On January 31, 1996, FN Holdings issued $140 million of 9-1/8% senior
subordinated notes due in 2003 ("FN Holdings Senior Sub Notes," and together
with the FN Holdings Senior Notes and the FN Holdings 10-5/8% Notes, the "FN
Holdings Notes"). The net proceeds of this debt issuance, totalling $133
million, were contributed to First Nationwide on February 1, 1996. Deferred
issuance costs associated with the FN Holdings Senior Sub Notes totalling $7.0
million were recorded in other assets and are being amortized over the term of
the FN Holdings Senior Sub Notes.

     The FN Holdings Senior Sub Notes are redeemable at the option of FN
Holdings, in whole or in part, during the 12-month period beginning January 1,
2001, at a redemption price of 104.5625%, plus accrued interest to the date of
redemption, and thereafter at 100% plus accrued interest. The FN Holdings
Senior Sub Notes are subordinated to all existing and future liabilities,
including the FN Holdings Senior Notes, and are effectively subordinated to
deposits and other borrowings of the Bank and to the Preferred Stock, the Cal
Fed Preferred Stock and the REIT Preferred Stock. The terms and conditions of
the indenture agreement for the FN Holdings Senior Sub Notes (the "FN Holdings
Senior Sub Notes Indenture") impose restrictions that affect, among other
things, the ability of FN Holdings to incur debt, pay dividends, make
acquisitions, create liens, sell assets, and make certain investments.


                                    Page 33

<PAGE>



     Subordinated Debentures

     As part of the FN Acquisition, First Nationwide assumed subordinated
debentures, which bear interest at 10% per annum and mature on October 1, 2006
(the "Old FNB Debentures"). At December 31, 1996, the aggregate principal
amount of the Old FNB Debentures outstanding was $92.1 million.

     Events of Default under the indenture governing the Old FNB Debentures
(the "Old FNB Indenture") include, among other things: (i) a default in the
payment of interest when due and such default continues for 30 days, (ii) a
default in the payment of any principal when due, (iii) the failure to comply
with covenants in the Old FNB Indenture, provided that the trustee or holders
of at least 25% in principal amount of the outstanding Old FNB Debentures
notify the Bank of the default and the Bank does not cure the default within
60 days after receipt of such notice, (iv) certain events of bankruptcy,
insolvency or reorganization of the Bank, (v) the FSLIC/RF (or a comparable
entity) is appointed to act as conservator, liquidator, receiver or other
legal custodian for the Bank and (vi) a default under other indebtedness of
the Bank in excess of $10 million resulting in such indebtedness becoming due
and payable, and such default or acceleration has not been rescinded or
annulled within 60 days after the date on which written notice of such failure
has been given by the trustee to the Bank or by holders of at least 25% in
principal amount of the outstanding Old FNB Debentures to the Bank and the
trustee.

     SFFed Notes

     As part of the SFFed Acquisition, First Nationwide assumed $50 million of
SFFed Senior Notes (the "SFFed Notes"), which bear interest at 11.20% per
annum and mature on September 1, 2004. In connection with the assumption of
the SFFed Notes, First Nationwide and all of the holders of the SFFed Notes
entered into an agreement amending certain provisions of the note purchase
pursuant to which the SFFed Notes were sold (as amended, the "Note Purchase
Agreement"). On September 12, 1996, First Nationwide repurchased $44.0 million
aggregate principal amount of the SFFed Notes at a price of approximately
116.45% of the principal amount, plus the accrued interest thereon. First
Nationwide recorded an extraordinary loss, net of tax, of $1.6 million in
connection with such repurchase. At December 31, 1996, the aggregate principal
amount of SFFed Notes outstanding was $6.0 million.

     Events of Default under the Note Purchase Agreement include, among other
things: (i) failure to make any payment of principal when due; (ii) any
failure to make any payment of interest when due and such payment is not made
within 15 days after the date such payment was due; (iii) failure to comply
with certain covenants in the Note Purchase Agreement, provided that such
failure continues for more than 60 days; (iv) failure to deliver to holders a
notice of default, notice of event of default, or notice of claimed default as
provided in the Note Purchase Agreement; (v) failure to comply with any
provision of the Note Purchase Agreement, provided that such failure continues
for more than 60 days after notice is delivered to the Bank; (vi) a default
under other indebtedness provided that the aggregate amount of all obligations
in respect of such indebtedness exceeds $15 million; (vii) one or more final,
non-appealable judgments outstanding against the Bank or its subsidiaries for
the payment of money aggregating in excess of $15 million, any one of which
has been outstanding for 45 days and shall not have been discharged in full or
stayed; (viii) any warranty, representation or other statement contained in
the Note Purchase Agreement by the Bank or any of its subsidiaries being false
or misleading in any material respect when made; or (ix) certain events of
bankruptcy, insolvency or reorganization of the Bank or its subsidiaries.

     FN Holdings Preferred Stock

     On September 19, 1996, the Company issued 10,000 shares of the FN
Holdings Preferred Stock. The FN Holdings Preferred Stock has a stated
liquidation value of $15,000 per share, plus accrued and unpaid dividends, if
any. Dividends on the FN Holdings Preferred Stock will be cumulative and will
accrue and be payable (i) in cash at an annual floating rate of the cost of
funds to an affiliate of FN Holdings under such affiliate's bank credit
facility (without taking into account any default interest that may be payable
under such bank credit facility) (such rate, the "Cost of Funds Rate") and
(ii) in newly issued shares of another series of Cumulative Perpetual
Preferred Stock of FN Holdings (the "Additional FN Holdings Preferred Stock")
at an annual rate of 2% of the stated liquidation value of the FN Holdings
Preferred Stock, in each case, if, when and as declared by the Board of
Directors of FN Holdings. Dividends on the

                                    Page 34

<PAGE>



Additional FN Holdings Preferred Stock will be cumulative and will accrue and
be payable in shares of Additional FN Holdings Preferred Stock at an annual
rate equal to the Cost of Funds Rate plus 2% of the stated liquidation value
of the Additional FN Holdings Preferred Stock if, when and as declared by the
Board of Directors of FN Holdings. Additional FN Holdings Preferred Stock will
have substantially the same relative rights, terms and preferences as the FN
Holdings Preferred Stock except as set forth above with respect to the payment
of dividends. If all of the outstanding shares of the FN Holdings Preferred
Stock are not redeemed by FN Holdings before January 1, 2000, all dividends on
the FN Holdings Preferred Stock and the Additional FN Holdings Preferred Stock
accruing thereafter will be payable in cash. Dividends on the FN Holdings
Preferred Stock are payable quarterly on January 1, April 1, July 1 and
October 1 of each year, commencing January 1, 1997, out of funds legally
available therefor. The FN Holdings Preferred Stock will rank prior to the
common stock of FN Holdings and to all other classes and series of equity
securities subsequently issued.

     Except as required by law, the holders of the FN Holdings Preferred Stock
and the Additional FN Holdings Preferred Stock will not be entitled to any
voting rights unless the equivalent of four quarterly dividends are in arrears
or certain bankruptcy-related events occur, in which case the number of
directors of FN Holdings will be increased by two and the holders of the FN
Holdings Preferred Stock and the Additional FN Holdings Preferred Stock,
voting together as a class, separately from any other class, will be entitled
to elect two directors, who shall serve until all dividends in arrears have
been paid or declared and set apart for payment or such bankruptcy-related
event has been cured.

     The FN Holdings Preferred Stock and the Additional FN Holdings Preferred
Stock will be redeemable so long as Special Purpose Corp. is the sole holder
thereof, at any time, and, if Special Purpose Corp. is not the sole holder
thereof, at any time after the fifth anniversary of the issuance of the FN
Holdings Preferred Stock, in each case, upon prior written notice, at the
option of FN Holdings, in whole or in part, at a redemption price equal to the
stated liquidation value of $15,000 per share plus any accrued and unpaid
dividends. Upon any redemption of the FN Holdings Preferred Stock by FN
Holdings, a pro rata portion of the outstanding Additional FN Holdings
Preferred Stock will be contributed to the capital of FN Holdings, without any
payment therefor, and such shares will be retired and canceled. If all of the
shares of the FN Holdings Preferred Stock are redeemed on or before December
31, 1999, all outstanding shares of the Additional FN Holdings Preferred Stock
will be contributed to the capital of FN Holdings, without any payment
therefor, and such shares will be retired and canceled.

     Minority Interest - Preferred Stock of the Bank

     In connection with the FN Acquisition, First Nationwide issued 3,007,300
shares of Preferred Stock. The Preferred Stock has a stated liquidation value
of $100 per share, plus declared and unpaid dividends, if any. Cash dividends
are noncumulative and are payable at an annual rate of 11-1/2% per share if,
when and as declared by the Board of Directors of the Bank.

     The Preferred Stock ranks prior to the common stock of the Bank and to
all other classes and series of equity securities subsequently issued, other
than any class or series expressly designated as being on a parity with or
senior to the Preferred Stock as to dividends and liquidating distributions.
The $172.5 million of 10-5/8% preferred stock acquired in connection with the
Cal Fed Acquisition (the "Cal Fed Preferred Stock") ranks on parity with the
Preferred Stock as to dividend and liquidating distribution.

     The terms of the Preferred Stock provide that the Bank may not declare or
pay any dividends or other distributions (other than in shares of common stock
of the Bank or other classes of equity securities of the Bank ranking junior
to the Preferred Stock (collectively, "Junior Stock")) with respect to any
Junior Stock or redeem or otherwise acquire, or set apart funds for the
repurchase, redemption or other acquisition of any Junior Stock (including the
common stock held by FN Holdings), through a sinking fund or otherwise, unless
and until: (i) the Bank has paid full dividends on the Preferred Stock for the
four most recent dividend periods, or funds have been paid over to the
dividend disbursing agent of the Bank for payment of such dividends, and (ii)
the Bank has declared a cash dividend on the Preferred Stock at the annual
dividend rate for the current dividend period, and sufficient funds have been
paid over to the dividend disbursing agent of the Bank for the payment of a
cash dividend for such current dividend period. The Bank is currently in

                                    Page 35

<PAGE>



compliance with both of such requirements.

     Holders of the Preferred Stock have no voting rights, except as required
by law or in certain limited circumstances.

     Except in the event of a change of control, the Preferred Stock is not
redeemable prior to September 1, 1999. The Preferred Stock is redeemable
solely at the option of the Bank or its successor or any acquiring or
resulting entity with respect to the Bank (including by any parent or
subsidiary of the Bank, any such successor, or any such acquiring or resulting
entity), as applicable, at any time on and after September 1, 1999, in whole
or in part, at $105.75 per share on or after September 1, 1999 and prior to
September 1, 2000, and at prices decreasing pro rata annually thereafter to
the stated liquidation value of $100 per share on or after September 1, 2004,
plus declared and unpaid dividends, if any, without interest. Upon a change of
control, the Preferred Stock is redeemable on or prior to September 1, 1999 at
the option of the Bank or its successor or any acquiring or resulting entity
with respect to the Bank (including by any parent or subsidiary of the Bank,
any such successor, or any such acquiring or resulting entity), as applicable,
in whole, but not in part, at a price per share equal to: (i) $100, plus (ii)
an amount equal to declared and unpaid dividends, if any, to the date fixed
for redemption, without interest, and without duplication, an additional
amount equal to the amount of dividends that would be payable on the Preferred
Stock in respect of the period from the first day of the dividend period in
which the date fixed for redemption occurs to the date fixed for redemption
(assuming all such dividends were to be declared), plus (iii) a specified make
whole premium.

     Preferred Capital Corp. Preferred Stock

     On January 31, 1997, Preferred Capital Corp. issued 20,000,000 shares of
REIT Preferred Stock. The REIT Preferred Stock has a stated liquidation value
of $25 per share, plus declared and unpaid dividends, if any. Cash dividends
are noncumulative and are payable at an annual rate of 9-1/8% per share if,
when and as declared by the Board of Directors of Preferred Capital Corp.

     The REIT Preferred Stock ranks prior to the common stock of Preferred
Capital Corp. and to all other classes and series of equity securities
subsequently issued, other than any class or series expressly designated as
being on a parity with or senior to the REIT Preferred Stock as to dividends
and liquidating distributions.

     The terms of the REIT Preferred Stock provide that Preferred Capital
Corp. may not declare or pay any dividends or other distributions (other than
in shares of common stock of Preferred Capital Corp. or other classes of
equity securities of Preferred Capital Corp. ranking junior to the REIT
Preferred Stock) with respect to any Preferred Capital Corp. junior stock or
repurchase, redeem or otherwise acquire, or set apart funds for the
repurchase, redemption or other acquisition of any Preferred Capital Corp.
junior stock (including the common stock held by the Bank) through a sinking
fund or otherwise, unless and until: (i) Preferred Capital Corp. has paid in
full dividends on the REIT Preferred Stock for the four most recent dividend
periods (or such lesser number of dividend periods during which shares of REIT
Preferred Stock have been outstanding), or funds have been paid over to the
dividend disbursing agent of Preferred Capital Corp. for payment of such
dividends, and (ii) Preferred Capital Corp. has declared a cash dividend on
the REIT Preferred Stock at the annual dividend rate for the current dividend
period, and sufficient funds have been paid over to the dividend disbursing
agent of Preferred Capital Corp. for the payment of a cash dividend for such
current dividend period. The initial dividend payment date is March 31, 1997.

     Holders of the REIT Preferred Stock have no voting rights, except as
required by law or in certain limited circumstances.

     Except in the event of a change of control or upon certain tax events,
the REIT Preferred Stock is not redeemable prior to January 31, 2002. The REIT
Preferred Stock is redeemable solely at the option of Preferred Capital Corp.
or its successor or any acquiring or resulting entity with respect to
Preferred Capital Corp. (including by any parent or subsidiary of Preferred
Capital Corp., any such successor or any such acquiring or resulting entity),
as applicable, at any time on and after January 31, 2002 in whole or in part,
at $26.14 per share on or after January 31, 2002 and prior to January 31,
2003, and at prices decreasing pro rata annually thereafter to the stated
liquidation value of $25 per share on or after January 31, 2007, plus declared
and unpaid dividends, if any, without interest. Upon a change of control,

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<PAGE>



the REIT Preferred Stock is redeemable on or prior to January 31, 2002 at the
option of Preferred Capital Corp. or its successor or any acquiring or
resulting entity with respect to the Bank (including by any parent or
subsidiary of Preferred Capital Corp., any such successor or any such
acquiring or resulting entity), as applicable, in whole, but not in part, at a
price per share equal to: (i) $25, plus (ii) an amount equal to declared and
unpaid dividends, if any, to the date fixed for redemption, without an amount
equal to declared and unpaid dividends, if any, to the date fixed for
redemption, without interest, and without duplication, an additional amount
equal to the amount of dividends that would be payable on the REIT Preferred
Stock in respect of the period from the first day of the dividend period in
which the date fixed for redemption occurs to the date fixed for redemption
(assuming all such dividends were to be declared), plus (iii) a specified make
whole premium.

     Each share of REIT Preferred Stock will be exchanged automatically for
one newly issued share of preferred stock of the Bank having substantially the
same terms as the REIT Preferred Stock if the appropriate federal regulatory
agency directs in writing such exchange because (i) the Bank becomes
"undercapitalized" under prompt corrective action regulations, (ii) the Bank
is placed into conservatorship or receivership or (iii) the appropriate
federal regulatory agency, in its sole discretion, anticipates the Bank
becoming "undercapitalized" in the near term. If issued, such preferred stock
of the Bank will rank on a parity with the 11-1/2% Bank Preferred Stock and
the Cal Fed Preferred Stock (as defined herein).

OTHER ACTIVITIES

     Cal Fed Contingent Litigation Recovery Participation Interests. In July
1995, California Federal distributed to its common shareholders its Contingent
Litigation Recovery Participation Interests (the "Litigation Interests"), each
entitling the holder thereof to receive an amount (the aggregate of such
payments being referred to as the "Recovery Payment") equal to five millionths
of one percent (0.000005%) of the cash payment (the "Cash Payment"), if any,
actually received by the Bank pursuant to a final, nonappealable judgment in
or final settlement of its claim against the United States in the lawsuit,
California Federal Bank v. United States, Civil Action No. 92-138C (the
"California Federal Litigation"), after deduction of (i) the aggregate
expenses incurred by California Federal in prosecuting the California Federal
Litigation and obtaining such Cash Payment, (ii) any income tax liability of
the Bank, computed on a pro forma basis, as a result of the Bank's receipt of
such Cash Payment (net of any income tax benefit to California Federal from
making the Recovery Payment, and disregarding for purposes of this clause (ii)
the effect of any net operating net loss carryforwards or other tax attributes
held by the Bank or any of its subsidiaries or affiliated entities) and (iii)
the expenses incurred by the Bank in connection with the creation, issuance
and trading of the Litigation Interests, including without limitation, legal
and accounting fees and the fees and expenses of the certificate agent.

     In the California Federal Litigation, California Federal alleges, among
other things, that the United States breached certain contractual commitments
regarding the computation of its regulatory capital for which California
Federal seeks damages and restitution. California Federal's claims arose from
changes, mandated by the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA"), with respect to the rules for computing
California Federal's regulatory capital.

     On July 1, 1996, the United States Supreme Court issued its opinion for
United States v. Winstar Corporation, No. 95-865, which affirmed the decisions
of the United States Court of Appeals for the Federal Circuit and the United
States Court of Federal Claims in various consolidated cases (the "Winstar
Cases") granting summary judgment to the plaintiff thrift institutions on the
liability portion of their breach of contract claims against the United
States. The Supreme Court held that the government breached certain express
contracts when Congress enacted FIRREA, and the Supreme Court remanded the
proceedings for a determination of the appropriate measure and amount of
damages, which to date have not been awarded.

     On October 30, 1996, California Federal filed a motion for partial
summary judgment as to the Federal government's liability to California
Federal for breach of contract, which has been opposed by the Federal
government in briefs filed on December 30, 1996 and February 27, 1997. In
addition, the government filed a cross-motion for partial summary judgment as
to certain liability issues on December 30, 1996. The Bank's reply brief in
support of its motion for partial summary judgment and an opposition to the
federal government's cross motion for partial summary judgment

                                    Page 37

<PAGE>



is due to be filed on or before March 31, 1997. Although the decision of the
Supreme Court has been rendered, a court may still determine that California
Federal's claims involve sufficiently different facts and/or legal issues as
to render the Winstar Cases inapplicable to the California Federal Litigation
and thereby compel a different conclusion from that of the Winstar Cases. The
trial of California Federal's case is expected to begin at the end of 1997.

     Pursuant to the Merger Agreement, Cal Fed distributed to common
shareholders entitled to receive the merger consideration one-tenth of a
Secondary Contingent Litigation Recovery Participation Interest (each a
"Secondary Litigation Interest") for each share of Cal Fed common stock held.
Each Secondary Litigation Interest will entitle the holder thereof to receive
an amount equal to twenty millionths of one percent (0.000020%) of the
"Secondary Recovery Payment," if any, as defined below. "Secondary Recovery
Payment" means sixty percent (60%) of the amount obtained from the following
equation: (A) the Cash Payment, if any, actually received by California
Federal in respect of a final, nonappealable judgment in or final settlement
of the California Federal Litigation, minus (B) the sum of the following: (i)
the aggregate expenses incurred by the Bank in prosecuting the California
Federal Litigation and obtaining such Cash Payment, (ii) any income tax
liability of the Bank, computed on a pro forma basis, as a result of the
Bank's receipt of such Cash Payment (net of any income tax benefit to the
Bank, computed on a pro forma basis, from the payment of a portion of the
Secondary Recovery Payment to the holders of Secondary Litigation Interests),
(iii) the expenses incurred by the Bank in connection with the creation,
issuance and trading of the Litigation Interests and the Secondary Litigation
Interests, including without limitation, legal and accounting fees and the
fees and expenses of the interest agent, (iv) the payment due to the holders
of the Litigation Interests and (v) one hundred twenty-five million dollars
($125,000,000). "Income tax liability of the Bank computed on a pro forma
basis" means the aggregate amount of any and all relevant items of income,
gain, loss, or deduction associated with the receipt by the Bank of the Cash
Payment multiplied by the highest, combined marginal rate of federal, state
and local income taxes in the relevant year and disregarding for purposes of
such computation the effect of any net operating loss carryforwards or other
tax attributes of the Bank or any of its subsidiaries or affiliated entities.
"Income tax benefit to the Bank computed on a pro forma basis" means the
aggregate amount of any and all relevant items of income, gain, loss, or
deduction associated with the payment by the Bank of the Secondary Recovery
Payment multiplied by the highest, combined marginal rate of federal, state
and local income taxes in the relevant year and disregarding for purposes of
such computation the effect of any net operating loss carry- forwards or other
tax attributes of the Bank or any of its subsidiaries or affiliated entities.
Any distribution with respect to the Litigation Interests will be subject to
the OTS capital distribution regulations.

     The Put Agreement

     In connection with the FN Acquisition, Granite and First Nationwide
entered into the Put Agreement. Pursuant to the Put Agreement, First
Nationwide had the right, on a quarterly basis (the "Put Option"), to require
Granite to purchase certain commercial real estate loans, commercial real
estate loans serviced by others and residential mortgage loans with an
original principal balance greater than $250,000, and to take certain actions
to protect First Nationwide from losses with respect to certain Letters of
Credit ("LOC") transactions, in each case, only if such asset was purchased by
First Nationwide from Old FNB pursuant to the Asset Purchase Agreement. The
Put Option expired on November 30, 1996 when the sum of (x) the total amount
paid by Granite to First Nationwide in connection with all purchases or other
payments made by Granite pursuant to the Put Agreement and (y) the aggregate
purchase price paid by Granite to Old FNB in connection with purchases made
prior to the closing date ("Closing Date") pursuant to the Mortgage Loan Sale
Agreement dated as of November 30, 1993 (the "Mortgage Loan Sale Agreement"),
between Granite and Old FNB, less the total amount paid by First Nationwide to
Granite in connection with purchases made by First Nationwide through exercise
of certain buyback rights, equalled $500 million (the "Maximum Amount"). First
Nationwide could not require Granite to purchase more than $100 million of
residential mortgage loans. Granite's obligations under the Put Agreement were
guaranteed by Ford Motor.

     The Put Option was generally triggered in the event that any of the
assets subject to the Put Agreement became non-performing assets (i.e.,
payments of interest or principal became 90 days or more contractually past
due) at any time prior to the expiration of the Put Option.

     The purchase price paid by Granite for each mortgage loan purchased
pursuant to the Put Agreement was the sum of: (i) the outstanding principal
balance of the loan, (ii) any accrued but unpaid interest on the loan shown on
First

                                    Page 38

<PAGE>



Nationwide's books (not to exceed 90 days accrued but unpaid interest), (iii)
amounts owed to First Nationwide for real property taxes, insurance premiums
and similar charges and (iv) reasonable amounts (including reasonable
attorneys' fees and protective advances) expended by First Nationwide in
protecting its security interest or enforcing its rights with respect to such
loan. The amount paid by Granite to First Nationwide with respect to each
non-performing LOC for which First Nationwide required such payment was the
amount of any protective advances (the "Protective Advances") made by First
Nationwide in connection with such LOC (but in no event did the Protective
Advances include an amount greater than 90 days accrued but unpaid interest).
In addition, with respect to any such LOC which had been included in the FNMA
Pool (as defined in the Put Agreement), Granite was required, if so requested
by First Nationwide, take all necessary or appropriate steps to cause such LOC
to be removed from the FNMA Pool and thereafter Granite would bear all
economic risk associated with such LOC (or, if all required consents for such
removal could not be obtained, Granite was required to take such actions as
are necessary to place First Nationwide in the same economic position as it
would have been in had the LOC been so removed). With respect to certain other
non-performing LOCs (including LOCs that were originally part of the FNMA Pool
but were required by FNMA to be removed from such pool prior to the time such
LOCs became non-performing), Granite was required, when requested by First
Nationwide, to post substitute collateral for the benefit of First Nationwide,
in the form of cash or cash equivalents with a value not less than the face
amount of the LOC, or in any other form deemed reasonably acceptable by First
Nationwide, in the place of any existing LOC collateral. The total amount
charged against the Maximum Amount with respect to any LOC was the amount of
Protective Advances reimbursed by Granite, together with (x) in the case of
LOCs removed from the FNMA Pool, to the extent not included as part of the
reimbursed Protective Advances, the amounts set forth in clauses (i)-(iv) of
the first sentence of this paragraph with respect to the mortgage loan
underlying the LOC, or (y) in the case of LOCs for which a substitution of
collateral must be made, the face amount of the LOC.

     If First Nationwide declined on any quarterly put date to sell an
eligible non-performing mortgage loan or to demand the removal or substitution
of collateral, as appropriate, in connection with an eligible LOC, its right
to put such asset or demand such removal or substitution, as the case may be,
were extinguished, except that put rights with respect to: (i) jumbo
residential loans, First Nationwide's interest in certain commercial mortgage
loans serviced by others and certain other loans formerly owned by FNMA were
extended for one additional quarter, and (ii) loans which had matured as of
the Closing Date for which monthly principal and interest payments were made
as of the Closing Date were extended until the end of the second quarter
following the Closing Date. In the event that, as of November 30, 1996,
Granite had not been required to purchase $500 million of non-performing
assets, First Nationwide had the right to require Granite to purchase any
Putable Assets of First Nationwide, other than assets which previously became
non-performing and which First Nationwide did not require Granite to purchase,
up to the Maximum Amount. The balance available under the Put Agreement was
fully utilized by First Nationwide on December 5, 1996.

     The Assistance Agreement

     On August 19, 1996, First Nationwide and the FSLIC/RF executed an
agreement which resulted in the termination of the Assistance Agreement. As a
result of the agreement, the FSLIC/RF paid First Nationwide the Covered Asset
balance of $39 million and, among other things, assumed the responsibility for
the disposition of several litigation matters involving Covered Assets which
had been retained by First Nationwide following the FDIC Purchase. First
Nationwide recorded a gain of $25.6 million as a result of this settlement.

     Under the terms of the Assistance Agreement, the FSLIC's successor, the
FSLIC/RF, provided capital loss coverage and a guaranteed yield on the Covered
Assets, as well as indemnification in connection with certain claims.

     In 1995, the FSLIC/RF purchased substantially all of the remaining
Covered Assets at the fair market value of such assets in the FDIC Purchase.
Under the terms of the Capital Loss Coverage (as defined herein) provisions of
the Assistance Agreement, losses sustained by First Nationwide from the FDIC
Purchase were reimbursed by the FSLIC/RF. There was no material impact on the
consolidated financial statements of First Nationwide as a result of the FDIC
Purchase.


                                    Page 39

<PAGE>



     The tax exempt assistance received by First Nationwide from the FSLIC/RF
included the following provisions:

     Guaranteed Yield. The guaranteed yield for a Covered Asset for any
quarter represented the product of the Covered Asset's average book value for
such quarter and a yield based on the Texas Cost of Funds ("TCOF"), the
annualized quarterly average cost of funds for Texas-based, SAIF-insured
savings institutions as reported by the OTS plus a specified basis point
spread ("Guaranteed Yield").

     Capital Loss Coverage. The FSLIC/RF mitigated First Nationwide's exposure
to capital losses on Covered Assets by providing for the reimbursement of
capital losses resulting from the liquidation of Covered Assets at less than
their book value ("Capital Loss Coverage").

     Covered Asset Recovery. When the liquidation of a Covered Asset resulted
in a recovery in excess of the asset's original book value, the Assistance
Agreement required that 90% of such recovery be remitted to the FSLIC/RF, or
offset against payments due to First Nationwide from the FSLIC/RF ("Covered
Asset Recovery").

     Shared Gain. First Nationwide was entitled to a disposition fee ("Shared
Gain") on any Covered Asset liquidated prior to the termination of coverage
for net proceeds in excess of 50% of its original book value.

     Indemnification. The Assistance Agreement provided for indemnification of
losses suffered on specific assets acquired by First Nationwide that were not
Covered Assets under the Assistance Agreement. Items payable to First
Nationwide consisted primarily of indemnification of amounts paid in
settlement of certain litigation and reimbursement of specific types of legal
costs and expenses.

     FSLIC/RF Reimbursement. First Nationwide agreed to make a payment to the
FSLIC/RF over the ten-year term of the Assistance Agreement in lieu of a
tax-sharing agreement. Such tax benefit payment was implemented on a current
basis, without regard to the actual amount or timing of any such tax benefits
received, through a credit to the FSLIC/RF of 10% of the gross assistance the
FSLIC/RF paid to First Nationwide. This amount, net of 10% of all Covered
Asset Recoveries and Shared Gains, was known as the "FSLIC/RF Reimbursement."
In addition, the FSLIC/RF was entitled to a 10% share of tax benefits
attributable to the use of net operating loss carryovers of the Texas Closed
Banks in reducing the regular tax liability of the affiliated group of which
the Bank is a member. The sharing of tax benefits attributable to the use of
these net operating loss carryovers, however, occurred only when the net
operating loss carryovers were actually used.

     In connection with a modification to the Assistance Agreement in January
1992, First Nationwide was paid $45 million. Of such $45 million payment, $41
million, the amount net of certain claims, was included in First Nationwide's
income. Also, in connection with the modification, First Nationwide accrued
the present value of the estimated liability at December 31, 1992 to the
FSLIC/RF for the FSLIC/RF Reimbursement over the life of the Assistance
Agreement, resulting in a $60 million charge to operations in 1992.

     FNMA Letters of Credit

     On September 28, 1994, First Nationwide entered into an agreement with
FNMA, pursuant to which FNMA provided credit enhancements for certain
bond-financed real estate projects originated by Old FNB. The agreement
requires that the Bank pledge to FNMA collateral in the form of certain
eligible securities which are held by a third party trustee. The collateral
requirement varies based on the balance of the bonds outstanding, losses
incurred (if any), as well as other factors. At December 31, 1996, First
Nationwide had pledged as collateral certain securities available for sale
with a carrying value of $91.6 million.

     FGB Realty Advisors, Inc.

     FGB Realty, a wholly owned subsidiary of the Bank, provides asset
management, disposition and advisory services to institutional owners of real
estate. FGB Realty has performed asset management and disposition services for
a variety of properties which range in product type from single family homes
to complex mixed use developments. Fee revenues

                                    Page 40

<PAGE>



from unaffiliated parties were $10.1 million, $14.0 million and $14.1 million
for the years ended December 31, 1996, 1995 and 1994, respectively. These
revenues are included in management fees in First Nationwide's respective
consolidated statements of operations. At December 31, 1996, FGB Realty was
responsible for the asset management and disposition of 2,642 assets,
representing approximately $199 million in commercial and residential real
estate loans and properties located in markets throughout the nation. FGB
Realty has full service offices in Dallas, New York, Tulsa, Phoenix, San
Francisco, and Los Angeles.

     FN Investment Center

     FN Investment Center ("FNIC"), a wholly owned subsidiary of the Bank
which was acquired as part of the FN Acquisition, offers securities and
insurance products to both existing and prospective customers of the Bank.
FNIC is subject to the guidelines established by the OTS for broker-dealer
subsidiaries of savings associations, and is a member of the National
Association of Securities Dealers. In addition, FNIC is registered as a
broker-dealer with the Securities and Exchange Commission and the Securities
Investor Protection Corporation. FNIC receives commission revenue for acting
as a broker-dealer on behalf of its customers, but FNIC does not maintain
customer accounts or take possession of customer securities. Commission
revenues of $10.0 million and $8.5 million for the years ended December 31,
1996 and 1995, respectively, are included in fees and service charges in the
Company's consolidated statements of operations for such years.


                                    Page 41

<PAGE>



DIVIDEND POLICY OF THE BANK

     The dividend policy of the Bank complies with applicable legal and
regulatory restrictions. Before declaring any dividend, the directors of the
Bank consider the following factors: (i) the quality and stability of the
Bank's net income, (ii) the availability of liquid assets to make dividend
payments, (iii) the level of earnings retention as it impacts the Bank's
capital needs and projected growth and funding levels, both internal and
external, and (iv) the adequacy of capital after the payment of a dividend.
Under the Bank's dividend policy, a dividend will not be declared or paid
which would: (i) cause the capital level of the Bank to be reduced below
"adequately capitalized" levels, or (ii), together with any other dividends
declared during the same calendar year, exceed 100% of the net income to date
for that calendar year plus 50% of the Bank's surplus capital at the beginning
of that calendar year, so long as the Bank is a Tier 1 association (as defined
herein).

EMPLOYEES

     At December 31, 1996, First Nationwide and its subsidiaries had 3,547
employees, compared to 3,619 employees at December 31, 1995. None of First
Nationwide's employees is represented by any collective bargaining group and
management considers its relations with its employees to be good. The Bank
maintains a comprehensive employee benefits program providing, among other
benefits, health and welfare benefits, long and short-term disability
insurance, and life insurance. Additionally, the Bank offers employees a
defined contribution investment plan which is a qualified plan under Section
401(a) of the Internal Revenue Code.

     Parent Holdings has no employees.

COMPETITION

     The Bank experiences significant competition in both attracting and
retaining deposits and in originating real estate and consumer loans.

     The Bank competes with other thrift institutions, commercial banks,
insurance companies, credit unions, thrift and loan associations, money market
mutual funds and brokerage firms in attracting and retaining deposits.
Competition for deposits from large commercial banks is particularly strong.
Many of the nation's thrift institutions and many large commercial banks have
a significant number of branch offices in the areas in which the Bank
operates.

     In addition, there is strong competition in originating and purchasing
real estate and consumer loans, principally from other savings and loan
associations, commercial banks, mortgage banking companies, insurance
companies, consumer finance companies, pension funds and commercial finance
companies. The primary factors in competing for loans are the quality and
extent of service to borrowers and brokers, economic factors such as interest
rates, interest rate caps, rate adjustment provisions, loan maturities, LTV
ratios, loan fees, and the amount of time it takes to process a loan from
receipt of the loan application to date of funding. The Bank's future
performance will depend on its ability to originate a sufficient volume of
mortgage loans in its local market areas and through its wholesale network
and, if it is unable to originate a sufficient volume of mortgage loans, to
purchase a sufficient quantity of high-quality mortgage-backed securities with
adequate yields.


                                    Page 42

<PAGE>



REGULATION

     General

     Parent Holdings is a savings and loan holding company within the meaning
of the HOLA and, as such, is registered with the OTS and is subject to
comprehensive OTS regulation. The Bank is a federally chartered and insured
stock savings bank subject to extensive regulation and supervision by the OTS,
as the primary federal regulator of savings associations, and the FDIC, as the
administrator of the SAIF.

     The federal banking laws contain numerous provisions affecting various
aspects of the business and operations of savings associations and savings and
loan holding companies. The following description of statutory and regulatory
provisions and proposals, which is not intended to be a complete description
of these provisions or their effects on Parent Holdings or the Bank, is
qualified in its entirety by reference to the particular statutory or
regulatory provisions or proposals. See "--Regulation of the Bank--Capital
Distribution Regulation."

REGULATION OF PARENT HOLDINGS

     Holding Company Acquisitions

     Parent Holdings is a registered savings and loan holding company. The
HOLA and OTS regulations generally prohibit a savings and loan holding
company, without prior OTS approval, from acquiring, directly or indirectly,
the ownership or control of any other savings association or savings and loan
holding company, or all, or substantially all, of the assets or more than 5%
of the voting shares thereof. These provisions also prohibit, among other
things, any director or officer of a savings and loan holding company, or any
individual who owns or controls more than 25% of the voting shares of such
holding company, from acquiring control of any savings association not a
subsidiary of such savings and loan holding company, unless the acquisition is
approved by the OTS.

     Holding Company Activities

     Parent Holdings currently operates as a unitary savings and loan holding
company. Generally, there are limited restrictions on the activities of a
unitary savings and loan holding company and its non-savings association
subsidiaries. If Parent Holdings ceases to be a unitary savings and loan
holding company, the activities of Parent Holdings and its non-savings
association subsidiaries would thereafter be subject to substantial
restrictions.

     The HOLA requires every savings association subsidiary of a savings and
loan holding company to give the OTS at least 30 days' advance notice of any
proposed dividends to be made on its guarantee, permanent or other
non-withdrawable stock, or else such dividend will be invalid. See
"--Regulation of the Bank--Capital Distribution Regulation."

     Affiliate Restrictions

     Transactions between a savings association and its "affiliates" are
subject to quantitative and qualitative restrictions under Sections 23A and
23B of the Federal Reserve Act. Affiliates of a savings association include,
among other entities, the savings association's holding company and companies
that are under common control with the savings association.

     In general, Sections 23A and 23B and OTS regulations issued in connection
therewith limit the extent to which a savings association or its subsidiaries
may engage in certain "covered transactions" with affiliates to an amount
equal to 10% of the association's capital and surplus, in the case of covered
transactions with any one affiliate, and to an amount equal to 20% of such
capital and surplus, in the case of covered transactions with all affiliates.
In addition, a savings association and its subsidiaries may engage in covered
transactions and certain other transactions only on terms and under
circumstances that are substantially the same, or at least as favorable to the
savings association or its subsidiary, as those prevailing at the time for
comparable transactions with nonaffiliated companies. A "covered

                                    Page 43

<PAGE>



transaction" is defined to include a loan or extension of credit to an
affiliate; a purchase of investment securities issued by an affiliate; a
purchase of assets from an affiliate, with certain exceptions; the acceptance
of securities issued by an affiliate as collateral for a loan or extension of
credit to any party; or the issuance of a guarantee, acceptance or letter of
credit on behalf of an affiliate.

     In addition, under the OTS regulations, a savings association may not
make a loan or extension of credit to an affiliate unless the affiliate is
engaged only in activities permissible for bank holding companies; a savings
association may not purchase or invest in securities of an affiliate other
than shares of a subsidiary; a savings association and its subsidiaries may
not purchase a low-quality asset from an affiliate; and covered transactions
and certain other transactions between a savings association or its
subsidiaries and an affiliate must be on terms and conditions that are
consistent with safe and sound banking practices. With certain exceptions,
each loan or extension of credit by a savings association to an affiliate must
be secured by collateral with a market value ranging from 100% to 130%
(depending on the type of collateral) of the amount of the loan or extension
of credit.

     The OTS regulation generally excludes all non-bank and non-savings
association subsidiaries of savings associations from treatment as affiliates,
except to the extent that the OTS or the Board of Governors of the Federal
Reserve System (the "FRB") decides to treat such subsidiaries as affiliates.
The regulation also requires savings associations to make and retain records
that reflect affiliate transactions in reasonable detail, and provides that
certain classes of savings associations may be required to give the OTS prior
notice of affiliate transactions.

REGULATION OF THE BANK

     Regulatory System

     As a federally insured savings bank, lending activities and other
investments of the Bank must comply with various statutory and regulatory
requirements. The Bank is regularly examined by the OTS and must file periodic
reports concerning its activities and financial condition.

     Although the OTS is the Bank's primary regulator, the FDIC has "backup
enforcement authority" over the Bank. The Bank's eligible deposit accounts are
insured by the FDIC under the SAIF, up to applicable limits.

     Federal Home Loan Banks

     The Bank is a member of the FHLBS. Among other benefits, FHLB membership
provides the Bank with a central credit facility. The Bank is required to own
capital stock in the FHLB in an amount equal to the greater of: (i) 1% of its
aggregate outstanding principal amount of its residential mortgage loans, home
purchase contracts and similar obligations at the beginning of each calendar
year, (ii) .3% of total assets, or (iii) 5% of its FHLB advances (borrowings).

     Liquid Assets

     Under OTS regulations, for each calendar month, a savings bank is
required to maintain an average daily balance of liquid assets (including
cash, certain time deposits and savings accounts, bankers' acceptances,
certain government obligations and certain other investments) not less than a
specified percentage of the average daily balance of its net withdrawable
accounts plus short-term borrowings (its liquidity base) during the preceding
calendar month. This liquidity requirement, which is currently at 5.0%, may be
changed from time to time by the OTS to any amount between 4.0% to 10.0%,
depending upon certain factors. OTS regulations also require each savings
association to maintain an average daily balance of short-term liquid assets
equal to not less than 1.0% of the average daily balance of its net
withdrawable accounts and short-term borrowings during the preceding calendar
month. The Bank maintains liquid assets in compliance with these regulations.


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     Regulatory Capital Requirements

     OTS capital regulations require savings banks to satisfy minimum capital
standards: risk-based capital requirements, a leverage (core) capital
requirement and a tangible capital requirement. Savings banks must meet each
of these standards in order to be deemed in compliance with OTS capital
requirements. In addition, the OTS may require a savings association to
maintain capital above the minimum capital levels. See "--REIT Subsidiary
Preferred Stock."

     All savings banks are required to meet a minimum risk-based capital
requirement of total capital (core capital plus supplementary capital) equal
to 8% of risk-weighted assets (which includes the credit risk equivalents of
certain off- balance sheet items). In calculating total capital for purposes
of the risk-based requirement, supplementary capital may not exceed 100% of
core capital. Under the leverage requirement, a savings bank is required to
maintain core capital equal to a minimum of 3% of adjusted total assets. (In
addition, under the prompt corrective action provisions of the OTS
regulations, all but the most highly-rated institutions must maintain a
minimum leverage ratio of 4% in order to be adequately capitalized. See
"--Prompt Corrective Action."). A savings bank is also required to maintain
tangible capital in an amount at least equal to 1.5% of its adjusted total
assets.

     Under OTS regulations, a savings bank with a greater than "normal" level
of interest rate exposure must deduct an interest rate risk ("IRR") component
in calculating its total capital for purposes of determining whether it meets
its risk- based capital requirement. Interest rate exposure is measured,
generally, as the decline in an institution's net portfolio value that would
result from a 200 basis point increase or decrease in market interest rates
(whichever would result in lower net portfolio value), divided by the
estimated economic value of the savings association's assets. The interest
rate risk component to be deducted from total capital is equal to one-half of
the difference between an institution's measured exposure and "normal" IRR
exposure (which is defined as 2%), multiplied by the estimated economic value
of the institution's assets. In August 1995, the OTS indefinitely delayed
implementation of its IRR regulation. Based on internal measures of interest
rate risk at December 31, 1996, the Bank would not have been required to
deduct an IRR component in calculating total risk-based capital had the IRR
component of the capital regulations been in effect.

     These capital requirements are viewed as minimum standards by the OTS,
and most institutions are expected to maintain capital levels well above the
minimum. In addition, the OTS regulations provide that minimum capital levels
higher than those provided in the regulations may be established by the OTS
for an individual savings association upon a determination that the savings
association's capital is or may become inadequate in view of its
circumstances. The OTS regulations provide that higher individual minimum
regulatory capital requirements may be appropriate in circumstances where,
among others: (1) a savings association has a high degree of exposure to
interest rate risk, prepayment risk, credit risk, concentration of credit
risk, certain risks arising from nontraditional activities, or similar risks
or a high proportion of off-balance sheet risk; (2) a savings association is
growing, either internally or through acquisitions, at such rate that
supervisory problems are presented that are not dealt with adequately by OTS
regulations; and (3) a savings association may be adversely affected by
activities or conditions of its holding company, affiliates, subsidiaries or
other persons or savings associations with which it has significant business
relationships. The Bank is not subject to any such individual minimum
regulatory capital requirement.

     First Nationwide's total capital to risk-based assets ratio was 13.62%,
its core capital to risk-based assets ratio was 11.50%, its leverage capital
ratio was 7.17% and its tangible capital ratio was 7.17% at December 31, 1996.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Parent Holdings--Capital Resources."

     Certain Consequences of Failure to Comply with Regulatory Capital
Requirements

     A savings bank's failure to maintain capital at or above the minimum
capital requirements may be deemed an unsafe and unsound practice and may
subject the savings bank to enforcement actions and other proceedings. Any
savings bank not in compliance with all of its capital requirements is
required to submit a capital plan that addresses the bank's need for
additional capital and meets certain additional requirements. While the
capital plan is being reviewed by the OTS, the savings bank must certify,
among other things, that it will not, without the approval of its appropriate
OTS

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Regional Director, grow beyond net interest credited or make capital
distributions. If a savings bank's capital plan is not approved, the bank will
become subject to additional growth and other restrictions. In addition, the
OTS, through a capital directive or otherwise, may restrict the ability of a
savings bank not in compliance with the capital requirements to pay dividends
and compensation, and may require such a bank to take one or more of certain
corrective actions, including, without limitation: (i) increasing its capital
to specified levels, (ii) reducing the rate of interest that may be paid on
savings accounts, (iii) limiting receipt of deposits to those made to existing
accounts, (iv) ceasing issuance of new accounts of any or all classes or
categories except in exchange for existing accounts, (v) ceasing or limiting
the purchase of loans or the making of other specified investments, and (vi)
limiting operational expenditures to specified levels.

     The HOLA permits savings banks not in compliance with the OTS capital
standards to seek an exemption from certain penalties or sanctions for
noncompliance. Such an exemption will be granted only if certain strict
requirements are met, and must be denied under certain circumstances. If an
exemption is granted by the OTS, the savings bank still may be subject to
enforcement actions for other violations of law or unsafe or unsound practices
or conditions.

     Prompt Corrective Action

     The prompt corrective action regulation of the OTS, promulgated under
FDICIA, requires certain mandatory actions and authorizes certain other
discretionary actions to be taken by the OTS against a savings bank that falls
within certain undercapitalized capital categories specified in the
regulation.

     The regulation establishes five categories of capital classification:
"well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized." Under the
regulation, the ratio of total capital to risk-weighted assets, core capital
to risk-weighted assets and the leverage ratio are used to determine an
institution's capital classification. At December 31, 1996, First Nationwide
met the capital requirements of a "well capitalized" institution under
applicable OTS regulations.

     In general, the prompt corrective action regulation prohibits an insured
depository institution from declaring any dividends, making any other capital
distribution, or paying a management fee to a controlling person if, following
the distribution or payment, the institution would be within any of the three
undercapitalized categories. In addition, adequately capitalized institutions
may accept Brokered Deposits only with a waiver from the FDIC and are subject
to restrictions on the interest rates that can be paid on such deposits.
Undercapitalized institutions may not accept, renew or roll-over Brokered
Deposits.

     Institutions that are classified as undercapitalized are subject to
certain mandatory supervisory actions, including: (i) increased monitoring by
the appropriate federal banking agency for the institution and periodic review
of the institution's efforts to restore its capital, (ii) a requirement that
the institution submit a capital restoration plan acceptable to the
appropriate federal banking agency and implement that plan, and that each
company having control of the institution guarantee compliance with the
capital restoration plan in an amount not exceeding the lesser of 5% of the
institution's total assets at the time it received notice of being
undercapitalized, or the amount necessary to bring the institution into
compliance with applicable capital standards at the time it fails to comply
with the plan, and (iii) a limitation on the institution's ability to make any
acquisition, open any new branch offices, or engage in any new line of
business without the prior approval of the appropriate federal banking agency
for the institution or the FDIC.

     The regulation also provides that the OTS may take any of certain
additional supervisory actions against an undercapitalized institution if the
agency determines that such actions are necessary to resolve the problems of
the institution at the least possible long-term cost to the deposit insurance
fund. These supervisory actions include: (i) requiring the institution to
raise additional capital or be acquired by another institution or holding
company if certain grounds exist, (ii) restricting transactions between the
institution and its affiliates, (iii) restricting interest rates paid by the
institution on deposits, (iv) restricting the institution's asset growth or
requiring the institution to reduce its assets, (v) requiring replacement of
senior executive officers and directors, (vi) requiring the institution to
alter or terminate any activity deemed to pose excessive risk to the
institution, (vii) prohibiting capital distributions by bank holding companies
without prior approval by the FRB, (viii) requiring the institution to divest
certain subsidiaries, or requiring

                                    Page 46

<PAGE>



the institution's holding company to divest the institution or certain
affiliates of the institution, and (ix) taking any other supervisory action
that the agency believes would better carry out the purposes of the prompt
corrective action provisions of FDICIA.

     Institutions classified as undercapitalized that fail to submit a timely,
acceptable capital restoration plan or fail to implement such a plan are
subject to the same supervisory actions as significantly undercapitalized
institutions. Significantly undercapitalized institutions are subject to the
mandatory provisions applicable to undercapitalized institutions. The
regulation also makes mandatory for significantly undercapitalized
institutions certain of the supervisory actions that are discretionary for
institutions classified as undercapitalized, creates a presumption in favor of
certain discretionary supervisory actions, and subjects significantly
undercapitalized institutions to additional restrictions, including a
prohibition on paying bonuses or raises to senior executive officers without
the prior written approval of the appropriate federal bank regulatory agency.
In addition, significantly undercapitalized institutions may be subjected to
certain of the restrictions applicable to critically undercapitalized
institutions.

     The regulation requires that an institution be placed into
conservatorship or receivership within 90 days after it becomes critically
undercapitalized, unless the OTS, with concurrence of the FDIC, determines
that other action would better achieve the purposes of the prompt corrective
action provisions of FDICIA. Any such determination must be renewed every 90
days. A depository institution also must be placed into receivership if the
institution continues to be critically undercapitalized on average during the
fourth quarter after the institution initially became critically
undercapitalized, unless the institution's federal bank regulatory agency,
with the concurrence of the FDIC, makes certain positive determinations with
respect to the institution.

     Critically undercapitalized institutions are also subject to the
restrictions generally applicable to significantly undercapitalized
institutions and to a number of other severe restrictions. For example,
beginning 60 days after becoming critically undercapitalized, such
institutions may not pay principal or interest on subordinated debt without
the prior approval of the FDIC. (However, the regulation does not prevent
unpaid interest from accruing on subordinated debt under the terms of the debt
instrument, to the extent otherwise permitted by law.) In addition, critically
undercapitalized institutions may be prohibited from engaging in a number of
activities, including entering into certain transactions or paying interest
above a certain rate on new or renewed liabilities.

     If the OTS determines that an institution is in an unsafe or unsound
condition, or if the institution is deemed to be engaging in an unsafe and
unsound practice, the OTS may, if the institution is well-capitalized,
reclassify it as adequately capitalized; if the institution is adequately
capitalized but not well capitalized, require it to comply with restrictions
applicable to undercapitalized institutions; and, if the institution is
undercapitalized, require it to comply with certain restrictions applicable to
significantly undercapitalized institutions.

     Conservatorship/Receivership

     In addition to the grounds discussed under "--Prompt Corrective Action,"
the OTS (and, under certain circumstances, the FDIC) may appoint a conservator
or receiver for a savings association if any one or more of a number of
circumstances exist, including, without limitation, the following: (i) the
institution's assets are less than its obligations to creditors and others,
(ii) a substantial dissipation of assets or earnings due to any violation of
law or any unsafe or unsound practice, (iii) an unsafe or unsound condition to
transact business, (iv) a willful violation of a final cease-and- desist
order, (v) the concealment of the institution's books, papers, records or
assets or refusal to submit such items for inspection to any examiner or
lawful agent of the appropriate federal banking agency or state bank or
savings association supervisor, (vi) the institution is likely to be unable to
pay its obligations or meet its depositors' demands in the normal course of
business, (vii) the institution has incurred, or is likely to incur, losses
that will deplete all or substantially all of its capital, and there is no
reasonable prospect for the institution to become adequately capitalized
without federal assistance, (viii) any violation of law or unsafe or unsound
practice that is likely to cause insolvency or substantial dissipation of
assets or earnings, weaken the institution's condition, or otherwise seriously
prejudice the interests of the institution's depositors or the federal deposit
insurance fund, (ix) the institution is undercapitalized and the institution
has no reasonable prospect of becoming adequately capitalized, fails to become
adequately capitalized when required to do so, fails to submit a timely and
acceptable capital restoration plan, or materially fails to implement an
accepted

                                    Page 47

<PAGE>



capital restoration plan, (x) the institution is critically undercapitalized
or otherwise has substantially insufficient capital, or (xi) the institution
is found guilty of certain criminal offenses related to money laundering.

     Liability of Commonly Controlled Depository Institutions

     In general, savings associations and other depository institutions can be
held liable for any loss which the FDIC incurs or reasonably anticipates
incurring in connection with either the default of a commonly controlled
depository institution or any assistance provided by the FDIC to a commonly
controlled institution in danger of default. A depository institution is
required to pay the amount of such liability upon receipt of written notice
from the FDIC unless such written notice is received more than two years from
the date the FDIC incurred the loss. Liability for the losses of commonly
controlled institutions can lead to the failure of all depository institutions
in a holding company structure if the remaining institutions are unable to pay
the liability assessed by the FDIC.

     In general, for purposes of this provision, depository institutions are
deemed to be "commonly controlled" if they are controlled by the same holding
company or if one depository institution is controlled by another; "default"
of a depository institution occurs when there is an official determination
pursuant to which a conservator, receiver or other legal custodian is
appointed for the institution; and a depository institution is deemed to be
"in danger of default" where its federal or state supervisory agency
determines that the institution is not likely to be able to meet the demands
of its depositors or pay its obligations in the normal course of business and
there is no reasonable prospect that it will be able to do so, or determines
that the institution has incurred or is likely to incur losses that will
deplete substantially all of its capital and there is no reasonable prospect
that the institution's capital can be replenished without federal assistance.
The Bank is not currently under common control with any other depository
institution.

     Enforcement Powers

     The OTS and, under certain circumstances, the FDIC, have substantial
enforcement authority with respect to savings associations, including
authority to bring various enforcement actions against a savings association
and any of its "institution-affiliated parties" (a term defined to include,
among other persons, directors, officers, employees controlling stockholders,
agents and shareholders who participate in the conduct of the affairs of the
institution). This enforcement authority includes, without limitation: (i) the
ability to terminate a savings association's deposit insurance, (ii) institute
cease-and-desist proceedings, (iii) bring suspension, removal, prohibition and
criminal proceedings against institution- affiliated parties, and (iv) assess
substantial civil money penalties. As part of a cease-and-desist order, the
agencies may require a savings association or an institution-affiliated party
to take affirmative action to correct conditions resulting from that party's
actions, including to make restitution or provide reimbursement,
indemnification or guarantee against loss; restrict the growth of the
institution; and rescind agreements and contracts.

     Capital Distribution Regulation

     In addition to the prompt corrective action restriction on paying
dividends, OTS regulations limit certain "capital distributions" by
OTS-regulated savings associations. Capital distributions are defined to
include, in part, dividends and payments for stock repurchases and cash-out
mergers.

     Under the regulation, an association that meets its fully phased-in
capital requirements both before and after a proposed distribution and has not
been notified by the OTS that it is in need of more than normal supervision (a
"Tier 1 association") may, after prior notice to but without the approval of
the OTS, make capital distributions during a calendar year up to the higher
of: (i) 100% of its net income to date during the calendar year plus the
amount that would reduce by one-half its surplus capital ratio at the
beginning of the calendar year, or (ii) 75% of its net income over the most
recent four-quarter period. A Tier 1 association may make capital
distributions in excess of the above amount if it gives notice to the OTS and
the OTS does not object to the distribution. A savings association that meets
its regulatory capital requirements both before and after a proposed
distribution but does not meet its fully phased-in capital requirement (a
"Tier 2 association") is authorized, after prior notice to the OTS but without
OTS approval, to make capital distributions in an amount up to 75% of its net
income over the most recent four-quarter period, taking into account all prior
distributions during the same period. Any distribution in excess of this
amount must be approved in

                                    Page 48

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advance by the OTS. A savings association that does not meet its current
regulatory capital requirements (a "Tier 3 association") cannot make any
capital distribution without prior approval from the OTS, unless the capital
distribution is consistent with the terms of a capital plan approved by the
OTS.

     At December 31, 1996, First Nationwide qualified as a Tier 1 association
for purposes of the capital distribution rule. The OTS may prohibit a proposed
capital distribution that would otherwise be permitted if the OTS determines
that the distribution would constitute an unsafe or unsound practice. The
requirements of the capital distribution regulation supersede less stringent
capital distribution restrictions in earlier agreements or conditions.

     The OTS has proposed to amend its capital distribution regulation to
conform its requirements to the OTS prompt corrective action regulation. Under
the proposed regulation, an institution that would remain at least adequately
capitalized after making a capital distribution, and that was owned by a
holding company, would be required to provide notice to the OTS prior to
making a capital distribution. "Troubled" associations and undercapitalized
associations would be allowed to make capital distributions only by filing an
application and receiving OTS approval, and such applications would be
approved under certain limited circumstances.

     Qualified Thrift Lender Test

     In general, savings associations are required to maintain at least 65% of
their "portfolio assets" (defined as total assets minus goodwill, intangibles,
property used to conduct business, and liquid assets up to 20% of assets) in
certain "qualified thrift investments" (which consist primarily of loans and
other investments related to residential real estate and certain other
assets). A savings association that fails the qualified thrift lender test is
subject to substantial restrictions on activities and to other significant
penalties.

     Recent legislation permits a savings association to qualify as a
qualified thrift lender not only by maintaining 65% of portfolio assets in
qualified thrift investments (the "QTL test") but also, in the alternative, by
qualifying under the Internal Revenue Code as a "domestic building and loan
association." The Bank is a domestic building and loan association as defined
in the Internal Revenue Code.

     Recent legislation also expands the QTL test to provide savings
associations with greater authority to lend and diversify their portfolios. In
particular, credit card and educational loans may now be made by savings
associations without regard to any percentage-of-assets limit, and commercial
loans may be made in an amount up to 10 percent of total assets, plus an
additional 10 percent for small business loans. Loans for personal, family,
and household purposes (other than credit card, small business, and
educational loans) are now included without limit with other assets that, in
the aggregate, may account for up to 20% of total assets. At December 31, 1996
under the expanded QTL test, approximately 89.05% of First Nationwide's
portfolio assets were qualified thrift investments.

     FDIC Assessments

     The deposits of the Bank are insured by the SAIF of the FDIC, up to
applicable limits, and are subject to deposit premium assessments by the SAIF.
Under the FDIC's risk-based insurance system, SAIF-assessable deposits are now
subject to premiums of between 0 to 27 cents per $100 of deposits, depending
upon the institution's capital position and other supervisory factors.

     Under recent legislation, SAIF-assessable deposits held as of March 31,
1995 were subject to a tax-deductible one-time special assessment at a rate
sufficient to achieve the 1.25% designated reserve ratio of the SAIF as of
October 1, 1996 (the "Special SAIF Assessment"). This Special SAIF Assessment
generally was payable no later than November 29, 1996. The special assessment
was 65.7 cents per $100 of SAIF-assessable deposits and was collected on
November 27, 1996. At the 65.7 basis point rate, the cost of the special
assessment to First Nationwide was approximately $60.1 million on a pre-tax
basis and $54.1 million on an after-tax basis.

     Under the new legislation, beginning in January 1997 institutions with
Bank Insurance Fund ("BIF") deposits are required to share the cost of funding
debt obligations issued by the Financing Corporation ("FICO"), a corporation

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established by the federal government in 1987 to finance the recapitalization
of FSLIC. However, until the earlier of December 31, 1999 or the date of
elimination of the thrift charter, the FICO assessment rate for BIF deposits
is only one-fifth of the rate applicable to SAIF deposits. Consequently, the
annual FICO assessments to be added to deposit insurance premiums are expected
to equal approximately 6.48 basis points for SAIF deposits and 1.3 basis
points for BIF deposits from January 1, 1997 through December 31, 1999, and
approximately 2.4 basis points for both BIF and SAIF deposits thereafter. From
January 1, 1997, FICO payments are to be paid directly by SAIF and BIF
institutions in addition to deposit insurance assessments.

     On December 24, 1996, the FDIC issued a final rule lowering the rates on
SAIF-assessable deposits. The rule established SAIF rates ranging from 0 to 27
basis points as of October 1, 1996. However, a special interim schedule of
rates ranging from 18 to 27 basis points applied from October 1, 1996 through
December 31, 1996 for those institutions, such as First Nationwide, that
continued to be subject to FICO assessments until the new FICO funding
mechanism went into effect on January 1, 1997. Following the special
assessment and the new FICO funding mechanism effective January 1, 1997,
future SAIF assessment rates are expected to depend primarily on the rate of
any new losses from the SAIF insurance fund. Under the recent legislation,
however, the FDIC is not permitted to establish SAIF assessment rates that are
lower than comparable BIF assessment rates. Leaving aside the special
assessment, First Nationwide paid the minimum SAIF assessment rate of 18 basis
points from October 1, 1996 to December 31, 1996, and the Bank has been
assessed a rate of 0 basis points from January 1, 1997.

     Thrift Charter

     Congress has been considering legislation in various forms that would
require federal thrifts, such as the Bank, to convert their charters to
national or state bank charters. Recent legislation requires the Treasury
Department to prepare for Congress by March 31, 1997 a comprehensive study on
development of a common charter for federal savings associations and
commercial banks; and in the event that the thrift charter was eliminated by
January 1, 1999, would require the merger of the BIF and the SAIF into a
single Deposit Insurance Fund on that date. In the absence of appropriate
"grandfather" provisions, legislation eliminating the thrift charter could
have a material adverse effect on the Bank and its parent holding companies
because, among other things, these holding companies engage in activities that
are not permissible for bank holding companies and the regulatory capital and
accounting treatment for banks and thrifts differs in certain significant
respects. The Bank cannot determine whether, or in what form, such legislation
may eventually be enacted and there can be no assurance that any legislation
that is enacted would contain adequate grandfather rights for the Bank and its
parent holding companies.

     Non-Investment Grade Debt Securities

     Savings associations and their subsidiaries are prohibited from acquiring
or retaining any corporate debt security that, at the time of acquisition, is
not rated in one of the four highest rating categories by at least one
nationally recognized statistical rating organization. The Bank does not own
any non-investment grade debt securities.

     Community Reinvestment Act and the Fair Lending Laws

     Savings associations have a responsibility under CRA and related
regulations of the OTS to help meet the credit needs of their communities,
including low- and moderate-income neighborhoods. In addition, the Equal
Credit Opportunity Act and the Fair Housing Act (together, the "Fair Lending
Laws") prohibit lenders from discriminating in their lending practices on the
basis of characteristics specified in those statutes. An institution's failure
to comply with the provisions of the CRA could, at a minimum, result in
regulatory restrictions on its activities, and failure to comply with the Fair
Lending Laws could result in enforcement actions by the OTS, as well as other
federal regulatory agencies and the Department of Justice.


                                    Page 50

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     New Safety and Soundness Guidelines

     The OTS and the other federal banking agencies have established
guidelines for safety and soundness, addressing operational and managerial, as
well as compensation matters for insured financial institutions. Institutions
failing to meet these standards are required to submit compliance plans to
their appropriate federal regulators. The OTS and the other agencies have also
established guidelines regarding asset quality and earnings standards for
insured institutions.

     Change of Control

     Subject to certain limited exceptions, no company can acquire control of
a savings association without the prior approval of the OTS, and no individual
may acquire control of a savings association if the OTS objects. Any company
that acquires control of a savings association becomes a savings and loan
holding company subject to extensive registration, examination and regulation
by the OTS. Conclusive control exists, among other ways, when an acquiring
party acquires more than 25% of any class of voting stock of a savings
association or savings and loan holding company, or controls in any manner the
election of a majority of the directors of the company. In addition, a
rebuttable presumption of control exists if, among other things, a person
acquires more than 10% of any class of a savings association or savings and
loan holding company's voting stock (or 25% of any class of stock) and, in
either case, any of certain additional control factors exist.

     Under recent legislation, companies subject to the Bank Holding Company
Act that acquire or own savings associations are no longer defined as savings
and loan holding companies under the HOLA and, therefore, are not generally
subject to supervision and regulation by the OTS. OTS approval is no longer
required for a bank holding company to acquire control of a savings
association, although the OTS has a consultative role with the FRB in
examination enforcement and acquisition matters.

     Reduction Act

     On September 30, 1996, President Clinton signed into law the Reduction
Act. The Reduction Act's principal provisions relate to recapitalization of
the SAIF, but it also contains numerous regulatory relief measures, some of
which are directly applicable to the Bank. Specific provisions of the
Reduction Act are discussed above in "--Qualified Thrift Lender Test," "--FDIC
Assessments," "--Thrift Charter," and "--Change of Control." The Reduction Act
also contains other provisions to reduce regulatory burdens associated with
compliance with various consumer and other laws applicable to the Bank,
including, for example, provisions designed to coordinate the disclosure and
other requirements under the Truth-in-Lending Act and the Real Estate
Settlement Procedures Act, modify certain insider lending restrictions, permit
the OTS to allow exemptions to anti-tying prohibitions and exempt certain
transactions and simplify certain disclosures under the Truth-in-Lending Act.

     REIT Subsidiary Preferred Stock

     The Bank filed a 30-day notice on November 29, 1996 with the OTS
regarding the establishment of the Preferred Capital Corp., a real estate
investment trust ("REIT"), as an operating subsidiary of the Bank. The OTS
issued a letter expressing that it did not object to such establishment.

     In conjunction with the operating subsidiary notice, the OTS reviewed
among other things the appropriateness of including the minority interest
represented by the REIT Preferred Stock in the regulatory capital of the Bank.
See "--Regulatory Capital Requirements." In general, as a minority interest in
a consolidated subsidiary, the REIT Preferred Stock is eligible to be treated
as core capital of the Bank, but the OTS may have the authority to exclude
such REIT Preferred Stock from core capital. The OTS has indicated that it
will not exclude REIT Preferred Stock from the core capital of the parent
savings association if the following prudential standards are met: (i) the
REIT Preferred Stock meets all of the same terms and conditions that preferred
stock issued by the parent savings association must meet in order to be
included in core capital; (ii) the REIT Preferred Stock cannot be redeemed
without the prior written consent of the OTS; (iii) the REIT Preferred Stock
must be converted into or exchanged for a core capital instrument of the
parent savings association if the OTS directs, in writing, that such a
conversion or exchange should occur because (a) the parent

                                    Page 51

<PAGE>



savings association becomes undercapitalized under prompt corrective action
regulations, (b) the parent savings association is placed in bankruptcy,
reorganization, conservatorship, or receivership, or (c) the OTS, in its sole
discretion, directs in writing such conversion or exchange in anticipation of
the parent savings association becoming undercapitalized in the near term;
(iv) the amount of the parent savings association's core capital that is
composed of REIT Preferred Stock does not exceed 25% of core capital including
such REIT Preferred Stock (33-1/3% of core capital excluding REIT Preferred
Stock); and (v) the OTS may exclude REIT Preferred Stock from core capital if
it ceases to provide meaningful capital support and a realistic ability to
absorb losses or otherwise raises supervisory concerns, including OTS concerns
about the capital mix or asset structure of the REIT subsidiary or the parent
savings association. It is expected that a significant portion of the REIT
Preferred Stock will be included in the core capital of the Bank.

TAXATION

     For federal income tax purposes, Parent Holdings is included in the Mafco
Group and accordingly, its federal taxable income and loss will be included in
the consolidated federal income tax return filed by Mafco Holdings.

     The Bank, FN Holdings and Mafco Holdings are parties to a tax sharing
agreement effective as of January 1, 1994 (the "Tax Sharing Agreement"),
pursuant to which (i) the Bank will pay to FN Holdings amounts equal to the
taxes that the Bank would be required to pay if it were to file a return
separately from the affiliated group of which Mafco Holdings is the common
parent (the "Mafco Group") and (ii) FN Holdings will pay to Mafco Holdings
amounts equal to the taxes that FN Holdings would be required to pay if it
were to file a consolidated return on behalf of itself and the Bank separately
from the Mafco Group. The Tax Sharing Agreement allows the Bank to take into
account, in determining its liability to FN Holdings, any net operating losses
that it would have been entitled to utilize if it had filed separate returns
for each year since the formation of First Nationwide. The Tax Sharing
Agreement also allows FN Holdings to take into account, in determining its
liability to Mafco Holdings, any net operating losses that it would have been
entitled to utilize if it had filed a consolidated return on behalf of itself
and First Nationwide for each year since the formation of First Nationwide.
Accordingly, pursuant to the Tax Sharing Agreement, the benefits of any net
operating losses generated by First Nationwide since its formation are
retained by First Nationwide and FN Holdings. Parent Holdings has not entered 
into any tax sharing agreements.

     First Nationwide had generated significant federal income tax net
operating losses since it was organized in December 1988. This is due, in
part, to the fact that under applicable federal income tax law, the financial
assistance received by First Nationwide pursuant to the Assistance Agreement
was excluded from the taxable income of First Nationwide. In addition to such
tax-free financial assistance, First Nationwide had been entitled to its
normal operating deductions, including interest expense and certain losses
relating to its loan portfolio. As a result, First Nationwide generated
significant net operating losses for federal income tax purposes even though
its operations were profitable. Furthermore, under the reorganization
provisions of the Code, First Nationwide succeeded to certain net operating
loss carryovers of the Texas Closed Banks.

     At December 31, 1996, if Parent Holdings had filed a consolidated tax
return on behalf of itself and its subsidiaries for each year since the
formation of First Nationwide, it would have had approximately $2.1 billion of
regular net operating losses and approximately $800 million of alternative
minimum tax ("AMT") net operating losses, both of which Parent Holdings would
have been entitled to utilize. A portion of such losses, to the extent not
previously used to offset income, would expire in the year 2004 and thereafter
and would fully expire in 2010. It is expected that under the FN Holdings' Tax
Sharing Agreement, FN Holdings will be able to eliminate a significant portion
of the amounts that it otherwise would be required to pay to Mafco Holdings in
respect of federal income tax. Likewise, it is not expected that the Company
will record significant amounts of federal income tax expense as a member of
the Mafco Group. Payments made by FN Holdings under the Tax Sharing Agreement
with the Mafco Group during the years ended December 31, 1996 and 1995
totalled $14.1 million and $3.1 million, respectively. Such payments may
increase significantly at the time that the net operating losses described
above are either used in full to offset income or expire. During 1998 or 1999,
the Company anticipates that the AMT net operating losses will be fully
utilized and the Company will begin providing federal income tax expense at a
rate of 20%. Prior to the Company utilizing all of its AMT net operating
losses, it will provide federal income tax expense at a 2% rate because 90% of
AMT net operating losses are available to offset AMT income.

                                    Page 52

<PAGE>



     Under federal tax law, Parent Holdings, FN Holdings and the Bank will be
subject to several liability with respect to the consolidated federal income
tax liabilities of the Mafco Group for any taxable period during which Parent
Holdings, FN Holdings or the Bank is, as the case may be, a member of such
group. Therefore, FN Holdings or the Bank may be required to pay the Mafco
Group's consolidated Federal tax liability notwithstanding prior payments made
under the Tax Sharing Agreement by FN Holdings or the Bank to Mafco Holdings.
Mafco Holdings has agreed, however, under the Tax Sharing Agreement to
indemnify FN Holdings and the Bank for any such federal income tax liability
(and certain state and local tax liabilities) of Mafco Holdings or any of its
subsidiaries (other than FN Holdings and the Bank) that FN Holdings or the
Bank is actually required to pay.

     On August 20, 1996, the Small Business Job Protection Act of 1996 ("the
Act"), was enacted into law generally effective for years beginning after
1995. One provision of the Act repealed the Section 593 reserve method of
accounting for bad debts by thrift institutions which are treated as large
banks. Another provision of the Act requires the Bank to take into income the
balance of its post-1987 bad debt reserves over a six year period beginning in
1996 subject to a two-year deferral if certain residential loan tests are
satisfied. Consequently, the FN Holdings may be required to make payments to
Mafco Holdings under the Tax Sharing Agreement if FN Holdings has insufficient
expenses and losses to offset such income. As of December 31, 1995, First
Nationwide had tax bad debt reserves totalling $232 million, all of which had
been provided for in deferred tax liabilities. The Company does not expect to
generate substantial amounts of federal taxable income (after taking into
account its net operating loss carryovers) from any recapture of the Bank's
bad debt reserves. Accordingly, the enactment of this legislation is not
expected to have a material adverse impact on the Company's operations or
financial position.

     Parent Holdings is subject to taxation in certain states in which it
operates including California. For California franchise tax purposes, savings
institutions are taxed as "financial corporations." Financial corporations are
taxed at the general corporate franchise tax rate plus an "in lieu" rate based
on their statutory exemption from local business and personal property taxes.
California has not adopted conforming federal tax law changes to the
computation of the bad debt deduction.


                                    Page 53

<PAGE>



CAL FED AND CALIFORNIA FEDERAL

     Prior to the Cal Fed Acquisition, Cal Fed was a holding company whose
only significant asset was all of the common stock of California Federal. As
such, Cal Fed's principal business operations were conducted by California
Federal and its subsidiaries.

GENERAL

     California Federal and subsidiaries maintained 119 full service branches
in California and Nevada at December 31, 1996, offering a broad range of
consumer financial services including demand and term deposits and mortgage
and consumer loans. Subsidiaries of California Federal sold insurance and
investment products to California Federal's customers, and had previously
engaged in the real estate investment and development business.

     During 1995, California Federal obtained regulatory and shareholder
approval to reorganize into a holding company structure. The reorganization
was designed to provide greater flexibility for meeting financial and
competitive needs. As a result of the reorganization, which occurred on
January 1, 1996, each share of California Federal's common stock was converted
into one share of Cal Fed common stock. Consequently, California Federal
became a wholly owned subsidiary of Cal Fed.

     California Federal's principal operating activity consisted of
originating or purchasing loans secured by residential property of one to four
units ("residential 1-4 loans"). California Federal's primary funding source
was savings deposits, which were insured by the Federal Deposit Insurance
Corporation ("FDIC") through the Savings Association Insurance Fund ("SAIF").
California Federal's net earnings were principally generated by the excess of
interest earned on loans and interest-earning securities ("interest-earning
assets") over the interest paid on savings deposits and borrowings
("interest-bearing liabilities"), less general and administrative expenses.
California Federal's lending and savings operations were concentrated in
California and Nevada. California Federal previously had operations in Florida
and Georgia.

     In July 1995, California Federal made a nontaxable distribution of
Lititgation Interests to its common shareholders. The Litigation Interests
(traded on the Nasdaq under the symbol "CALGZ") represent a right to receive a
portion of the net cash proceeds, if any, resulting from California Federal's
pending goodwill lawsuit against the Federal government. See "Business--Parent
Holdings--Other Activities--Cal Fed Contingent Litigation Recovery
Participation Interests."

     During 1996, California Federal registered Secondary Litigation Interests
to be issued to the common shareholders of Cal Fed in connection with the Cal
Fed Acquisition. In January 1997, the Secondary Litigation Interests were
distributed and began trading on the Nasdaq under the symbol "CALGL." See
"Business--Parent Holdings--Other Activities--Cal Fed Contingent Litigation
Recovery Participation Interests."

     California Federal recorded net earnings of $116.4 million during 1996.
California Federal recorded net earnings of $93.6 million during 1995 and
incurred losses of $423.1 million in 1994.

     California Federal's return to profitability for the year ended December
31, 1995 reflects the results of its restructuring in prior years to meet the
new capital requirements of FIRREA and to respond to the collapse of the real
estate markets during the early 1990's.

     In early 1994, California Federal adopted a plan designed to improve its
capital position, improve its profitability and maximize shareholder value
(the "Strategic Plan"). The primary components of the Strategic Plan included:
(i) the raising of additional equity capital by means of common and preferred
stock offerings, (ii) the accelerated disposition of $1.3 billion of high-risk
and non-performing assets (the "1994 Bulk Sales") and (iii) the sale of 44
depository branches located in Florida and Georgia (the "Southeast Division").
California Federal successfully completed all aspects of the Strategic Plan
during 1994.


                                    Page 54

<PAGE>



     During 1994, California Federal, (i) raised $164.2 million, net of
issuance costs, in new capital from the issuance of 1.7 million shares of
California Federal's preferred stock, Series B, (ii) raised $183.3 million,
net of issuance costs, in new capital from the issuance of 21.6 million shares
of common stock through a rights offering, and (iii) completed the sale of the
Southeast Division. In addition, California Federal completed the 1994 Bulk
Sales, which included $1.3 billion of high-risk performing loans, NPLs and
real estate held for sale acquired in settlement of loans ("REO"). The sale of
these assets resulted in a substantial reduction in NPAs. A $274.8 million
loss was recorded on the 1994 Bulk Sales.

     California Federal completed the sale of the Southeast Division during
the third quarter of 1994. The sale of the Southeast Division resulted in a
$3.9 billion reduction in deposits. However, California Federal received a
4.10% deposit premium which contributed to California Federal recording a
$135.0 million net gain from the sale. See "Management's Discussion and
Analysis of Results of Operating and Financial Condition--California Federal."

INTEREST RATE RISK MANAGEMENT

     California Federal's earnings were primarily determined by its net
interest income. Net interest income was affected by the interest rate spread,
which was the difference between the rates earned on its interest-earning
assets and rates paid on its interest-bearing liabilities, as well as the
relative amounts of its interest-earning assets and interest-bearing
liabilities. When interest-earning assets exceeded interest-bearing
liabilities, any positive interest rate spread would generate net interest
income. California Federal's average interest rate spread for the years ended
December 31, 1996, 1995 and 1994 was 2.21%, 2.00% and 2.23%, respectively.
During 1996, average performing interest-earning assets exceeded average
interest-bearing liabilities by $612.6 million, or 4.43% of average performing
interest-earning assets and $457.7 million or 3.32% during 1995, and $19.4
million or 0.14% during 1994.

     California Federal was subject to interest rate risk to the degree that
its interest-bearing liabilities matured or repriced more rapidly, or on a
different basis, than its interest-earning assets. While having liabilities
that matured or repriced more frequently than assets may be beneficial in
times of declining interest rates, such an asset and liability structure may
have been detrimental to operations during periods of rising interest rates.
See "Management's Discussion and Analysis of Results of Operations and
Financial Condition--California Federal" for further information.

     In order to reduce interest rate risk, California Federal emphasized the
origination of adjustable rate mortgage loans that repriced more closely with
its interest-bearing liabilities. California Federal originated fixed rate
loans primarily for resale. At December 31, 1996, 86.5% of California
Federal's portfolio of loans and mortgage-backed securities consisted of
adjustable rate instruments as compared to 88.1% at December 31, 1995 and
88.9% at December 31, 1994. During 1996, 85.1% of real estate loans originated
bore adjustable rates compared to 79.1% in 1995 and 91.4% in 1994.


                                    Page 55

<PAGE>



LENDING ACTIVITIES

     Since 1990, California Federal focused its lending operations primarily
on the origination of residential 1-4 loans. During the last several years,
California Federal generally originated fixed rate residential 1-4 loans that
conformed to the underwriting criteria of FNMA and FHLMC. Fixed rate
residential loans were originated primarily for sale, and adjustable rate
residential 1-4 loans were primarily held in California Federal's portfolio of
interest-earning assets. Prior to 1990, California Federal was active in
originating loans secured by income producing property ("income property
loans") but this activity was significantly curtailed. During 1993, California
Federal discontinued its origination of income property loans including
multi-family loans, except in conjunction with sales of real estate held for
sale. Prior to 1994, California Federal originated loans secured by
automobiles as well as secured and unsecured personal loans ("consumer loans")
through California Thrift and Loan ("CTL"), a former subsidiary of California
Federal. During 1995, California Federal originated consumer loans primarily
on an agency basis, and received a fee for originating the loan from a third
party. Prior to 1991, California Federal was active in originating secured and
unsecured loans to corporate customers ("commercial banking loans"). During
1995, California Federal initiated a new lending program designed to provide
credit to small businesses located in California ("Business Banking Loans").
The Business Banking Loan program consisted of several products, which include
an unsecured line of credit for a term of up to twelve months, and a loan
secured by a certificate of deposit for a term of no greater than five years.
The maximum amount of the line of credit that California Federal offered
during 1996 was $100,000 and these loans bore an interest rate based upon the
prime rate plus 3%. The maximum loan amount for a loan secured by a
certificate of deposit was $250,000. At December 31, 1996, California
Federal's outstanding Business Banking Loan commitments totalled $21.2
million.

     California Federal conducted its loan origination functions through its
  offices in California and Nevada. Although California Federal had nationwide
  lending authority, a substantial portion of California Federal's mortgage
  loans were secured by real estate located in California. At December 31,
  1996, $8.8 billion, or 87.7%, of California Federal's portfolio of real
  estate loans was secured by real estate located in California. California
  Federal did not originate any loans outside of the United States.

     California Federal offered a variety of residential 1-4 fixed rate and
  adjustable rate loan programs, including loan programs which began with a
  three year or five year fixed rate period, converting to an adjustable rate
  for the remaining term of the loan. The adjustable rate residential loan
  programs offered by California Federal provided for interest rates that
  adjust periodically, commencing within three to six months from the loan's
  inception, based on changes in the FHLB 11th District Cost of Funds or
  indices that fluctuate with U.S. Treasury rates. Adjustments to the monthly
  payment of principal and interest occurred either semi-annually or annually
  depending on the loan program selected by the borrower. However, to protect
  borrowers from unlimited interest rate and payment increases, the majority
  of California Federal's adjustable rate loans had a maximum interest rate
  change ("interest rate cap") from the initial reduced interest rate period
  and/or over the life of the loan. Additionally, the interest rate may
  increase or decrease within a two to six percentage point range in any given
  period. In certain loan programs, these protections for borrowers could have
  resulted in monthly payments which were greater or less than the amount
  required to amortize the loan by its maturity at the interest rate in effect
  in any particular month. In the event that the monthly payment was not
  sufficient to pay the interest accruing during the month, the deficiency was
  added to the loan's principal balance ("negative amortization"). In the
  event that a loan incurred significant negative amortization, there was an
  increased risk that the market value of the underlying collateral on the
  loan would be insufficient to fully satisfy the outstanding principal and
  interest. In the event that the monthly payment exceeded the amount
  necessary to pay the interest accruing during the month, the excess was
  applied to reduce the loan's principal balance, which would result in an
  earlier payoff of the loan.

     Negative amortization could have resulted in an increased risk that the
  value of the collateral securing the loan could have been insufficient to
  fully satisfy the outstanding principal and interest in the case of a
  default by the borrower. However, negative amortization also served to
  reduce the amount of payment increase during periods of rising rates. In
  periods of rapidly rising interest rates, monthly payments on adjustable
  rate loans may have increased sharply, resulting in a hardship for
  borrowers. Negative amortization reduced the increase in the payments for
  borrowers. While the outstanding balance of the loan may have increased
  because of negative amortization, the risk of default may have decreased as
  borrowers had a lower debt service burden or a debt service requirement that
  increased more slowly than fully amortizing loans. At December 31, 1996,
  $4.8 billion, or 48%, of California Federal's loans had the potential to

                                    Page 56

<PAGE>



  experience negative amortization, while $0.9 billion, or 9%, of its loans
  were actually experiencing negative amortization.

     California Federal originated certain 15 and 30 year fully amortizing
  fixed rate residential 1-4 loans that conformed to the underwriting
  requirements of FNMA, primarily for resale in the secondary market. When
  loans were sold, California Federal normally retained the right to service
  the loan. Substantially all fixed rate loans in California Federal's loan
  portfolio contained a due-on-sale clause which provided that California
  Federal could, subject to certain regulatory restrictions, declare the
  unpaid principal amount due and payable upon the resale of the mortgaged
  property. Although adjustable rate loans in California Federal's loan
  portfolio contained a due-on-sale clause, by their terms they are
  transferable to a purchaser of the property if the purchaser met California
  Federal's credit standards.

     California Federal originated or purchased loans through several
  distribution channels, including: (i) through its lending offices located in
  California and Nevada ("retail loan production"), (ii) through a network of
  brokers who directed their clients to California Federal ("wholesale loan
  production"), (iii) through correspondent mortgage banking organizations,
  which originated loans, using California Federal's underwriting
  requirements, and then sold such loans to California Federal and (iv)
  purchases of loan pools.

     California Federal utilized several distribution channels for loan
  production in order to maximize its production efforts in a cost effective
  manner and to mitigate its dependence upon a single origination source.
  Wholesale loan production became a significantly greater source of loan
  production during 1995 and 1994 as compared to retail sources. During 1996,
  wholesale production of loans totalled $1.2 billion compared to $1.0 billion
  during 1995. Retail loan production totalled $587.5 million and $621.6
  million during 1996 and 1995, respectively. Additionally, during 1995 and
  1996 California Federal purchased a greater percentage of its loan
  production than in prior years. During 1996, California Federal purchased
  $805.9 million of loans; $306.8 million of this total were purchased with
  servicing rights.


                                    Page 57

<PAGE>



     The table below shows California Federal's total loan originations and
purchases for the periods indicated:

<TABLE>
<CAPTION>


                                                       At December 31,
                             -----------------------------------------------------------------
                                  1996        1995          1994         1993         1992
                                  ----        ----          ----         ----         ----
                                                       ( in millions)
<S>                           <C>           <C>            <C>         <C>          <C>  
  Real estate
    Residential 1-4:
       Fixed rate (a)             $  820.0   $   456.1      $   186.2   $   824.3      $1,211.5
       Adjustable rate             1,755.7     1,674.6        2,235.5     1,404.7       1,178.4
    Multi-Family:
       Fixed rate                      5.6         0.8            3.0         5.7          18.1
       Adjustable rate                12.8        41.9          112.4       285.1         185.5
    Commercial Real Estate:
       Fixed rate                      0.5         1.2           16.3        35.5          47.7
       Adjustable rate                 3.3        62.2           79.5        45.6          69.3
    Equity                            10.4        10.5           22.5       210.5         259.2
                                  --------    --------       --------    --------      --------
  Total real estate                2,608.3     2,247.3        2,655.4     2,811.4       2,969.7
     Business banking                 23.1         --             0.5         1.9          56.5
     Consumer                         96.5        99.3          118.6       129.2         332.2
                                  --------    --------       --------    --------      --------
  Total loans originated and
    purchased (b)                  2,727.9     2,346.6        2,774.5     2,942.5       3,358.4
  Loans refinanced                  (127.9)     (100.5)        (155.2)     (204.5)       (298.8)
                                  --------    --------       --------    --------      --------
  Net loans originated
     for sale and investment
                                  $2,600.0      $2,246.1      $2,619.3   $2,738.0      $3,059.6
                                  ========      ========      ========   ========      ========
</TABLE>
------------------
  (a Includes certain loans that will convert to an adjustable rate after an
     initial fixed rate period of three or five years.

  (b) Includes purchases of $805.9 million, $578.2 million, $229.2 million,
      $115.0 million, and $99.7 million for 1996, 1995, 1994, 1993, and 1992,
      respectively.



                                    Page 58

<PAGE>



     The table below shows the number and dollar amount of loans originated
  and purchased by California Federal. Adjustable rate loan originations and
  purchases are presented by rate adjustment index.

<TABLE>
<CAPTION>

                                                   Year ended December 31, 1996                  Year ended December 31, 1995
                                           ------------------------------------------     -----------------------------------------
                                                                           Average                                       Average
                                              Number of                      Loan            Number of                     Loan
                                                Loans        Amount         Amount             Loans        Amount        Amount
                                                -----        ------         ------            -----         ------        ------
                                                               (in           (in                             (in           (in
                                                            millions)     thousands)                      millions)     thousands)
<S>                                     <C>           <C>              <C>            <C>           <C>             <C>
  Loans Originated:
          Residential 1-4
    Residential 1-4-- Wholesale                  4,221      $1,214.2         $287.7           3,548         $1,025.1       $ 288.9
         Residential 1-4-- Retail                3,733         587.5          157.4           3,886            621.6         160.0
                                              ---------    ---------        -------         -------         --------       -------
           Total Residential                     7,954       1,801.7          226.5           7,434          1,646.7         221.5
                                                 -----     ---------        -------         -------         --------       -------
          Multi-family                              44          13.1          297.7              57             20.6         361.4
                 Commercial real estate              3           0.7          233.3               5              1.8         360.0
                 Business banking                  207          16.8           81.2              --              --            --
                 Consumer                        2,580          89.7           34.8           3,038             99.3          32.7
                                              --------     ---------        -------          ------         --------       -------
           Total loans originated               10,788       1,922.0          178.2          10,534          1,768.4         167.9
                                              --------     ---------        -------          ------         --------       -------
  Loans Purchased:                                                                                                    
            Residential 1-4                      3,325         784.4          235.9           1,898            494.5         260.5
    Multi-family                                    19           5.3          278.9              87             22.1         254.0
    Commercial real estate                          11           3.1          281.8             130             61.6         473.8
    Business banking                                98           6.3           64.3              --              --            --
    Consumer                                       153           6.8           44.4              --              --            --
                                              --------  ------------       --------          -------       -----------     -------
            Total loans purchased                3,606         805.9          223.5           2,115            578.2         273.4
                                              ---------    ----------        -------         -------       ----------       -------
            Total loans originated and                                                                                
               purchased                        14,394      $2,727.9         $189.5          12,649         $2,346.6        $185.5
                                                ======      ========         ======          ======        =========        ======
</TABLE>
                                                                   
                                                                      
                                    Page 59
                                                                         
<PAGE>                                                               




     The composition of California Federal's loan portfolio is set forth in
the following table at the dates indicated:

<TABLE>
<CAPTION>


                                                          At December 31,
                             -----------------------------------------------------------------------
                                  1996           1995          1994          1993           1992
                                  ----           ----          ----          ----           ----
                                                          (in millions)
<S>                             <C>              <C>           <C>          <C>           <C>   
  Real estate:
    Residential 1-4:
        Fixed rate                $ 1,481.9      $   965.4      $  686.5      $  871.1      $ 1,242.5
        Adjustable rate             6,771.2        6,312.2       5,856.8       5,189.9        5,416.2
                                  ---------       --------      --------      --------      ---------
                                    8,253.1        7,277.6       6,543.3       6,061.0        6,658.7
    Multi-Family:
       Fixed rate                      53.6           67.7          97.5         246.0          321.6
       Adjustable rate              1,195.8        1,278.5       1,360.6       2,019.6        2,099.1
                                  ---------       --------      --------      --------      ---------
                                    1,249.4        1,346.2       1,458.1       2,265.6        2,420.7
    Commercial Real Estate:
       Fixed rate                      37.7           53.6          74.8         216.4          224.8
       Adjustable rate                449.5          488.4         490.3         740.3          877.8
                                  ---------       --------      --------      --------      ---------
                                      487.2          542.0         565.1         956.7        1,102.6
    Equity                             57.4           64.1          79.3          84.5          186.7
                                  ---------       --------      --------      --------      ---------
       Total real estate           10,047.1        9,229.9       8,645.8       9,367.8       10,368.7
  Business banking                     16.9            --            --           85.2          280.9
  Consumer                            194.7          249.6         322.6         433.7          925.5
                                  ---------       --------      --------      --------      ---------
                                   10,258.7        9,479.5       8,968.4       9,886.7       11,575.1
  Less:
    Undisbursed loan funds             (0.3)           0.1           --            1.3            4.9
    Deferred loan (costs) fees        (26.2)         (13.9)         (4.3)         23.8           42.0
    Allowance for loan losses         173.1          181.0         211.6         254.3          324.0
    Unearned interest on
       equity/consumer loans            --             1.3           4.1          10.6           56.9
    Discount on acquired loans          4.0            7.4           9.7          13.4           18.0
    Other deferrals                      --             --            --          11.4           27.2
                                  ---------       --------      ---------     --------      ---------
  Total loans receivable           10,108.1        9,303.6       8,747.3       9,571.9       11,102.1
  Less: Loans held for sale (a)         8.7           13.6           1.3          44.3          497.7
                                  ---------       --------      --------      --------      ---------
  Loans receivable held for
       investmen                  $10,099.4       $9,290.0      $8,746.0      $9,527.6      $10,604.4
                                  =========       ========      ========      ========      =========
</TABLE>
------------------

(a)  See the Notes to California Federal's consolidated financial statements 
     for further details.

     The reduction in California Federal's loan portfolio since 1992 was due
primarily to (i) California Federal's need to comply with the capital
requirements of the Financial Institutions Reform, Recovery and Enforcement
Act of 1989 ("FIRREA"), (ii) reduced levels of originations, (iii) a high
level of loan repayments, (iv) the sale of CTL, a subsidiary that specialized
in the origination of consumer loans, (v) the sale or securitization of loans,
and (vi) bulk sale transactions. During 1994, California Federal sold $1.3
billion of loans through a series of bulk sale transactions. The bulk sale
transactions were designed to reduce California Federal's credit risk and
concentrations of non-performing and income property loans.

                                    Page 60

<PAGE>




     The table below shows the geographic distribution of California Federal's
gross real estate loan portfolio at December 31, 1996, 1995, and 1994,
respectively:

<TABLE>
<CAPTION>


                                                    Years ended December 31,
                         ------------------------------------------------------------------------------
                                   1996                       1995                      1994
                             --------------------    -------------------------    ----------------------
                                                     (dollars in millions)
<S>                            <C>             <C>       <C>              <C>     <C>               <C>  
California                     $ 8,814.6       87.7%     $8,085.7         87.6%   $7,467.9          86.4%
Florida                            433.5        4.3         514.0          5.6       630.3           7.3
Nevada                             244.2        2.4         234.3          2.5       240.8           2.8
Georgia                             77.1        0.8          89.6          1.0       103.6           1.2
Texas                               47.9        0.5          27.9          0.3        25.0           0.3
Arizona                             46.9        0.5          33.1          0.4        24.2           0.3
Washington                          37.4        0.4          18.4          0.2         9.5           0.1
Colorado                            36.7        0.4          18.0          0.2         5.7           0.1
New Jersey                          33.9        0.3          32.5          0.3        27.9           0.3
New York                            32.3        0.3          34.5          0.4        30.5           0.3
Connecticut                         30.1        0.3          21.0          0.2        23.0           0.3
Illinois                            24.4        0.2          12.5          0.1         2.6           --
Other                              188.1        1.9         108.4          1.2        54.8           0.6
                               ---------     ------      --------       ------    --------        ------
                               $10,047.1      100.0%     $9,229.9        100.0%   $8,645.8         100.0%
                               =========      =====      ========        =====    ========         =====
</TABLE>

     The following table presents the composition of California Federal's
gross real estate loan portfolio by state and property type at December 31,
1996:
<TABLE>
<CAPTION>


                                                                         Commercial     Other
                    1-4 Unit      Multi-       Shopping       Office        and         Income                    % of
                   Residential    family        Centers     Buildings    Industrial    Property      Total        Total
                   -----------    ------        -------     ----------   ----------    --------      -----        -----
                                                            (dollars in millions)
<S>                    <C>           <C>              <C>         <C>          <C>           <C>     <C>               <C>  
  California           $7,192.6      $1,155.0         $63.3       $138.3       $249.8        $15.6   $  8,814.6        87.7%
  Florida                 397.9          26.0           3.0          1.5          3.6          1.5        433.5         4.3
  Nevada                  203.4          36.0           2.6          1.7          --           0.5        244.2         2.4
  Georgia                  67.6           7.6           0.2          1.2          --           0.5         77.1         0.8
  Texas                    46.3           1.6           --           --           --           --          47.9         0.5
  Arizona                  31.4          14.8           --           0.4          --           0.3         46.9         0.5
  Washington               32.6           4.8           --           --           --           --          37.4         0.4
  Colorado                 35.3           --            --           1.4          --           --          36.7         0.4
  New Jersey               33.9           --            --           --           --           --          33.9         0.3
  New York                 32.2           0.1           --           --           --           --          32.3         0.3
  Connecticut              30.1           --            --           --           --           --          30.1         0.3
  Illinois                 23.5           0.9           --           --           --           --          24.4         0.2
  Other (a)               183.7           2.6           --           1.1          --           0.7        188.1         1.9
                     ----------      ---------       ------       -------      ------        -----    ---------       -----
     Total             $8,310.5      $1,249.4         $69.1       $145.6       $253.4        $19.1    $10,047.1       100.0%
                       ========      ========         =====       ======       ======        =====    =========       ======
% of Total                 82.7%         12.4%          0.7%         1.5%         2.5%         0.2%       100.0%
                           ====          ====           ===          ===          ===          ===        =====
</TABLE>
------------------

     (a) Includes states with aggregate gross real estate loans that are less
than $23 million.


     California Federal's delinquencies and resulting 1996 residential 1-4
charge-offs primarily resulted from loans originated between 1988 and 1991.
Additionally, larger balance loans (those in excess of $300,000) comprised a
substantial amount of loans in which charge-offs were recorded. California
Federal's residential 1-4 delinquencies at December 31, 1996 decreased
approximately 36% from delinquencies at December 31, 1995.


                                    Page 61

<PAGE>



     California Federal's multi-family portfolio at December 31, 1996 was
primarily composed of loans originated during the period 1985 through 1988
(58.8%) and loans less than $750,000 (68.8%). Correspondingly, 98.0% of
California Federal's multi-family loans had an original loan to value ratio of
80% or less. California Federal's delinquent multi-family loans at December
31, 1996 primarily consisted of loans with balances less than $1.0 million,
originated between 1984 through 1990 (81.9%).

     California Federal's commercial real estate portfolio at December 31,
1996 was primarily composed of loans originated during 1985 through 1988
(74.9%) with LTV ratios of 80% or less (74.0%). California Federal's
delinquent commercial real estate loans at December 31, 1996 primarily
consisted of loans with balances less than $3.0 million, originated between
1986 through 1988 (80.6%).

     Since 1990, California Federal has not been active in the origination of
commercial real estate loans, except to finance the sale of real estate owned.
At December 31, 1996, $365.1 million, or 75.0% of California Federal's
commercial real estate loan portfolio was comprised of loans originated
between 1985 through 1988. The 1994 Bulk Sales included a substantial amount
of delinquent commercial real estate loans and large performing loans. At
December 31, 1996, 55.9% of California Federal's commercial real estate loan
portfolio was concentrated in commercial warehouses and industrial buildings.
Many of these loans were occupied by owner users with balances that are
typically $1.0 million or lower.

     The composition of California Federal's gross consumer loan portfolio is
set forth in the following table at the dates indicated:
<TABLE>
<CAPTION>

                                                                  December 31,
                                                        ---------------------------------
                                                           1996        1995       1994
                                                           ----        ----       -----
                                                                  (in millions)
<S>                                                         <C>        <C>        <C>
Consumer loans:
  Mobile homes                                               $  53.0    $  66.3    $  79.6
  Vehicles                                                       2.1       21.5       49.4
  Equity credit line                                           117.4      137.8      168.7
  Unsecured                                                     14.1       14.6       16.1
  Loans secured by deposits                                      8.1        9.4        8.8
                                                              ------     ------     ------
          Total consumer loans                                $194.7     $249.6     $322.6
                                                              ======     ======     ======
</TABLE>

     Since 1993, California Federal had ceased actively originating consumer
loans for its own portfolio. California Federal continued to originate
consumer loans on an agency basis for other financial institutions.
Additionally, in 1993, California Federal sold CTL, a subsidiary of California
Federal that had specialized in the origination of automobile loans, further
reducing the level of California Federal's consumer loan portfolio.


                                    Page 62

<PAGE>




     At December 31, 1996, $1.6 billion of fixed rate loans and approximately
$8.6 billion of adjustable rate loans were contractually due after one year.
The following table presents the remaining contractual maturities of
California Federal's gross loan portfolio at December 31, 1996:

<TABLE>
<CAPTION>

                                            Over One      Over Three      Over Five      Over Ten
                               Within      But Within     But Within     But Within     But Within      Over
                              One Year     Three Years    Five Years      Ten Years      15 Years     15 Years      Total
                              --------     -----------    ----------      ---------      --------     --------      -----
                                                                  (in millions)
<S>                             <C>         <C>            <C>             <C>            <C>       <C>         <C>
Real Estate:
  Residential 1-4:
    Fixed rate                   $ 5.6      $    8.6        $  32.6         $  62.1       $  49.1   $1,323.9    $  1,481.9
    Adjustable rate                1.0           1.5            4.5            18.5          43.0    6,702.7       6,771.2
  Income property:
    Fixed rate                    11.5          11.7           27.1            28.9           9.8        2.3          91.3
    Adjustable rate               12.5          75.1          175.8           231.3          65.3    1,085.3       1,645.3
  Equity                           1.2           1.4            1.5            17.2          28.8        7.3          57.4
                                ------         ------       -------         -------       -------    --------    ---------
Total real estate                 31.8          98.3          241.5           358.0         196.0    9,121.5      10,047.1
Business banking                  11.2           2.8            2.4             0.5           --         --           16.9
Consumer                          38.8          32.2           33.0            52.2          27.0       11.5         194.7
                                ------        ------         ------          ------        -------  --------      --------
                                 $81.8        $133.3         $276.9          $410.7        $223.0   $9,133.0     $10,258.7
                                 =====        ======         ======          ======        ======   ========     =========

     Sales of Loans and Loan Servicing Activities. From time to time,
California Federal sold loans in order to manage the growth of its loan
portfolio, to aid in managing its capital position, to provide additional
sources of cash flow, to enable California Federal to refine the composition
and interest rate sensitivity of its loan portfolio and for other reasons.
California Federal's loans held for sale were $8.7 million and $13.6 million
at December 31, 1996 and 1995, respectively. California Federal continually
reviewed the composition and level of its loan origination activity in order
to determine the level of loans originated for sale. Fixed rate residential
1-4 loans that conformed to the underwriting criteria of FHLMC and FNMA were
generally originated for sale, while originations of adjustable rate mortgage
loans and non-conforming fixed rate loans were primarily originated for
investment. California Federal established desired ranges for portfolio and
asset growth based upon numerous factors, including origination volume and
mix, portfolio repayments and payoffs, desired servicing portfolio levels and
regulatory capital requirements. These factors collectively entered into the
determination of the amount of fixed rate loans originated for sale.
California Federal typically did not hold such loans in its long-term
portfolio because of asset/liability management considerations.

     California Federal recorded gains or losses from the sale of loans that
it continueed to service for others by computing the present value of the
difference between the yield on the loans sold and the yield to be paid to the
buyer, reduced by normal servicing fees ("excess servicing"), over the
estimated remaining life of the loans. The present value gain or loss was
based upon market prepayment, default and discount rate assumptions. An asset
(i.e., the present value of excess servicing) equal to the present value gain
was recorded at the time a loan was sold and was amortized over the estimated
remaining life of the loan. California Federal monitored actual prepayments on
the related loans and reduced the balance of the recorded amount of excess
servicing by a charge to earnings if actual prepayments exceeded California
Federal's estimate. At December 31, 1996, the amount of capitalized excess
servicing recorded by California Federal was $4.8 million. California Federal
did not experience a material impact to its results of operations or financial
condition from the adoption of SFAS No. 122 in the first quarter of 1996.


                                    Page 63

<PAGE>




     In most cases, when loans are sold, California Federal retained the
servicing of the loans for the purchaser. California Federal received an
annual servicing fee, in the range of 25 to 40 basis points, for servicing
loans for others. California Federal received $10.9 million, $12.4 million,
and $14.6 million in loan servicing fees for the years ended December 31,
1996, 1995, and 1994, respectively. Fees generated from servicing loans for
others were included in fee income in the consolidated financial statements.
The following table summarizes loans serviced for others at the dates
indicated:

</TABLE>
<TABLE>
<CAPTION>


                                                           December 31,
                               ---------------------------------------------------------------------
Investor                           1996         1995           1994           1993         1992
--------                           ----         ----           ----           ----         ----
                                                           (in millions)
<S>                                 <C>          <C>              <C>          <C>           <C>     
FNMA                                $2,221.7     $2,323.2         $2,379.0     $2,720.4      $2,764.8
FHLMC                                  151.2        117.7            137.0        168.8         225.0
Other                                1,092.5      1,341.4          1,943.3      2,446.1       3,261.2
                                   ---------     --------        ---------     --------      --------
                                    $3,465.4     $3,782.3         $4,459.3     $5,335.3      $6,251.0
                                    ========     ========         ========     ========      ========
</TABLE>


LOAN PORTFOLIO RISK ELEMENTS

     In order to reduce credit risk, California Federal maintained
underwriting criteria for each of its loan programs. As is the case with all
other lenders, however, certain of California Federal's borrowers became
unable or unwilling to pay interest or principal when due. Among the reasons
for such defaults were adverse conditions in the regional or national economy,
unemployment, an oversupply of space for lease and an increase in vacancies, a
decline in real estate values, and other factors. In such cases, following
efforts to encourage borrowers to cure their defaults, California Federal
normally commenced proceedings to foreclose upon the property securing the
loan. Such proceedings may have been delayed by litigation or bankruptcy
initiated by the borrower. California Federal's risk of loss related both to
the frequency of such defaults and to the severity of loss. The loss was
primarily composed of the excess, if any, of the outstanding principal balance
of the loan plus accrued interest and escrow advances over the value of the
collateral at the time of foreclosure. In some instances, California Federal
may have been able to recover any loss it incurred from other assets of the
borrower but, generally, this was not possible.

    Loans on which California Federal had ceased the accrual of interest
("non-accrual loans") and loans on which various concessions had been made due
to the inability of the borrower to service the obligation under the original
terms of the agreement ("restructured loans") constituted the primary
components of the portfolio of non-performing loans. Under certain limited
circumstances, prior to 1993, California Federal continued to accrue interest
on loans that were delinquent 90 days or more ("past due loans"). At December
31, 1996, all loans more than 90 days delinquent were on non-accrual status.
California Federal may have placed a performing loan on non-accrual status,
and/or designated a loan as impaired if California Federal believed that a
default was probable or the full collection of principal and interest was
doubtful.


                                    Page 64

<PAGE>




     Non-accrual loans. California Federal generally placed a loan on
non-accrual status whenever the payment of interest was 90 days or more
delinquent, or earlier if the timely collection of interest and/or principal
appeared doubtful. Loans on non-accrual status were resolved by: (i) the
borrower bringing the loan current, (ii) California Federal and the borrower
agreeing to modify the terms of the loan, or (iii) foreclosure upon the
collateral securing the loan. The following table presents California
Federal's gross non-accrual loans by state at the dates indicated:
<TABLE>
<CAPTION>


                                                                December 31,
                                           -------------------------------------------------------
                                              1996       1995       1994        1993       1992
                                              ----       ----       ----        ----       ----
                                                                (in millions)
<S>                                             <C>        <C>         <C>        <C>        <C>   
California                                      $117.5     $188.7      $162.8     $414.0     $575.9
Florida                                            6.4        8.5         9.7       33.8       70.9
Alabama                                            --         --          --         --        20.8
North Carolina                                     --         --          --         --        13.2
Nevada                                             2.1        3.5         1.5        6.2       11.7
Georgia                                            0.4        1.2         0.9       14.3        8.0
Other                                              3.2        4.4         3.3       47.1       24.6
                                                ------     ------     -------     ------     ------
                                                $129.6     $206.3      $178.2     $515.4     $725.1
                                                ======     ======      ======     ======     ======

</TABLE>

    The following table shows California Federal's portfolio of gross
non-accrual loans by state and type at December 31, 1996:

<TABLE>
<CAPTION>


                              1-4 Unit       Multi-                                                     % of
                            Residential      Family      Commercial       Consumer        Total         Total
                            -----------      ------      ----------       --------        -----         -----
                                                      (dollars in millions)
<S>                             <C>          <C>             <C>             <C>         <C>             <C>  
California                      $52.4        $49.6           $14.1           $1.4        $117.5          90.7%
Florida                           4.8          0.3            1.0             0.3           6.4           4.9
Nevada                            1.4          0.6             --             0.1           2.1           1.6
New Jersey                        1.7          --              --             --            1.7           1.3
Other                             1.8          --              --             0.1           1.9           1.5
                                -----        -----           -----           ----        ------         -----
Total                           $62.1        $50.5           $15.1           $1.9        $129.6         100.0%
                                =====        =====           =====           ====        ======         =====
% of Total                       47.9%        39.0%           11.6%           1.5%        100.0%
                                =====        =====           =====           ====        ======    
</TABLE>

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

(a)  Includes states with totals less than $1 million.

                                    Page 65

<PAGE>





     Restructured Loans. California Federal, in an effort to maximize the
value of its loans that were not performing under their contractual terms, may
have modified such loans at terms that are less favorable than the current
market. Restructured loans had interest rates that may have been less than
current market rates or may have contained other concessions. Since 1990,
California Federal generally declined to restructure loans except in special
situations where recovery seemed likely. The following table presents gross
restructured loans by state at the dates indicated:


                                         December 31,
                      ---------------------------------------------------
                        1996       1995      1994       1993      1992
                        ----       ----      ----       ----      ----
                                         (in millions)
California                 $3.2       $3.1      $5.8       $14.5     $52.8
Texas                        --         --        --         --        0.8
Florida                      --         --        --         --        5.9
North Carolina               --         --        --         --        2.5
Other                        --        0.2        --         2.3       2.2
                           ----       ----      ----       -----     -----
                           $3.2       $3.3      $5.8       $16.8     $64.2
                           ====       ====      ====       =====     =====

     Please refer to "Management's Discussion and Analysis of Results of
Operations and Financial Condition--California Federal" for further
information on the change in the composition of non-performing loans during
1996 and 1995.

CREDIT LOSS EXPERIENCE

     California Federal, in an effort to mitigate the risk of credit losses in
a timely manner, performed periodic reviews of any asset that was identified
as having potential excess credit risk. California Federal maintained special
departments with responsibility for resolving problem loans and selling real
estate acquired through foreclosure in order to facilitate this process.
Valuation allowances for estimated potential future losses were established on
a specific and general basis. Specific allowances for real estate secured
loans were determined by the excess of the recorded investment in the loan
over the fair market value of the collateral. General valuation allowances
were provided for losses inherent in the loan portfolio which were
specifically identified. The general valuation allowance was based upon a
number of factors, including: (i) historical loss experience, (ii) composition
of the loan portfolio, (iii) loan classifications, (iv) prevailing and
forecast economic conditions and (v) management's judgment. A more detailed
discussion of California Federal's policies for determining valuation
allowances is presented in "Management's Discussion and Analysis of Results of
Operations and Financial Condition--California Federal--Provision for Loan
Losses" and Notes to California Federal's consolidated financial statements.


                                    Page 66

<PAGE>




     The table below shows California Federal's specific and general
allowances for loan losses by loan type at the dates indicated:

<TABLE>
<CAPTION>

                                                     December 31,
                               --------------------------------------------------------
                                  1996       1995        1994       1993       1992
                                  ----       ----        ----       ----       ----
                                                    (in millions)
<S>                             <C>         <C>            <C>      <C>       <C>
Specific Allowance:
  Real Estate:
     Residential 1-4              $    --    $    --     $    4.1   $    3.5     $   --
     Income property                  11.7      24.3         30.4       54.4        55.5
                                  --------   -------     --------   --------    --------
  Total real estate                   11.7      24.3         34.5       57.9        55.5
  Commercial banking                   --          --         --         0.2        16.3
                                  --------   -------     --------   --------    --------
Total specific allowance              11.7      24.3         34.5       58.1        71.8
                                  --------   -------     --------   --------    --------
General Allowance:
  Real Estate:
     Residential 1-4                  45.0      45.0         44.0       49.0        20.0
     Income property                  96.4      90.0        112.0      121.1       141.9
                                  --------   -------     --------   --------    --------
          Total real estate          141.4     135.0        156.0      170.1       161.9
  Commercial banking                   --         --          --         5.0        55.0
  Consumer                            10.0      11.7         11.1       11.1        25.3
  Unallocated                         10.0      10.0         10.0       10.0        10.0
                                  --------   -------     --------   --------    --------
Total general allowance              161.4     156.7        177.1      196.2       252.2
                                  --------   -------     --------   --------    --------
Total allowance for loan losses     $173.1    $181.0       $211.6     $254.3      $324.0
                                    ======    ======       ======     ======      ======
</TABLE>


     The table below shows the activity in the allowance for loan losses for
the years indicated:

<TABLE>
<CAPTION>

                                                                      December 31,
                                             ---------------------------------------------------------------
                                                 1996         1995         1994         1993        1992
                                                 ----         ----         ----         ----        ----
                                                                           (in millions)
<S>                                              <C>         <C>          <C>          <C>         <C>   
Balance, January 1                               $181.0      $211.6       $254.3       $324.0      $332.4
Provision for loan losses                          41.3        31.8         74.9 (b)    163.5       126.4
Allocations from general allowances                 0.6         --           --           --          --
Charge-offs (a)                                   (57.4)      (72.4)      (123.3)      (240.5)     (141.6)
Recoveries                                          7.6        10.0          5.7         14.4         6.8
                                                -------      ------       -------      ------      -------
Net charge-offs                                   (49.8)      (62.4)      (117.6)      (226.1)     (134.8)
Allowances of sold subsidiary (CTL)                 --          --           --          (7.1)        --
                                                -------      ------       -------      ------      -------

Balance, December 31                             $173.1      $181.0       $211.6       $254.3      $324.0
                                                 ======      ======       ======       ======      ======
Ratio of net charge-offs during the period
  to average loans outstanding during the
  period                                           0.51%       0.69%        1.35%        2.21%       1.13%
                                                 ======      ======       ======       ======      ======
</TABLE>


(a)  Includes 1994 net charge-offs of $60.4 million that were established
     prior to designating the associated assets for inclusion in the 1994 Bulk
     Sales and 1993 net charge-offs of $80.0 million related to the 1993 bulk
     sale. Exclusive of the 1994 and 1993 bulk sale charge-offs, the ratio of
     net charge-offs to average loans outstanding was 0.66% and 1.46%,
     respectively.

(b)  The $274.8 million loss on assets held for accelerated disposition is
     reported as a separate line item on California Federal's Consolidated
     Statements of Operations and is excluded from provision for loan losses.


                                    Page 67

<PAGE>



     The table below presents the components of charge-offs and recoveries by
category for the years indicated:
<TABLE>
<CAPTION>


                                                    December 31,
                              --------------------------------------------------------
                                1996       1995       1994        1993        1992
                                ----       ----       ----        ----        ----
                                                   (in millions)
<S>                              <C>         <C>      <C>         <C>        <C>
Charge-offs:
  Real estate loans:
     Residential 1-4              $(28.1)    $(24.8)   $  (19.5)   $  (44.1)  $    (9.3)
     Income property
       Multi-family                (18.4)     (30.2)      (56.1)      (64.9)      (39.9)
       Commercial Real Estate       (2.9)     (12.0)      (33.9)      (57.8)      (57.9)
                                --------    --------   ---------    --------    -------
     Total income property         (21.3)   (42.2)        (90.0)     (122.7)      (97.8)
                                --------    --------   ---------    --------    -------
  Total real estate loans          (49.4)     (67.0)     (109.5)     (166.8)     (107.1)
  Commercial banking                 --         --         (6.8)      (61.0)      (20.2)
  Consumer                          (8.0)    (5.4)         (7.0)      (12.7)      (14.3)
                                --------    --------   ---------    --------    -------
          Total charge-offs        (57.4)     (72.4)     (123.3)     (240.5)     (141.6)
                                --------    --------   ---------    --------    -------
Recoveries:
  Real estate loans:
     Residential 1-4                 4.2        3.1         0.9         1.2         0.1
     Income property
       Multi-family                  1.7        5.2         0.9         4.7         3.3
       Commercial Real Estate        0.2        0.5         0.7         6.5         0.5
                                --------    --------   ---------    --------    -------
     Total income property           1.9        5.7         1.6        11.2         3.8
                                --------    --------   ---------    --------    -------
  Total real estate loan             6.1        8.8         2.5        12.4         3.9
  Commercial banking                 --         --          2.1         0.3         0.1
  Consumer                           1.5        1.2         1.1         1.7         2.8
                                --------    --------   ---------    --------    -------
          Total recoveries           7.6       10.0         5.7        14.4         6.8
                                --------    --------   ---------    --------    -------
          Total net charge-offs   $(49.8)    $(62.4)    $(117.6)    $(226.1)    $(134.8)
                                  ======     ======     =======     =======     =======

</TABLE>


                                    Page 68

<PAGE>



REAL ESTATE HELD FOR SALE

     Real estate owned ("REO") results when property collateralizing a loan is
foreclosed upon, or otherwise acquired in satisfaction of the loan. California
Federal recorded its investment in REO at the lower of (i) appraised value
less expected disposition cost or (ii) the historical cost basis of the REO.

     At December 31, 1995, California Federal's principal real estate
investment was a 97 unit, luxury high-rise condominium project in Los Angeles.
The condominium project had 31 unsold units at December 31, 1995 and a net
book value of $27.3 million. During 1996, California Federal sold the
condominium project. No profit or loss resulted from the sale.

     The following table presents the composition of real estate held for
sale, net of allowances, at the dates indicated:


                                           Year end December 31,
                                ---------------------------------------------
Property Type                          1996         1995           1994
-------------                          ----         ----           ----
                                                 (in millions)
Residential 1-4                        $11.3        $47.3            $58.6
Multi-family                             1.2          1.5              5.1
Office buildings                         0.1          0.3              5.6
Hotels                                   --           --               6.1
Other                                   0.3           0.4              2.5
                                       -----        -----            -----
                                       $12.9        $49.5            $77.9
                                       =====        =====            =====

REO                                    $11.4        $22.2            $39.1
Real estate held for investment          1.5         27.3             38.8
                                       -----        -----            -----
                                       $12.9        $49.5            $77.9
                                       =====        =====            =====

     The following table shows the detail of California Federal's net real
estate held for sale by state at the dates indicated:


                                                  December 31,
                           ------------------------------------------------
                                     1996            1995            1994
                                     ----            ----            ----
                                                  (in millions)
California                           $12.4          $47.7           $70.9
Florida                                0.3            1.2             0.7
Alabama                                --             0.1             6.1
Other                                  0.2            0.5             0.2
                                     -----          -----           -----
                                     $12.9          $49.5           $77.9
                                     =====          =====           ===== 

     The decline in the level of real estate held for sale during 1996
resulted primarily from the sale of the condominium project. The decline since
1994 also reflects the effect of the 1994 Bulk Sales which eliminated $419.2
million of non-performing loans and $822.1 million of performing loans with
high risk characteristics. The sale of these loans in 1994 resulted in a
decline in delinquencies and foreclosures and consequently a lower level of
REO. See "Management's Discussion and Analysis of Results of Operations and
Financial Condition--California Federal--Other Expenses--Operations of Real
Estate Held for Sale" for additional information on real estate held for sale.


                                    Page 69

<PAGE>



INVESTMENT ACTIVITIES

     Securities

     California Federal's securities were comprised of: (i) short-term liquid
investments, which principally consisted of federal funds sold and
certificates of deposit, (ii) securities purchased under agreements to resell
("repurchase agreements"), (iii) securities available for sale, which
consisted primarily of U.S. Treasury securities, and (iv) securities held to
maturity, which principally consisted of mortgage-backed securities. These
securities provided flexibility and risk diversification beyond real estate
secured assets. Additionally, California Federal was required by federal
regulations to maintain a specified minimum amount of liquid assets.
California Federal maintained liquidity at a level to assure adequate funds,
taking into account anticipated cash flows and available sources of credit, to
afford future flexibility to meet deposit withdrawal requests and loan
commitments or to make other investments. California Federal consistently
maintained its liquidity ratio above that required by federal regulations.

     Short-Term Liquid Investments

     Federal Funds Sold. Federal funds sold were invested with various members
of the Federal Reserve System to maintain short-term liquidity needs. The
amount of short-term liquid assets held by California Federal at any point in
time was a function of many factors, including liquidity requirements,
projected cash requirements and actual cash flows.

     The following table presents California Federal's investment in
short-term liquid investments at the dates indicated:

<TABLE>
<CAPTION>

                                                                  December 31,
                                    ------------------------ ----------------------- ------------------------
                                              1996                    1995                     1994
                                    ------------------------ ----------------------- ------------------------
                                       Amount       Yield      Amount       Yield      Amount       Yield
                                       ------       ------     ------       ------     ------       -----
                                                              (dollars in millions)
<S>                                         <C>           <C>       <C>           <C>      <C>             <C>  
Fed funds sold and commercial paper         $69.0         6.08%     $70.0         5.80%    $330.0          6.28%
Certificates of deposit                       --          --          4.1         5.19        3.8          3.18
                                           ------                  ------                  ------
                                            $69.0         6.08%     $74.1         5.77%    $333.8          6.25%
                                            =====                  ======                  ======
</TABLE>

    Please see the Notes to California Federal's Consolidated Financial
Statements for further information on short-term liquid investments.

     Securities Purchased Under Agreements to Resell

     California Federal invested in repurchase agreements to maximize its
yield on liquid assets. California Federal obtained collateral for repurchase
agreements, which normally consisted of U.S. Treasury securities or
mortgage-backed securities guaranteed by agencies of the U.S. government. The
duration of repurchase agreements was typically 30 days or less during which
the collateral consisting of U.S. Treasury securities or mortgage-backed
securities was held by a third party trustee for California Federal. At
December 31, 1996, California Federal held $1.3 billion of repurchase
agreements as compared to $1.7 billion and $48.2 million at December 31, 1995
and 1994, respectively. The yield on such securities was 6.72%, 6.01% and
5.70% at December 31, 1996, 1995 and 1994, respectively.


                                    Page 70

<PAGE>



     The following table presents California Federal's repurchase agreements
at the dates indicated:

<TABLE>
<CAPTION>

                                                         December 31,
                           ----------------------- ------------------------ -----------------------
                                    1996                     1995                    1994
                           ----------------------- ------------------------ -----------------------
                                 Amount   Yield          Amount    Yield          Amount   Yield
                                 -----    -----          -----     -----          -----    -----
                                                    (dollars in millions)
<S>                            <C>             <C>     <C>              <C>       <C>        <C>
Investment period:
  7 days or less                $1,310.1     6.72%       $1,097.5     6.04%      $48.2      5.70%
  8-30 days                            --    --             577.1     5.95         --       --
                                ---------                --------                -----
                                $1,310.1     6.72%       $1,674.6     6.01%      $48.2      5.70%
                                ========                 ========                =====
</TABLE>
                                                    
     The following table presents California Federal's recorded investment in
assets pledged as collateral for repurchase agreements at the dates indicated:
<TABLE>
<CAPTION>


                                                  December 31,
                             -------------------------------------------------------
                                1996                  1995                   1994
                             ----------           -----------            ------------
                                                  (in millions)
<S>                           <C>                  <C>                          <C>  
  U.S. Treasury securities    $     51.6           $          --                $48.3
  Mortgage-backed securities     1,289.6                1,704.4                   --
                               ---------              ---------                ------
                                $1,341.2               $1,704.4                 $48.3
                                ========               ========                 =====
</TABLE>

     Please see the Notes to California Federal's Consolidated Financial
Statements for further information on repurchase agreements.

     Securities Available for Sale

     California Federal's securities available for sale consisted of U.S.
Treasury securities.

     The carrying values and market values of securities available for sale at
December 31, 1996 are as follows:

<TABLE>
<CAPTION>

                                                                                     Weighted
                                               Historical     Carrying      Market    Average
                                                  Cost        Value        Value       Rate
                                                  ----        -----       -------      ----
                                                            (dollars in millions)
<S>                                            <C>           <C>         <C>          <C>   
U.S. Treasury securities:
  Maturing after 1 year but within 5 years       $6.0         $6.0        $6.0          6.13%
                                                 ====         ====        ====
</TABLE>

     The carrying values and market values of securities available for sale at
December 31, 1995 were as follows:


<TABLE>
<CAPTION>

                                                          Carrying     Market
                                                           Value        Value     Weighted
                                            Historical    Carrying     Market      Average
                                               Cost        Value        Value        Rate
                                               ----       --------     -------       -----
                                                         (dollars in millions)
<S>                                           <C>          <C>         <C>            <C>   
U.S. Treasury securities:
  Maturing within 1 year                       $150.0       $149.9      $149.9          4.00%
  Maturing after 1 year but within 5 years       50.3         50.4        50.4          7.46
                                              --------     --------    --------        
                                               $200.3       $200.3      $200.3          4.87%
                                               ======       ======      ====== 

</TABLE>


                                    Page 71

<PAGE>



     The carrying values and market values of securities available for sale at
December 31, 1994 were as follows:

<TABLE>
<CAPTION>

                                                                                  Weighted
                                                          Carrying     Market      Average
                                                           Value        Value        Rate
                                                          Carrying
                                            Historical     Value       Market      Average
                                               Cost         Value       Value        Rate
                                               ----         -----       -----        ----
                                                         (dollars in millions)
<S>                                          <C>         <C>        <C>            <C>    
U.S. Treasury securities:
  Maturing within 1 year                     $1,001.2    $   997.5   $   997.5      4.64%
  Maturing after 1 year but within 5 years      749.5        734.0       734.0      6.19
                                           ----------   ----------  ----------
                                             $1,750.7     $1,731.5    $1,731.5      5.30%
                                             ========     ========    ========
</TABLE>


     California Federal did not hold marketable equity securities at December
31, 1996, 1995 or 1994. See the Notes to California Federal's Consolidated
Financial Statements for further information on California Federal's portfolio
of debt and equity securities.

     Securities Held to Maturity

     California Federal invested only in mortgage-backed securities and
corporate debt securities which were rated in one of the highest four grades
by nationally recognized rating organizations. These securities may have been
used as collateral for California Federal's borrowing requirements.

     The following table presents California Federal's portfolio of securities
held to maturity at the dates indicated:

<TABLE>
<CAPTION>

                                                              December 31,
                              -----------------------------------------------------------------------------
                                        1996                      1995                      1994
                                       ------                    ------                    -----
                                     Amount    Yield           Amount    Yield          Amount    Yield
                                     ------    ------         -------    -----          ------    -----
                                                          (dollars in millions)
<S>                                 <C>          <C>          <C>         <C>          <C>           <C>  
Mortgage-backed securities          $1,963.9     6.82%        $2,366.7    6.93%        $2,513.7      6.08%
Corporate obligations                    --         --            --      --               11.4      9.37
                                    --------                  --------                 --------
                                    $1,963.9     6.82%        $2,366.7    6.93%        $2,525.1      6.09%
                                    ========                  ========                 ========
</TABLE>
                                                                               
     California Federal invested primarily in mortgage-backed securities
issued by agencies of the United States. These investments were made by either
purchasing such securities or obtaining them by exchanging pools of mortgage
loans originated or purchased by California Federal for the securities
("securitized loans"). California Federal invested in mortgage-backed
securities primarily to provide a source of collateral in support of
California Federal's funding activities and to strengthen California Federal's
regulatory capital position.

     Summarized below are the carrying values of mortgage-backed securities,
net of discounts, at the dates indicated:
<TABLE>
<CAPTION>


                                                               December 31,
                                                   -------------------------------------
                                                       1996         1995        1994
                                                               (in millions)
<S>                                                     <C>          <C>         <C>     
FNMA                                                    $1,038.2     $1,192.7    $1,359.5
California Federal AA-rated mortgage pass-through
  securities                                               623.9        802.3       787.1
Other                                                      301.8        371.7       367.1
                                                        --------     --------    --------
Total mortgage-backed securities                        $1,963.9     $2,366.7    $2,513.7
                                                        ========     ========    ========
</TABLE>

     See "Management's Discussion and Analysis of Results of Operations and
Financial Condition--California Federal" and Note 1 to California Federal's
Consolidated Financial Statements for further information.


                                    Page 72

<PAGE>



SOURCES OF FUNDS

     In addition to funds generated from loan payments and payoffs and from
the sale of loans and securities available for sale, California Federal
derived funds from deposits, Federal Home Loan Bank of San Francisco ("FHLB")
advances, securities sold under agreements to repurchase, and other short-term
and long-term borrowings. Please refer to "Management's Discussion and
Analysis of Results of Operations and Financial Condition--California Federal"
for further information.

     Deposits

     The largest source of funds for California Federal was retail deposits.
California Federal primarily obtained its deposits through a network of its
full service branches located in California and Nevada. Deposits were a cost
effective source of funds and provided a customer base for other products and
services offered by California Federal. California Federal had several types
of deposit accounts designed to attract both short-term and long-term
deposits. The following table sets forth the weighted average interest rates
and the amounts of deposits for California Federal at the dates indicated:

<TABLE>
<CAPTION>

                                           Weighted Average Rate
                                              at December 31,                    Balance at December 31,
                                     -------------------------------   --------------------------------------
                                       1996        1995       1994       1996           1995          1994
                                       ----        ----       ----       ----           ----          ----
                                                                (in millions)
<S>                                 <C>          <C>          <C>       <C>           <C>           <C>
No minimum term-checking:
  Money market                        1.18%       1.24%       1.24%      $  677.2      $   764.2     $   850.1
Noninterest-bearing commercial        --          --          --            324.7          216.9         184.9
No minimum term-savings:                                                
  Passbook Accounts                   2.21        2.22        2.22          424.1          509.7         578.2
  Money market savings                3.77        3.52        3.15        1,395.1        1,244.2       1,271.0
Certificate Accounts                                               
  Original term:
     Less than 3 months               4.42        4.18        3.10           98.5          150.0         108.3
     3 months to 6 months             5.09        5.23        4.03          433.7          812.4         562.7
     7 months to 12 months            5.44        5.70        4.97        3,116.5        1,882.9       2,559.6
     13 months to 24 months           5.91        6.22        4.67        1,934.8        3,263.6       1,550.6
     25 months to 36 months           5.89        5.52        5.37           61.8           72.3          76.4
     37 months to 48 months           5.61        6.16        6.60           21.1           51.5          82.1
     49 months to 60 months           6.14        6.37        6.78          162.2          197.6         221.5
     Over 60 months                   7.08        7.24        7.33          269.0          311.4         315.5
                                     -----        ----        -----     ---------     ----------      --------
                                      4.64%       4.87%       4.02%      $8,918.7       $9,476.7      $8,360.9
                                      ====        ====        ====      =========       ========      ========

</TABLE>


                                    Page 73

<PAGE>



     The following table provides additional deposit information at December
31, 1996, 1995 and 1994:


                                                       At December 31,
                                         -------------------------------------
                                           1996          1995           1994
                                                     (in millions)
Passbook Accounts                          $   424.1   $   509.7     $   578.2
Money Market Accounts                        2,072.3     2,008.4       2,121.1
Noninterest-bearing Commercial Accounts        324.7       216.9         184.9
                                           ---------   ---------     ---------
                                             2,821.1     2,735.0       2,884.2
                                           ---------   ---------     ---------
Certificate Accounts:
  2.00% to 2.99%                                10.6        16.5          28.9
  3.00% to 3.99%                                 3.9        22.5         861.0
  4.00% to 4.99%                               146.0       208.2       2,352.4
  5.00% to 5.99%                             5,123.1     2,545.3       1,605.3
  6.00% to 6.99%                               538.3     3,630.4         296.9
  7.00% to 7.99%                               274.6       293.0         322.9
  8.00% to 8.99%                                 1.1        23.3           3.4
  9.00% to 9.99%                                 --          2.5           4.6
  10.00% to 11.99%                                 --        --            1.3
                                           ---------   ---------     ---------
     Total Certificate Accounts              6,097.6     6,741.7       5,476.7
                                           ---------   ---------     ---------
                                            $8,918.7    $9,476.7      $8,360.9
                                            ========   =========     ======== 
     At December 31, 1996, deposits of California Federal had the following
remaining contractual maturities:

<TABLE>
<CAPTION>


                                                   Over 3      Over 6      Over 12      Over 24                 Total
                                                   Months      Months      Months       Months
                                                     But         But         But          But
                                       3 Months   Within 6    Within 12   Within 24    Within 36   Over 36
                                       or Less     Months      Months      Months       Months      Months      Total
                                       -------    -------      -------    -------       -------     ------      -----
                                                                         (in millions)
<S>                                     <C>        <C>           <C>        <C>           <C>       <C>        <C>      
Passbook Accounts                       $  424.1   $      --     $    --    $     --      $   --    $     --   $   424.1
Money Market and Noninterest-
  bearing Commercial Accounts            2,397.0          --          --          --           --         --     2,397.0
Certificate Accounts:
  2.00% to 2.99%                            10.6          --          --          --           --         --        10.6
  3.00% to 3.99%                             3.9          --          --          --           --         --         3.9
  4.00% to 4.99%                            65.6        62.5         7.6         5.1          3.0        2.2       146.0
  5.00% to 5.99%                         1,659.7     1,089.0       146.5     1,759.0        346.5      122.4     5,123.1
  6.00% to 6.99%                           114.0        96.0       224.2        83.6          6.8       13.7       538.3
  7.00% to 7.99%                            58.2        49.0       114.3        42.6          3.5        7.0       274.6
  8.00% to 8.99%                             0.2         0.2         0.1         0.3          0.3         --         1.1
                                      ----------    ---------  --------- ------------   --------- ------------  ---------
    Total Certificate Accounts           1,912.2     1,296.7       492.7     1,890.6        360.1     145. 3     6,097.6
                                      ----------    ---------  --------- ------------   --------- ------------  ---------
                                        $4,733.3    $1,296.7      $492.7    $1,890.6       $360.1     $145.3    $8,918.7
                                       =========    ========    ========    ========       ======     ======    ========

</TABLE>


                                    Page 74

<PAGE>



     Jumbo certificates and other deposit accounts with balances of $100,000
or greater included in the above table had the following remaining contractual
maturities:


                                                 December 31,
                                       --------------------------------------
                                           1996             1995         1994
                                           ----             ----         -----
                                                        (in millions)
3 months or less                       $   862.3         $  789.5     $  681.1

Over 3 months but within 6 months          255.1            247.2        132.6
Over 6 months but within 12 months         458.9            369.9        249.3
Over 12 months                              67.4            112.2         70.1
                                        --------         --------     --------
                                        $1,643.7         $1,518.8     $1,133.1
                                        ========         ========     ========


     The decline in California Federal's deposits from December 31, 1995 to
1996 was due primarily to the sale of six branches located in San Diego County
during the second quarter of 1996 with deposits totaling approximately $380
million. The sale of the branches resulted in a net gain of $12.0 million. The
increase in deposits during 1995 was due to (i) an increase in term deposits
offered through California Federal's retail branches, (ii) the acquisition of
three branches and $138.6 million of deposits from Pacific Heritage Bank and
six branches and $359.4 million of deposits from Continental Savings of
America and (iii) the use of brokers to obtain deposits. Subject to certain
regulatory limitations, deposits can be gathered through brokers, generally
the nation's largest investment banking firms. California Federal had $254.8
million of Brokered Deposits at December 31, 1996. At December 31, 1996, all
Brokered Deposits were from individual investors. Total Brokered Deposits
constituted 2.86% of total deposits at December 31, 1996. California Federal
had $273.8 million of Brokered Deposits at December 31, 1995 and none at
December 31, 1994.

     Borrowings

     California Federal utilized a variety of borrowing sources as an
alternative source of funds. These sources included FHLB advances, securities
sold under agreements to repurchase ("reverse repurchase agreements"), federal
funds purchased, convertible subordinated debentures and various other
sources.

     Federal Home Loan Bank Advances. California Federal borrowed funds from
the FHLB from time to time, pledging mortgage-backed securities, the capital
stock of the FHLB and certain of its mortgage loans and treasury notes. Such
borrowings may have been obtained pursuant to several different credit
programs, and each credit program had its own rate and range of maturities up
to a maximum of 10 years for both fixed and variable rate advances. Prepayment
fees were charged on advances if paid prior to maturity. During 1994, FHLB
advances were utilized as a primary source of funds for the sale of branches
in the Southeast Division.

    The following table presents California Federal's FHLB advances at the
dates indicated:
<TABLE>
<CAPTION>


                                                         December 31,
                         ------------------------ -------------------------- ------------------------
                                   1996                      1995                      1994
                                   ----                      ----                      ----
                            Amount       Rate        Amount         Rate        Amount        Rate
                            ------       ----        ------         ----        ------        ----
                                                 (dollars in millions)
<S>                           <C>           <C>     <C>             <C>      <C>             <C>  
Maturing in one year          $3,100.0      5.00%   $   880.0       6.16%    $2,015.0        6.21%
Maturing in two years              --         --      1,780.0       5.98        500.0        6.36
Maturing in three years           11.0      9.71           --         --           --          --
Maturing in four years              --        --         11.0       9.71           --          --
Maturing in five years              --        --           --         --         11.0        9.71
                              --------     -----     --------      -----     --------       -----
                              $3,111.0      5.67%    $2,671.0       6.06%    $2,526.0        6.25%
                              ========               ========                ========

</TABLE>

    California Federal's FHLB advances were collateralized by loans and
mortgage-backed securities totalling $4.3 billion, $3.6 billion, and $3.7
billion at December 31, 1996, 1995, and 1994, respectively.

                                    Page 75

<PAGE>




     Securities Sold under Agreements to Repurchase. California Federal
entered into reverse repurchase agreements whereby it sold marketable U.S.
government securities, federal agency securities, or mortgage-backed
securities with a simultaneous commitment to repurchase the same securities at
a specified price at a specified later date. Reverse repurchase agreements
were typically short-term (1 day to 30 days) at a fixed-rate and long-term (up
to 3 years) at a variable rate. Securities sold under agreements to repurchase
were subject to risks relating to the financial strength of the counterparty
to the transaction, the nature of the lien against the securities subject to
the transaction and the disparity between the book value of the securities
sold and the amount of funds obtained. California Federal dealt only with
national investment banking firms and major commercial banks which were
primary dealers in U.S. government securities and had set limits on the
amounts and terms of borrowings from any single institution.

     The following table presents California Federal's reverse repurchase
agreements at the dates indicated:

<TABLE>
<CAPTION>

                                                          December 31,
                              ----------------------------------------------------------------------
                                       1996                   1995                    1994
                                      ------                 ------                  -----
                                Amount       Rate       Amount       Rate      Amount       Rate
                                ------       ----       ------       ----      ------       ----
                                                      (dollars in millions)
<C>                                <C>          <C>       <C>         <C>       <C>              <C>  
1 day to 30 days                    $678.4        7.18%    $   --      --%     $1,026.2         5.67%
Over 30 days to one year             300.0        6.02       857.3    5.56        724.8         6.15
                                   -------                 -------             --------
                                    $978.4        6.83%     $857.3    5.56%    $1,751.0         5.87%
                                    ======                  ======             ========
</TABLE>

     The following table presents the recorded amount of the collateral
pledged to secure California Federal's reverse repurchase agreements at the
dates indicated:


                                                     December 31,
                                          -----------------------------------
                                           1996            1995          1994
                                           ----
                                                 (in millions)
Securities                                $   --         $   --      $  692.6
Mortgage-backed securities                 975.7           908.9       1,080.3
                                         -------         -------      --------
                                          $975.7          $908.9      $1,772.9
                                          ======          ======      ========
Market value of the collateral            $977.8          $907.5      $1,783.5
                                          ======          ======      ========

     Student Loan Marketing Association ("SLMA") Advances. California Federal
had a SLMA advance outstanding for a total of $200.0 million at December 31,
1995 which matured on September 18, 1996. The SLMA advance bore interest based
upon the three month LIBOR and repriced quarterly. The advance was secured by
mortgage-backed securities and government securities.

     Senior Subordinated Note. California Federal has outstanding a $50.0
million, 10.668% unsecured senior subordinated note which matures on December
22, 1998. Events of Default under the indenture governing the notes include,
among other things: (i) failure to make any payment of principal when due;
(ii) any failure to make any payment of interest when due and such payment is
not made within 10 days after the date such payment was due; (iii) failure to
comply with certain covenants in the note agreement provided that such failure
continues for more than 60 days after notice is delivered to California
Federal; (iv) the default or any event which, with the giving of notice or
lapse of time or both, would constitute a default under any indebtedness of
California Federal and cause such indebtedness with an aggregate principal
amount exceeding $15 million to accelerate; and (v) certain events of
bankruptcy, insolvency or reorganization of California Federal.

     Subordinated Debentures. On December 16, 1992, California Federal issued
$13.6 million of 10.0% unsecured subordinated debentures due 2003. During 1996
and 1995, California Federal repurchased $0.6 million and $8.7 million,
respectively, of such subordinated debentures, leaving $4.3 million
outstanding at December 31, 1996. Events of Default under the indenture
governing the notes include, among other things: (i) failure to make any
payment of principal when due; (ii) any failure to make any payment of
interest when due and such payment is not made within 30 days after the date
such payment was due; (iii) failure to comply with certain covenants in the
indenture; (iv) failure to

                                    Page 76

<PAGE>



comply with certain covenants in the indenture provided that such failure
continues for more than 60 days after notice is delivered to California
Federal; (v) certain events of bankruptcy, insolvency or reorganizations of
California Federal; or (vi) the default or any event which, with the giving of
notice or lapse of time or both, would constitute a default under any
indebtedness of California Federal and cause such indebtedness with an
aggregate principal amount exceeding $15 million to accelerate.

     Convertible Subordinated Debentures. In 1986, CalFed Inc., California
Federal's former parent company, issued $125 million of 6.5% convertible
subordinated debentures due February 20, 2001 (the "Debentures"). As a result
of a corporate restructuring in December 1992, CalFed Inc. was merged with and
into XCF Acceptance Corporation ("XCF"), a subsidiary of California Federal.
The Debentures are unsecured obligations of XCF and, effective January 1,
1996, were convertible into the common stock of Cal Fed Bancorp Inc. at a
conversion price of $143.95. The Debentures are redeemable at the option of
the holders on February 20, 2000, at 123% of their principal amount. At
December 31, 1996, $2.7 million of the Debentures were outstanding. Due to the
purchase of all Bancorp stock by FN Holdings on January 3, 1997, the common
stock conversion feature has been eliminated. Events of Default under the
indenture governing the notes include, among other things: (i) any failure to
make any payment of interest when due and such payment is not made within 30
days after the date such payment was due; (ii) failure to make any payment of
principal when due; (iii) default in the performance, or breach, of any
covenant or warranty in the indenture, provided that such default or breach
continues for more than 60 days after notice is delivered to California
Federal; or (iv) certain events of bankruptcy, insolvency or reorganization of
California Federal or its subsidiaries.

     Cal Fed Preferred Stock. The Bank has outstanding 1,725,000 shares of
10-5/8% Cal Fed Preferred Stock. The Cal Fed Preferred Stock has a stated
liquidation value of $100 per share, plus declared and unpaid dividends, if
any, without interest. Cash dividends are noncumulative and are payable at an
annual rate of 10-5/8% per share if, when and as declared by the Board of
Directors of the Bank.

     The Cal Fed Preferred Stock will rank prior to the Bank's Common Stock,
and to all other classes and series of equity securities subsequently issued,
other than any class or series expressly designated as being in a parity with
or senior to the Cal Fed Preferred Stock as to dividends and liquidating
distributions. The Cal Fed Preferred Stock ranks on a parity with the
Preferred Stock as to dividends and liquidating distributions.

     The terms of the Cal Fed Preferred Stock provide that the Bank may not
declare or pay any full dividends with respect to any parity stock, such as
the Preferred stock, unless and until the Bank has paid full dividends on the
Cal Fed Preferred Stock for the most recent dividend period.

     The terms of the Cal Fed Preferred Stock provide that the Bank may not
declare or pay any dividends or other distributions (other than in shares of
common stock of the Bank or other Junior Stock (as defined therein)) with
respect to any Junior Stock (as defined therein) or repurchase, redeem or
otherwise acquire, or set apart funds for the repurchase, redemption or other
acquisition of, any Junior Stock (as defined therein) through a sinking fund
or otherwise, unless and until: (i) the Bank has paid full dividends on the
Cal Fed Preferred Stock for the four most recent dividend periods, or funds
have been paid over to the dividend disbursing agent of the Bank for payment
of such dividends, and (ii) the Bank has declared a cash dividend on the Cal
Fed Preferred Stock at the annual dividend rate for the current dividend
period, and sufficient funds have been paid over to the dividend disbursing
agent of the Bank for the payment of a cash dividend for such current period.

     Holders of the Cal Fed Preferred Stock have no voting rights, except as
required by law or in certain limited circumstances.

     Except in the event of a change of control, the Cal Fed Preferred Stock
is not redeemable prior to April 1, 1999. The Cal Fed Preferred Stock is
redeemable solely at the option of the Bank or its successor or any acquiring
or resulting entity with respect to the Bank (including by any parent or
subsidiary of the Bank, any such successor or any such acquiring or resulting
entity), as applicable, at any time on or after April 1, 1999, in whole or in
part, at $105.313 per share on or after April 1, 1999 and prior to April 1,
2000, and at prices decreasing pro rata annually thereafter to a stated
liquidation value of $100 per share on or after April 1, 2003, plus declared
and unpaid dividends, if any, without interest.

                                    Page 77

<PAGE>



As a result of the change of control in the Cal Fed Acquisition, the Cal Fed
Preferred Stock is redeemable on or prior to April 1, 1999 at the option of
the Bank or its successor or any acquiring or resulting entity with respect to
the Bank (including by any parent or subsidiary of the Bank, any such
successor, or any such acquiring or resulting entity), as applicable, in whole
but not in part, at a price per share equal to $114.50, plus an amount equal
to declared and unpaid dividends (whether or not declared) from the date of
consummation of the change of control to the date fixed for redemption,
without interest.

     Other Borrowings. Other borrowings include medium-term notes and other
miscellaneous borrowings, some of which are collaterized by mortgage-backed
securities, mortgage loans and real estate held for investment.

     The following table provides additional information on all significant
borrowed funds. Please refer to the consolidated financial statements for
additional information on California Federal's borrowings.

<TABLE>
<CAPTION>

                                                                     1996          1995            1994
                                                                     ----          ----            ----
                                                                            (dollars in millions)
<S>                                                            <C>             <C>            <C> 
FHLB Advances:
  Balance at year end                                             $3,111.0      $2,671.0        $2,526.0
  Average amount outstanding                                       2,908.7       2,452.9         1,654.6
  Maximum amount outstanding at any month end                      3,261.0       2,671.0         2,576.0
  Average interest rate for the year                                  5.69%         6.28%           5.05%
  Average interest rate on year end balance                           5.67%         6.06%           6.25%

Securities Sold under Agreements to Repurchase:
  Balance at year end                                             $  978.4      $  857.3        $1,751.0
  Average amount outstanding                                       1,042.7       1,098.9         1,493.0
  Maximum amount outstanding at any month end                      1,063.4       1,336.8         1,751.0
  Average interest rate for the year                                  5.40%         5.91%           4.52%
  Average interest rate on year end balance                           6.83%         5.56%           5.87%

SLMA Advances:
  Balance at year end                                             $    --       $  200.0         $ 475.0
  Average amount outstanding                                         142.8         462.1           357.8
  Maximum amount outstanding at any month end                        200.0         475.0           475.0
  Average interest rate for the year                                  5.74%         6.27%           4.62%
  Average interest rate on year end balance                             --          5.86%           6.43%

Subordinated Debentures:
  Balance at year end                                              $  57.0      $   57.6         $  66.5
  Average amount outstanding                                          56.8          60.0            66.6
  Maximum amount outstanding at any month end                         57.0          66.5            66.6
  Average interest rate for the year                                 10.52%        10.41%          10.36%
  Average interest rate on year end balance                          10.43%        10.43%          10.36%
</TABLE>

COMPETITION

     California Federal experienced intense competition in both attracting and
retaining deposits and in originating real estate and consumer loans. The
competition for deposits came from other savings institutions, commercial
banks, credit unions, thrift and loan associations, issuers of corporate
securities, money market mutual funds and the U.S. Treasury. Competition for
deposits from large savings institutions and commercial banks was particularly
strong. Most of the nation's largest savings institutions and many large
commercial banks were headquartered or had a significant number of offices in
the same areas in which California Federal operated. In addition to offering
competitive interest rates, the principal methods used to attract deposits
included the variety of services offered, the quality of service rendered, the
perceived level of financial strength of the institution, the convenience of
office locations and the hours of service.

                                    Page 78

<PAGE>



     Competition in originating real estate and consumer loans came
principally from other savings institutions, commercial banks, mortgage
banking companies, insurance companies, consumer finance companies and
commercial finance companies. The primary factors in competing for loans were
interest rates, interest rate caps, rate adjustment provisions, loan
maturities, loan fees and the quality and extent of service to borrowers and
brokers.

SUBSIDIARIES

     At December 31, 1996, California Federal was permitted by applicable OTS
regulations to invest up to approximately $757 million of its assets in
subsidiary ("service") corporations. As of that date, California Federal had
invested approximately $317 million (primarily equity and loans) in
subsidiaries. The principal business activities of California Federal
conducted through such subsidiaries included real estate and financial
activities.

     Real Estate Activities. California Federal, principally through two of
its subsidiaries, Cal Fed Enterprises ("CFE") and California Communities, Inc.
("CCI"), previously had investments in residential developments and commercial
and industrial developments. CCI is an inactive single-family residential
developer which currently does not own any real estate investments. CFE is
involved in completing the sale of its existing single family developments.

     Other Subsidiaries. In addition to subsidiaries engaged in real estate
activities, California Federal also had subsidiaries that engaged in financial
activities. XCF Acceptance Corporation holds loans which it acquired through
the 1992 merger with CalFed Inc. Prior to the first quarter of 1993, Cal Fed
Credit Inc., ("Cal Fed Credit") was actively involved in the purchase of loans
secured by automobiles and other consumer loans. Since the first quarter of
1993, Cal Fed Credit has not been engaged in acquiring or originating new
loans. The loans of Cal Fed Credit are serviced by a former wholly-owned
subsidiary of XCF. California Federal also had a subsidiary, Cal Fed
Investment Services, that offered alternative investment products to
California Federal's customers on behalf of independent third parties and a
subsidiary, Cal Fed Insurance Agency, which functioned as an insurance agency
offering a variety of insurance products.

EMPLOYEES

     At December 31, 1996, California Federal had approximately 2,100
employees. None of its employees was represented by any collective bargaining
group. California Federal maintained a comprehensive employee benefits program
providing, among other benefits, hospitalization and major medical insurance,
long and short-term disability insurance, life insurance and reduced loan
rates for qualifying employees. Additionally, California Federal had a defined
benefit plan ("retirement income plan"). Effective May 31, 1993 the retirement
income plan was frozen and all accrued benefits were automatically 100%
vested. California Federal also offered qualifying employees the opportunity
to participate in a qualified plan under Section 401(k) of the Internal
Revenue Code.

TAXATION

     California Federal and its subsidiaries were included in a consolidated
federal income tax return and a combined California franchise tax report filed
by Bancorp.

     In connection with the 1992 corporate restructuring (the
"Restructuring"), California Federal and its affiliates underwent a change in
ownership within the meaning of Section 382 of the Internal Revenue Code for
both federal income and California franchise tax purposes. As a consequence,
the post-Restructuring use of pre-Restructuring net operating loss and other
carryforwards to absorb taxable income and reduce tax liability may be
restricted. In addition, such restrictions may also apply to certain losses
recognized and deductions incurred during the five year period following the
Restructuring that were economically accrued as of the Restructuring date.
California Federal did not expect that these restrictions, if applicable,
would have a material adverse effect on the financial condition of California
Federal and its affiliates.

     Savings institutions are generally subject to federal income taxation in
the same manner as other types of corporations. However, for taxable years
beginning before 1996, a savings institution that met certain definitional and
other tests ("qualifying institution") could, unlike most other corporations,
use the reserve (versus specific charge-off)

                                    Page 79

<PAGE>



method to compute its deduction for bad debt losses.

     Under the reserve method, a qualifying institution was generally allowed
to deduct an amount up to the greater of two alternative computations. Under
the "percentage of taxable income method" computation, a qualifying
institution could claim a bad debt deduction computed as a percentage of
taxable income before such deduction. Alternatively, a qualifying institution
could utilize its bad debt loss experience to compute its annual addition to
its bad debt reserves (the "experience method").

     Prior to the enactment of the Tax Reform Act of 1986 ("1986 Act"), many
qualifying institutions, including California Federal, used the percentage of
taxable income method. However, the 1986 Act reduced the maximum percent that
could be deducted under the percentage of taxable income method from 40% to 8%
for tax years beginning after December 31, 1986; thus, many qualifying
institutions, including California Federal, began to use the experience method
beginning in 1987. The amount by which a qualifying institution's actual tax
bad debt reserves exceeded an allowable offset computed under the experience
method ("excess tax bad debt reserves") was, in certain situations involving
the payment of nontaxable dividends or other distributions (including
distribution in dissolution, liquidation or redemption in stock), subject to
recapture and includable in taxable income.

     On August 20, 1996, the Small Business Job Protection Act ("1996 Act")
was enacted into federal law generally effective for tax years beginning after
1995. One provision of the 1996 Act repealed the reserve method for computing
bad debt deductions for large (over $500 million in assets) savings
institutions for taxable years beginning in 1996. Another provision of the
1996 Act provided that beginning no later than 1998, an institution must
recapture into taxable income over six years the amount of "applicable excess
reserves." An institution's applicable excess reserves is generally the
institution's aggregate tax bad debt reserves at the end of 1995 over the
amount of its "adjusted base year reserves." For taxable years subsequent to
1987, an institution's adjusted base year reserves are generally the aggregate
of its qualifying, nonqualifying and supplemental tax bad debt reserves at
December 31, 1987, the first two of which being proportionately decreased for
any reductions in the institution's loan portfolio since such date to December
31, 1995. The 1996 Act further provided that an institution must recapture its
adjusted base year reserves if the institution no longer qualifies as a "bank"
for federal income tax purposes or if its tax bad debt reserves are used for
the payment of nontaxable dividends or other distribution (including
distributions in dissolution, liquidation or redemption of stock), generally
as such rules existed prior to the 1996 Act other than certain newly adopted
preferred stock exceptions. At December 31, 1996, California Federal had
applicable excess reserves of $71 million and adjusted base year reserves of
$124 million. The enactment of this legislation is not expected to have any
material adverse impact on California Federal's operations or financial
position.

     During 1996 and 1995, California Federal paid taxable dividends of $23.4
million and nontaxable dividends of $25.6 million, respectively, on its Series
A and B preferred stock. In addition, California Federal made a distribution
of its Secondary Litigation Interests of $57.1 million to Bancorp in December
1996 in connection with the merger and during 1995, made a nontaxable
distribution to its common stockholders of the Litigation Interests of $22.4
million. However, since California Federal did not have 1995 excess tax bad
debt reserves, the 1995 nontaxable distributions did not result in recapture
and the inclusion of any of California Federal's tax bad debt reserves in
taxable income.

     For California franchise tax purposes, savings institutions are taxed as
"financial corporations." Financial corporations are taxed at the general
corporate franchise tax rate plus an "in lieu" rate based on their statutory
exemption from local business and personal property taxes. California has not
adopted conforming federal tax law changes to the computation of the bad debt
deduction.

     California Federal was also subject to taxation in certain other states
in which it operated, primarily as a result of California Federal's 1982 and
subsequent acquisitions.

     See the Notes to California Federal's Consolidated Financial Statements
for a further discussion of other income tax matters affecting California
Federal.


                                    Page 80

<PAGE>



ITEM 2.  PROPERTIES

     First Nationwide (Parent) Holdings

     The Company neither owns nor leases any properties directly. The
executive offices of the Bank are located at 135 Main Street, San Francisco,
California 94105, and its telephone number is (415) 904-0100. The Bank leases
approximately 99,000 square feet of space in the building in which its
executive offices are located under a 10 year lease expiring in 2001. In
addition, the Bank leases approximately 288,000 square feet in a
multiple-building administrative facility in West Sacramento, California under
a ten-year lease expiring in 2001. The Bank leases additional administrative
office space in Dallas, Texas which includes approximately 41,000 square feet
of space under a lease expiring 1999. In connection with the move of FNMC's
servicing operation to Maryland, one of these four Sacramento buildings,
containing approximately 72,000 square feet, was vacated. Management executed
a lease buyout on the vacated space during 1996.

     At December 31, 1996, First Nationwide operated a total of 116 retail
branches and maintained one vacant branch facility which was consolidated as a
result of the Sonoma Purchase. Of those, 36 are owned and 80 are leased. Some
of these retail branches are multi-purpose facilities, housing loan production
and administrative facilities as well. In addition to the branch locations, at
December 31, 1996, there were 22 separate loan production offices, all of
which were leased and seven of which were vacant, and 24 separate
administrative facilities (2 owned and 22 leased). The administrative
facilities include a 220,000 square foot building owned in Frederick,
Maryland, which houses most of FNMC's operations. A state-by-state breakdown
of all retail branches, administrative offices, and loan production offices at
December 31, 1996 is shown in the following table:

                                     Administrative           Loan Production
                    Branches           Facilities               Facilities
                --------------     -----------------     --------------------
                Owned   Leased     Owned      Leased     Owned        Leased
                -----   ------     -----      ------     -----        ------
Arizona           --       --       --           1        --            2
California        27       62        1           11       --            8
Florida            6       18       --            2       --            2
Georgia           --       --       --           --       --            1
Illinois          --       --       --            2       --            1
Maryland          --       --        1            2       --            1
Minnesota         --       --       --           --       --            1
Montana           --       --       --            1       --           --
New York          --       --       --            1       --           --
Oklahoma          --       --       --            1       --           --
Pennsylvania      --       --       --           --       --            2
Texas              3       --       --            1       --            2
Washington        --       --       --           --       --            2
                 ---      ---       --          ---       --          ---
    Total         36       80        2           22       --           22
                  ==       ==        =           ==       ==           ==

     In April 1995, FNMC closed substantially all of its retail mortgage loan
production offices. Costs associated with such closure approximated $2 million
and are included in noninterest expense in the Company's 1995 consolidated
statements of operations. On a continuing basis, the Bank evaluates the
adequacy of its office premises. As a result, surplus office facilities may be
sold or subleased to maintain cost-effective operations and minimize vacant
facilities. The 22 loan production offices at December 31, 1996 include nine
offices housing operations acquired in the LMUSA Purchases, six offices
housing wholesale lending operations, and seven vacant facilities. Of the
seven vacant loan production offices, two have been subleased and management
is currently screening tenants for two of the remaining five.


                                    Page 81

<PAGE>



     California Federal

     California Federal maintained executive offices and an office building of
approximately 513,000 square feet, which office building was leased by
California Federal and located at 5700 Wilshire Boulevard, Los Angeles,
California 90036. The Bank expects to vacate all but approximately 31,000
square feet of this facility during the first half of 1997. The office lease
expires in 2006. At December 31, 1996, California Federal operated full
service branches at 27 owned locations and at 92 leased locations. In
addition, California Federal had certain operating and administrative
departments in a leased facility containing approximately 225,000 square feet
located in Rosemead, California. The Bank expects to vacate the Rosemead
facility during the first half of 1997. The lease expires in 2008. The net
book value of all facilities at December 31, 1996 was $45.7 million.
Expiration dates of California Federal's leased full service branches ranged
from January 1997 to January 2055. California Federal's full service branches
are located principally in California. The following table shows the location
of California Federal's full service branches by state at December 31, 1996:

   Location                               Owned           Leased
   --------                               -----           ------
   California:
       Los Angeles County                  16               41
       Orange County                        3               15
       San Francisco County                 1                5
       Ventura County                       1                5
       Other counties                       5               21
                                          ---               --
            Total California               26               87
   Nevada                                   1                5
                                          ---              ---
                                           27               92
                                           ==               ==


                                    Page 82

<PAGE>




ITEM 3.  LEGAL PROCEEDINGS

     First Nationwide is involved in legal proceedings on claims incidental to
the normal conduct of its business. See also "Business--Parent Holdings
--Other Activities--Cal Fed Contingent Litigation Recovery Participation
Interests." Although it is impossible to predict the outcome of any
outstanding legal proceedings, management believes that such legal proceedings
and claims, individually or in the aggregate, will not have a material effect
on the financial condition or results of operations of Parent Holdings or the
Bank.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.



                                    Page 83

<PAGE>



                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
MATTERS

     Ronald O. Perelman, a Director of the Bank and Chairman of the Board,
Chief Executive Officer and a Director of the Company, 35 East 62nd Street,
New York, New York 10021, through MacAndrews Holdings, beneficially owns all
of the outstanding common stock of Parent Holdings. No other director,
executive officer or other person beneficially owns any shares of common stock
of Parent Holdings.

     MacAndrews & Forbes beneficially owns all shares of the common stock of
Parent Holdings. As a result, MacAndrews & Forbes is able to direct and
control the policies of the Company, First Nationwide and its subsidiaries,
including mergers, sales of assets and similar transactions.

     MacAndrews & Forbes is a diversified holding company with interests in
several industries. Through its 83% ownership of Revlon, Inc. ("Revlon"),
MacAndrews & Forbes is engaged in the cosmetics and skin care, fragrance and
personal care products business. MacAndrews & Forbes owns 83% of The Coleman
Company, Inc. ("Coleman"), which is engaged in the manufacture and marketing
of recreational outdoor products, portable generators, power-washing
equipment, spas and hot tubs, and 65% of Meridian Sports Incorporated
("Meridian Sports"), a manufacturer and marketer of specialized boats and
water sports equipment. Marvel Entertainment Group, Inc. ("Marvel"), a youth
entertainment company, is 80% owned by MacAndrews & Forbes. MacAndrews &
Forbes also is engaged, through its 85% ownership of Mafco Consolidated Group
Inc. ("Mafco Consolidated"), in the manufacture and distribution of cigars and
pipe tobacco, and through its 36% ownership of Power Control Technologies,
Inc. ("PCT"), in the processing of licorice and other flavors. MacAndrews &
Forbes is also in the financial services business through the Bank. The
principal executive offices of MacAndrews & Forbes are located at 35 East 62nd
Street, New York, New York 10021.

     Dividends

     During 1996 and 1995, dividends on Parent Holdings' common stock totalled
$322.7 million and $90.0 million, respectively. No dividends were paid in 1994
on Parent Holdings' common stock. See further discussion of dividend
restrictions in Note 24 to Parent Holdings' audited consolidated financial
statements.




                                    Page 84

<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA

     The data presented below represents selected financial data relative to
Parent Holdings for, and as of the end of, each of the years in the five-year
period ended December 31, 1996.
<TABLE>
<CAPTION>

                                                                       Year Ended December 31,
                                                   ------------------------------------------------------------------
                                                     1996 (1)       1995       1994 (2)     1993 (3)     1992 (4)
                                                     ----           ----       ----         ----         ----
                                                                           (dollars in thousands)
<S>                                            <C>               <C>            <C>           <C>          <C>   
 SELECTED OPERATING DATA
 Interest income                               $1,233,799        $1,075,845     $ 293,139      $95,264     $659,201
 Interest expense                                 848,294           734,815       199,845       74,728      450,240
 Net interest income                              385,505           341,030        93,294       20,536      208,961
 Provision for loan losses                         39,600            37,000         6,226        1,402       16,193
 Noninterest income                               653,378           150,973        41,158      190,876      384,336
 Noninterest expense                              491,736           332,553        96,298       63,392      361,549
 Income before taxes, extraordinary item                 
     and minority interest                        507,547           122,450        31,928      146,618       215,555
          Income tax (benefit) expense (5)        (75,807)          (57,185)        2,558        2,500            --
 Income before extraordinary item                        
     and minority interest                        583,354           179,635        29,370      144,118       215,555
 Extraordinary item: (loss)/gain on early                
     extinguishment of debt, net                   (1,586)            1,967         1,376           --            --
 Net income before minority interest              581,768           181,602        30,746      144,118       215,555
 Minority interest - First Nationwide Preferred          
     Stock dividends                               43,230            34,584            --           --            --
 Minority interest - Hunter's Glen                113,146            24,554         4,259           --            --
 Minority interest - FN Holdings Preferred                
     Stock dividends                                4,815                --            --           --            --
 Net income available to common stockholders      420,577           122,464        26,487      144,118       215,555
                                                         
 SELECTED PERFORMANCE RATIOS                             
 Return on average assets (6)                        3.39%              .83%         .60%        7.84%          2.52%
 Return on average common equity (7)               153.71             35.91        15.86        69.41          58.89
 Average equity to average assets                    1.60              2.32         3.76        11.31           5.73
 Yield on interest-earning assets (8)                7.75              7.71         6.85         5.42           8.32
 Cost of interest-bearing liabilities (9)            5.29              5.35         4.83         4.70           5.73
 Net interest margin (10)                            2.43              2.44         2.18         1.14           2.63
                                                         
 RATIO OF EARNINGS TO COMBINED                           
   FIXED CHARGES AND MINORITY INTEREST (11)              
 Excluding interest on deposits                      1.58 x            1.18x        1.26x        9.59x        10.74x
 Including interest on deposits                      1.34              1.08         1.13         3.02          1.46
</TABLE>
                                                         
                                                         
                                    Page 85

<PAGE>


<TABLE>
<CAPTION>

 
                                                                                   December 31,
                                                       ----------------------------------------------------------------
                                                         1996 (1)       1995       1994 (2)     1993 (3)     1992 (4)
                                                         ----           ----       ----         ----         ----
                                                                             (dollars in thousands)
<S>                                                   <C>          <C>          <C>           <C>         <C>   
     SELECTED FINANCIAL DATA 
     Securities available for sale (12)                $ 542,019   $  348,561   $    45,000    $     --    $       --
     Securities held to maturity (12)(13)                  4,272        1,455       411,859       15,118    2,034,842
     Mortgage-backed securities available
         for sale (12)                                 1,598,652    1,477,514            --          --            --
     Mortgage-backed securities held
         to maturity                                   1,621,662    1,524,488     3,153,812      341,224       77,622
     Loans receivable, net                            10,222,379    8,831,018     9,966,886       29,244      777,265
     Covered assets, net                                      --       39,349       311,603      592,593      839,538
     Total assets                                     16,587,540   14,646,245    14,683,559    1,125,222    8,961,473

     Deposits                                          8,501,883   10,241,628     9,196,656      431,788    7,809,478
     Securities sold under agreements
         to repurchase                                 1,583,387      969,510     1,883,490      119,144       30,647
     Borrowings                                        5,364,894    2,392,862     2,808,979      440,792      597,564
     Total liabilities                                15,802,077   13,883,099    14,029,957    1,012,328    8,488,697
     Minority interest - Bank preferred stock            309,376      300,730       300,730           --           --
     Minority interest - Hunter's Glen                   153,864       58,261        23,205           --           --
     Minority interest - FN Holdings preferred stock     150,792           --            --           --           --
     Stockholder's equity                                171,611      404,155       329,667      112,894      472,776

     REGULATORY CAPITAL RATIOS OF
         FIRST NATIONWIDE
     Tangible capital                                       7.17%        5.84%         5.50%        9.50%        4.59%
     Core capital                                           7.17         5.84          5.50         9.50         5.13
     Risk-based capital: 
         Core capital                                      11.50         9.14         8.86        67.71         15.67
         Total capital                                     13.62        11.34        11.01        68.97         16.24

     SELECTED OTHER DATA
     Number of full service
         customer facilities                                116          160           156            4           162
     Loans serviced for others (14)                 $44,034,194  $27,900,528    $7,475,119     $327,449   $10,156,020
     Approximate number of employees                      3,547        3,619         3,573          317         3,030
     Non-performing assets as a
         % of First Nationwide's total assets              1.37%        1.50%         1.49%         .98%          0.12%
</TABLE>
------------------

       (1)    On January 31, 1996, FNMC consummated the LMUSA 1996 Purchase,
              acquiring a $14.1 billion loan servicing portfolio. On February
              1, 1996, First Nationwide acquired SFFed, with assets at fair
              value totalling approximately $4 billion and liabilities
              (including deposit liabilities) with fair values totalling
              approximately $3.8 billion. During the year ended December 31,
              1996, First Nationwide closed the Branch Sales, with associated
              deposit accounts totalling $4.6 billion. Noninterest income for
              the year ended December 31, 1996 includes pre-tax gains of
              $363.3 million related to the Branch Sales. Noninterest expense
              for the year ended December 31, 1996 includes a pre-tax charge
              of $60.1 million for the Special SAIF Assessment.

       (2)    On October 3, 1994, effective immediately following the close of
              business on September 30, 1994, First Nationwide acquired assets
              with fair values totalling approximately $14.1 billion and
              liabilities (including deposit liabilities) with fair values
              totalling approximately $13.4 billion from Old FNB.


                                    Page 86

<PAGE>



       (3)    During the first quarter of 1993, Parent Holdings sold certain
              assets, liabilities, and substantially all of its branch
              operations located in Texas, including $829 million of loans and
              130 branches with $6.9 billion in deposits, in the First
              Gibraltar Texas Sale. A net gain of $141 million was recorded in
              connection with this sale.

       (4)    During the last quarter of 1992, Parent Holdings sold certain
              assets, liabilities, and branch operations located in Oklahoma,
              including $3 million of loans and 27 branches with $809 million
              in deposits, in the First Gibraltar Oklahoma Sale. The increase
              in noninterest income in 1992 was primarily attributable to the
              gain of $203 million on sales of assets in anticipation of the
              First Gibraltar Texas Sale, the gain of $19 million on the First
              Gibraltar Oklahoma Sale and a gain of $41 million as a result of
              the modification of the Assistance Agreement.

       (5)    Utilization of net operating loss carryovers resulted in no
              provisions for income taxes until the FN Acquisition. Income tax
              expense of $2.5 million was recorded in the first quarter of
              1993 representing AMT expense related to the gain recognized on
              the First Gibraltar Texas Sale (see Footnote 3). Income tax
              expense recorded in 1994 after the FN Acquisition represents
              federal AMT reduced, to the extent of 90%, by net operating loss
              carryovers, and state tax at an assumed rate of 8%. Income tax
              benefit for the years ended December 31, 1996 and 1995 includes
              the recognition of a deferred tax benefit of $125 million and
              $69 million, respectively, offset by federal AMT tax reduced, to
              the extent of 90%, by net operating loss carryovers and state
              tax at an assumed rate of 8%.

       (6)    Return on average assets represents net income as a percentage of
              average assets for the periods presented.

       (7)    Return on average common equity represents net income available
              to common stockholder as a percentage of average common equity
              for the periods presented.

       (8)    Yield on interest-earning assets represents interest income as a
              percentage of average interest-earning assets.

       (9)    Cost of interest-earning liabilities represents interest expense 
              as a percentage of average interest-bearing liabilities.

       (10)   Net interest margin represents interest expense as a percentage 
              of average interest-bearing liabilities.

       (11)   Earnings used in computing the ratio of earnings to combined
              fixed charges and minority interest consists of income before
              income taxes, extraordinary item and minority interest. Fixed
              charges consist of interest expense on borrowings, the interest
              component of lease expense and, where indicated, interest
              expense on deposits. Minority interest consists of Preferred
              Stock dividends, FN Holdings Preferred Stock dividends and the
              Hunter's Glen 20% interest in FN Holdings.

       (12)   Fluctuation in securities and mortgage-backed securities held to
              maturity and securities and mortgage-backed securities available
              for sale from December 31, 1994 to December 31, 1995 resulted
              from the reclassification of substantially all securities and
              mortgage-backed securities (except for mortgage-backed
              securities resulting from the securitization with recourse of
              certain of First Nationwide's loans) from held to maturity to
              securities available for sale on December 29, 1995.

       (13)   Increase in securities to be held to maturity at December 31,
              1992 resulted from the investment of proceeds on sale of certain
              long-term interest-bearing assets, primarily loans and
              mortgage-backed securities, in cash, cash equivalents and
              securities in anticipation of the First Gibraltar Texas Sale.

       (14)   Includes loans serviced by FNMC, First Nationwide, and FGB  
              Realty, excluding loans serviced for First Nationwide by FNMC.



                                    Page 87

<PAGE>



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

     Parent Holdings is a holding company whose only significant asset is its
80% ownership of FN Holdings, which owns 100% of the common stock of First
Nationwide. As such, Parent Holdings' principal business operations are
conducted by First Nationwide and its subsidiaries.

     The following discussion should be read in conjunction with the
Consolidated Financial Statements of Parent Holdings and California Federal
and the notes thereto included elsewhere in this Form 10-K. Except as
otherwise indicated, the following discussion includes information relating to
Parent Holdings, FN Holdings, First Nationwide and California Federal prior to
the consummation of the Cal Fed Acquisition.

FIRST NATIONWIDE (PARENT) HOLDINGS

GENERAL

     The principal business of Parent Holdings consists of operating retail
deposit branches and originating and/or purchasing residential real estate
loans and, to a lesser extent, certain consumer loans, for investment. Parent
Holdings actively manages its commercial real estate loan portfolio and is
also active in mortgage banking and loan servicing. Revenues are derived
primarily from interest charged on loans, interest received on government and
agency securities and mortgage-backed securities, gains on sales of loans and
other investments, and fees received in connection with loan servicing,
securities brokerage and other customer service transactions. Expenses
primarily consist of interest on customer deposit accounts, interest on
short-term and long-term borrowings, provisions for losses, general and
administrative expenses consisting of compensation and benefits, advertising
and marketing, premises and equipment, loan expenses, deposit insurance
assessments, data processing and other general and administrative expenses.

     The Cal Fed Acquisition

     On July 27, 1996, FN Holdings entered into the Merger Agreement providing
for the acquisition of Cal Fed and its subsidiary, California Federal, which
as of December 31, 1996, had approximately $14.1 billion in assets, $8.9
billion in deposits and operated 119 branches in California and Nevada.

     Impact of Other Acquisitions and Dispositions

     The FN Acquisition was consummated on October 3, 1994, effective
immediately after the close of business on September 30, 1994, and was
recorded using the purchase method of accounting. Accordingly, the
accompanying financial data includes the results of operations related to the
approximately $14.1 billion in assets and $13.4 billion in liabilities
acquired in the FN Acquisition. Minority interest increased by $301 million
due to the issuance of the Preferred Stock.

     On February 28, 1995, FNMC consummated the Maryland Acquisition and
acquired a loan servicing portfolio of approximately $11.4 billion, including
a subservicing portfolio of $1.8 billion, and certain assets and liabilities
for approximately $178 million. The transaction was accounted for as a
purchase, and the Company's consolidated statement of operations for the year
ended December 31, 1995 includes the results of operations of the acquired
mortgage servicing operation for the period from March 1, 1995 through
December 31, 1995.

     In April 1995, First Nationwide acquired approximately $13 million in
deposits in the Tiburon Purchase. In August 1995, First Nationwide acquired
three retail branches located in Orange County, California with deposit
accounts totalling approximately $356 million in the ITT Purchase. On December
8, 1995, First Nationwide acquired four retail branches with deposit accounts
of approximately $144 million in the Sonoma Purchase. The Branch Purchases
were accounted for as purchases, and the results of operations of the acquired
retail deposit operations are included in the Company's consolidated statement
of operations for the year ended December 31, 1995 from the date each of the
transactions was consummated.


                                    Page 88

<PAGE>



     On October 2, 1995, FNMC consummated the LMUSA 1995 Purchase and acquired
a loan servicing portfolio of approximately $11.1 billion (including a
sub-servicing portfolio of $3.1 billion), a master servicing portfolio of $2.9
billion and other assets, principally existing loans and loan production
operations for approximately $100 million, payable in installments, and the
assumption of certain indebtedness secured by the acquired loan portfolio
totalling approximately $274 million. The LMUSA 1995 Purchase was accounted
for as a purchase and the Company's consolidated statement of operations for
the year ended December 31, 1995 includes the results of operations of the
acquired mortgage servicing operations for the period from October 3, 1995
through December 31, 1995.

     On January 31, 1996, FNMC consummated the acquisition of a $14.1 billion
loan servicing portfolio, a master servicing portfolio of $2.7 billion and
other assets in the LMUSA 1996 Purchase. The LMUSA 1996 Purchase was accounted
for as a purchase and the Company's consolidated statement of operations for
the year ended December 31, 1996 includes the results of operations of the
acquired mortgage servicing operations for the period from February 1, 1996
through December 31, 1996.

     On February 1, 1996, First Nationwide consummated the SFFed Acquisition
involving assets totalling $4.0 billion and retail deposits totalling $2.7
billion. The SFFed Acquisition was accounted for as a purchase, and the
Company's consolidated statement of operations for the year ended December 31,
1996 includes the results of operations of the acquired operations of SFFed
for the period from February 1, 1996 through December 31, 1996.

     On June 1, 1996, First Nationwide consummated the Home Federal
Acquisition, involving approximately $717 million in assets and $632 million
in deposits. The Home Federal Acquisition was accounted for as a purchase, and
the Company's consolidated statement of operations for the year ended December
31, 1996 includes the results of operations of the acquired operations of HFFC
for the period from June 1, 1996 through December 31, 1996.

     During the first half of 1996, First Nationwide closed the Branch Sales
with associated deposit accounts totalling $4.6 billion, resulting in pre-tax
gains totalling $363.3 million. The Company's consolidated statement of
operations for the year ended December 31, 1996 includes the results of
operations of those branches sold in the Branch Sales for the period prior to
sale.

     Special SAIF Assessment

     On September 30, 1996, the Economic Growth and Regulatory Paperwork
Reduction Act of 1996 (the "Reduction Act") was enacted. The Reduction Act
included a special assessment ("Special SAIF Assessment") related to the
recapitalization of the SAIF, which was levied based on a rate of 65.7 cents
per $100 of SAIF-insured domestic deposits held as of March 31, 1995. As a
result of the Reduction Act, First Nationwide recorded a pre-tax charge of
$60.1 million on September 30, 1996. The portion of the assessment related to
deposits sold in Ohio, New York, New Jersey and Michigan was borne, pursuant
to each sales contract, by the respective purchasers and accordingly, such
amounts were not included in the expense recorded by First Nationwide.
Management expects the 1997 SAIF deposit premiums (including a separate
assessment to fund the obligations of the Financial Corporation, which will
expire after December 31, 1999) to decline to 6.48 cents per $100 of
SAIF-insured deposits per year from the prior rates of 18 to 23 cents.

     Accounting Changes

     On June 28, 1996, FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS No.
125"). SFAS No. 125 provides accounting and reporting standards for transfers
and servicing of financial assets and extinguishments of liabilities based on
consistent application of a financial-components approach that focuses on
control. Under that approach, after a transfer of financial assets, an entity
recognizes the financial and servicing assets it controls and the liabilities
it has incurred, derecognizes financial assets when control has been
surrendered, and derecognizes liabilities when extinguished. This statement
provides consistent standards for distinguishing transfers of financial assets
that are sales from transfers that are secured borrowings.


                                    Page 89

<PAGE>



     In December 1996, the FASB issued Statement of Financial Accounting
Standards No. 127, "Deferral of the Effective Date of Certain Provisions of
FASB Statement No. 125" ("SFAS No. 127"). SFAS No. 127 defers for one year the
effective date (i) of paragraph 15 of SFAS No. 125 and (ii) of paragraphs 9-12
and 237 (b) of SFAS No. 125 for repurchase agreement, dollar-roll, securities
lending and similar transactions. SFAS No. 127 provides additional guidance on
types of transactions for which the effective date of SFAS No. 125 has been
deferred. It also requires that if it is not possible to determine whether a
transaction occurring during calendar-year 1997 is part of a repurchase
agreement, dollar-roll, securities lending, or similar transaction, then
paragraphs 9-12 of SFAS No. 125 should be applied to the transfer. The Company
adopted SFAS No. 125, as amended by SFAS No. 127 on January 1, 1997. Such
adoption did not have a material impact on the Company's consolidated
financial statements.

     On May 12, 1995, the FASB issued SFAS No. 122. This statement provides
guidance for the recognition of mortgage servicing rights as an asset when a
mortgage loan is sold or securitized and servicing rights are retained. The
Company adopted this standard effective April 1, 1995. The result of such
adoption was to capitalize approximately $71 million and $17 million in
mortgage servicing rights related to loans originated by the Company in 1996
and 1995, respectively.

     SFAS No. 122 requires that a portion of the cost of originating a
mortgage loan be allocated to the mortgage servicing right based on its fair
market value. To determine the fair value of the servicing rights created
since April 1, 1995, the Company uses market prices under comparable mortgage
servicing contracts, when available, or alternatively, uses a valuation model
that calculates the present value of future net servicing income. In using
this valuation method, the Company incorporates assumptions that market
participants would use in estimating future net servicing income which include
estimates of the cost of servicing, the discount rate, mortgage escrow
earnings rate, an inflation rate, ancillary income, prepayment speeds and
default rates and losses.

     Also, SFAS No. 122 requires enterprises to measure the impairment of
servicing rights based on the difference between the carrying amount of the
servicing rights and their current fair value. In determining impairment, the
Company aggregates all mortgage servicing rights and stratifies them based on
the predominant risk characteristics of interest rate, loan type and investor
type. Further, mortgage-servicing rights capitalized prior to the adoption of
SFAS No. 122 were stratified by acquisition to measure impairment. A valuation
allowance is established for any excess of amortized book value over the
current fair value, by risk stratification, by a charge to income. Based on
this analysis, no allowance for loss on impairment of loan servicing rights
was necessary at December 31, 1996 or 1995.

     In March 1995, FASB issued SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long- Lived Assets to be Disposed of" ("SFAS No.
121"). SFAS No. 121 provides guidance for the recognition and measurement of
impairment of long-lived assets, certain identifiable intangibles and goodwill
related both to assets to be held and used by an entity and assets to be
disposed of. SFAS No. 121 is effective for financial statements for fiscal
years beginning after December 15, 1995. The Company adopted SFAS No. 121
effective January 1, 1996. Such adoption had no material impact on the
Company's consolidated financial statements.

     The Company adopted Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan" ("SFAS No. 114"), as
amended by Statement of Financial Accounting Standards No. 118, "Accounting by
Creditors for Impairment of a Loan--Income Recognition and Disclosures" ("SFAS
No. 118"), effective January 1, 1995. Under SFAS No. 114, a loan is impaired
when it is "probable" that a creditor will be unable to collect all amounts
due (i.e., both principal and interest) according to the contractual terms of
the loan agreement. The measurement of impairment may be based on: (i) the
present value of the expected future cash flows of the impaired loan
discounted at the loan's original effective interest rate, (ii) the loan's
observable market price, or (iii) the fair value of the loan's collateral.
SFAS No. 114 does not apply to large groups of smaller balance homogeneous
loans that are collectively evaluated for impairment. For the Company, loans
collectively reviewed for impairment include all single family loans and
performing multi-family and commercial real estate loans under $500,000,
excluding loans which have entered the workout process. The adoption of SFAS
No. 114, as amended by SFAS No. 118, had no material impact on the Company's
consolidated financial statements as the Company's existing policy of
measuring loan impairment was consistent with methods prescribed in these
standards.


                                    Page 90

<PAGE>



     The Company considers a loan to be impaired when, based upon current
information and events, it believes it is probable that the Company will be
unable to collect all amounts due according to the contractual terms of the
loan agreement. Any insignificant delay (i.e., 60 days or less) or
insignificant shortfall in amount of payments will not cause a loan to be
considered impaired. In determining impairment, the Company considers large
non-homogeneous loans including nonaccrual loans, troubled debt
restructurings, and performing loans which exhibit, among other
characteristics, high LTV ratios, low debt-coverage ratios, or other
indications that the borrowers are experiencing increased levels of financial
difficulty. The Company bases the measurement of collateral-dependent impaired
loans on the fair value of their collateral. The amount, if any, by which the
recorded investment of the loan exceeds the measure of the impaired loan's
value is recognized by recording a valuation allowance.

     Generally, specific allowances for loan losses relative to impaired
multi-family and commercial real estate loans, which comprised the majority of
impaired loans at December 31, 1996, have not been established. There have
been no significant multi-family or commercial real estate loans originated
since October 1, 1994. At December 31, 1996, the specific allowances for loan
losses reflected on the Company's books represent allowances established by
predecessor institutions and were acquired in the SFFed and Home Federal
Acquisitions.

     At December 31, 1996, the carrying value of loans that are considered to
be impaired under SFAS No. 114 totalled $102.1 million (of which $22.6 million
were on nonaccrual status). The average recorded investment in impaired loans
during the year ended December 31, 1996 was approximately $103.7 million. For
the year ended December 31, 1996, the Company recognized interest income on
these impaired loans of $10.7 million, which included $0.3 million of interest
income recognized using the cash basis method of income recognition.

     Effective January 1, 1994, the Company adopted SFAS No. 115. SFAS No. 115
requires that securities held to maturity be reported at amortized cost.
Securities bought and held principally for the purpose of selling them in the
near term are classified as trading securities and reported at fair value,
with unrealized gains and losses included in earnings. All other securities
held for investment purposes are classified as available for sale and are
carried at fair value, with unrealized gains and losses excluded from earnings
and reported in a separate component of stockholders' equity, net of tax.
There was no impact on the consolidated financial statements as a result of
such adoption. At December 31, 1994, all U.S. government and agency securities
and mortgage-backed securities were classified in the held-to-maturity
portfolio.

     On November 15, 1995, the FASB issued the Special Report, which provided
all entities an opportunity to reconsider their ability and intent to hold
securities to maturity and allowed a one-time reclassification of securities
from held-to-maturity to available-for-sale without "tainting" the remaining
held-to-maturity securities. On December 29, 1995, the Company reclassified
$1.5 billion and $231.8 million in carrying value of mortgage-backed
securities and U.S. government and agency securities, respectively, from the
respective held-to-maturity categories to securities available for sale,
resulting in a net after-tax increase of $18.0 million and $4.5 million in the
unrealized gain account in stockholder's equity and minority interest -
Hunter's Glen, respectively. There was no impact on First Nationwide's
regulatory capital as a result of this reclassification.


                                    Page 91

<PAGE>



     RESULTS OF OPERATIONS

     The year-to-year comparisons set forth below, including the changes in
magnitude of various items between periods, have been affected by the
acquisitions and dispositions consummated during the periods involved.

     The following table sets forth, for the periods and at the dates
indicated, information regarding Parent Holdings' consolidated average
statements of financial condition, together with the total dollar amounts of
interest income and interest expense and the weighted average interest rates
for the periods presented. Average balances are calculated on a daily basis.
The information presented represents the historical activity of Parent
Holdings.

<TABLE>
<CAPTION>

                                                                        Year Ended December 31,
                                                  -------------------------------------------------------------------------
                                                            1996                     1995                    1994
                                                 ------------------------  ------------------------  --------------------------
                                                  Average          Average  Average         Average    Average           Average
                                                  Balance  Interest  Rate   Balance  Interest  Rate    Balance  Interest  Rate
                                                  -------  -------   ----   -------  --------  ----    -------  --------  ----
                                                                        (dollars in millions)
<S>                                               <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>        <C>
ASSETS
     Interest-earning assets (1):
         Securities and interest-bearing
           deposits in banks (2)                    $  591  $  35     5.89%   $  435   $  28      6.42%    $138       $7     4.95%
                                                                             
         Mortgage-backed securities                                          
           available for sale (3)                    1,697    116     6.83       --       --        --       --       --       --
                                                                             
         Mortgage-backed securities                                          
           held to maturity (3) (4)                  1,766    135     7.65     2,985     213      7.14       711      43     6.05
         Loans held for sale                           850     62     7.24       304      24      7.89        11       1     5.22
                                                                                                      
         Loans receivable, net (4)                  10,999    885     8.05    10,058     800      7.95     2,926     212     7.27
                                                                                                      
         Covered Assets, net (5)                        26      1     5.41       165      11      6.67       491      30     6.11
                                                   -------  -----     ----    ------   -----      ----    ------     ---     ----
         Total interest-earning assets              15,929  1,234     7.75    13,947   1,076      7.71     4,277     293     6.85%
                                                            -----     ----             -----      ----               ---     ----
     Noninterest-earning assets                      1,223                       751                         161
                                                    ------                    ------                      ------
                                                                             
         Total assets                              $17,152                   $14,698                      $4,438
                                                   =======                   =======                      ======
                                                                             
LIABILITIES AND STOCKHOLDER'S EQUITY                                         
     Interest-bearing liabilities:                                           
         Deposits                                 $  9,360   $419    4.48     $9,959     447      4.49     $2,605    101     3.88%
                                                                             
         Securities sold under                                               
           agreements to repurchase                  2,109    120    5.70      1,577     105      6.66        351     19     5.37
                                                                             
         Borrowings (6)                              4,558    309    6.77      2,210     183      8.26      1,181     80     6.77
                                                     -----    ---    ----      -----     ---      ----      -----    ---     ----
           Total interest-bearing liabilities       16,027    848    5.29%    13,746     735      5.35      4,137    200     4.83%
                                                            -----    ----                ---      ----               ---     ----
     Noninterest-bearing liabilities                   323                       277                          53
                                                                             
     Minority interest - Bank preferred stock          309                       301                          75
                                                                             
     Minority interest - Hunter's Glen                 144                        33                          6
     Minority interest - FN Holdings preferred stock    75                        --                         --
     Stockholder's equity                              274                       341                        167
                                                     -----                   -------                     ------  
        Total liabilities and stockholder's                                  
           equity                                  $17,152                   $14,698                     $4,438
                                                   =======                   =======                     ======
     Net interest income                                    $386                      $ 341                        $ 93
                                                           =====                      =====                        ====
     Interest rate spread                                             2.46%                       2.36%                      2.02%
                                                                      ====                        ====                       ====
     Net interest margin                                              2.43%                       2.44%                      2.18%
                                                                      ====                        ====                       ====
     Average equity to average assets                                 1.60%                       2.32%                      3.76%
                                                                      ====                        ====                       ====
</TABLE>
                                                                           
     (1) Non-accruing assets are included in the average balances for the
         periods indicated.
     (2) The information presented includes securities held to maturity of $4
         million and related interest income of less than $0.3 million, with
         the remainder representing securities available for sale and
         interest-bearing deposits in other banks.

                                    Page 92

<PAGE>

   (3)  Substantially all securities held to maturity (except for
        mortgage-backed securities resulting from the securitization with
        recourse of certain of First Nationwide's loans) were reclassified to
        securities available for sale on December 29, 1995. The average
        balance of such securities for three days in 1995 is not material and
        is therefore not presented. Average balances presented for 1996
        represent the original amortized cost of the securities without the
        effect of unrealized gains and losses recorded as a result of the
        available for sale classification.
   (4)  In late December 1994, $1.3 billion of single-family loans were
        securitized with recourse. The large increase in the average balance
        of mortgage-backed securities held to maturity from 1994 to 1995 is
        due to such securitized loans.
   (5)  Includes unconsolidated subsidiaries covered by FSLIC/RF yield 
        maintenance.
   (6)  Interest and average rate include the impact of interest rate swaps.

     The following table presents certain information regarding changes in
interest income and interest expense of Parent Holdings during the periods
indicated. The dollar amount of interest income and interest expense
fluctuates depending upon changes in the respective interest rates and upon
changes in the respective amounts (volume) of the Company's interest-earning
assets and interest-bearing liabilities. For each category of interest-earning
assets and interest-bearing liabilities, information is provided on changes
attributable to (i) changes in volume (changes in average outstanding balances
multiplied by the prior year's rate) and (ii) changes in rate (changes in
average interest rate multiplied by the prior year's volume). Changes
attributable to both volume and rate have been allocated proportionately.
<TABLE>
<CAPTION>

                                                            Year ended December 31,
                                  ------------------------------------------------------------------------
                                             1996 vs. 1995                           1995 vs. 1994
                                            ---------------                         --------------
                                      Increase (Decrease) Due to              Increase (Decrease) Due to
                                    -------------------------------        --------------------------------
                                    Volume        Rate          Net        Volume        Rate          Net
                                    ------        ----          ---        ------        ----          ---
                                                                  (in millions)
<S>                                 <C>         <C>         <C>          <C>           <C>           <C>
     INTEREST INCOME:
     Securities and interest-bearin  $  9       $   (2)       $   7         $  18        $   3        $  21
         deposits in banks
     Mortgage-backed securities
         available for sale           116           --          116            --           --           --
     ortgage-backed securities
         held to maturity             (94)          16          (78)          160           10          170
     Loans held for sale               40           (2)          38            23           --           23
     Loans receivable, net             75           10           85           566           22          588
     Covered assets, net (1)           (8)          (2)         (10)          (22)           3          (19)
                                    -----       ------         -----         ----        -----         ----
         Total                        138           20          158           745           38          783
                                    -----       ------         -----         ----         ----         ----
     INTEREST EXPENSE:
     Deposits                         (27)          (1)         (28)          328           18          346
     Securities sold under
       agreements to repurchase        26          (11)          15            80            6           86
     Borrowings                       151          (25)         126            82           21          103
                                    -----        -----        -----         -----        -----        -----
         Total                        150          (37)         113           490           45          535
                                    -----        -----        -----         -----        -----       -----
          Change in net interest 
            income                  $ (12)       $ 57          $ 45          $255        $  (7)        $248
                                    =====        ====          ====          ====        =====         ====
</TABLE>
------------------

     (1) Includes unconsolidated subsidiaries covered by FSLIC/RF yield 
         maintenance.

     The volume variances in total interest income and total interest expense
between the year ended December 31, 1995 to the corresponding period in 1996
are largely due to the issuance of the Parent Senior Notes and the additional
$4.2 billion in interest-earning assets acquired and $4.4 billion in
interest-bearing liabilities assumed in the 1996 Acquisitions. The positive
total rate variance of $57 million is attributed to increasing rates on
adjustable-rate assets as such assets repriced to their fully-indexed yields,
and the decrease in overall market rates on interest-bearing liabilities
between the two periods, offset slightly by the impact of the additional
wholesale borrowings used to finance the Branch Sales. During the year ended
December 31, 1996, deposits totalling $4.6 billion with a weighted average
rate of 4.59% were sold and replaced with $4.1 billion of FHLB advance
borrowings and securities sold under agreements to repurchase with a weighted
average rate of 5.45%.

                                    Page 93

<PAGE>



     The positive volume variance of $255 million from 1994 to 1995 is largely
due to $13.4 billion in interest-earning assets acquired offset in part by the
$13.3 billion in interest-bearing liabilities assumed in the FN Acquisition on
October 3, 1994, which contributed to net interest income during the last
quarter of 1994 and all of 1995. The negative rate variance of $7 million is
attributed to the interest-bearing liabilities acquired in the FN Acquisition,
which rates reflect the overall increase in market interest rates from the
fourth quarter of 1994 through 1995, and the issuance of the Senior Notes to
finance the FN Acquisition. In an increasing rate environment, the Company's
cost of interest-bearing liabilities reacts more quickly to changes in rates
than the yields on interest-bearing assets, due to the volume of adjustable
rate interest-bearing assets which generally reprice on an annual or
semi-annual basis.

     Year Ended December 31, 1996 versus Year Ended December 31, 1995

     Net Income. Parent Holdings reported net income of $421 million for the
year ended December 31, 1996, compared with net income of $122 million in
1995. Net income for the year ended December 31, 1996 includes $363.3 million
in pre-tax gains on sales of branches, $40.4 million in pre-tax gains from the
sale of stock of ACS, $25.6 million in pre-tax gain recognized in connection
with the termination of the Assistance Agreement and the recognition of a
$125.0 million deferred tax benefit, partially offset by a $60.1 million
charge for the Special SAIF Assessment. Net loss, excluding the aforementioned
items, Incentive Plan (as defined herein) charges and extraordinary loss on
early extinguishment of debt, totalled $10.4 million for the year ended
December 31, 1996.

     Interest Income. Total interest income was $1.2 billion for the year
ended December 31, 1996, an increase of $158 million from the year ended
December 31, 1995. The interest-earning assets acquired in the 1996
Acquisitions resulted in total interest-earning assets for 1996 averaging
$15.9 billion, compared to $13.9 billion for 1995. In addition, the yields on
total interest-earning assets during 1996 increased to 7.75% from the 7.71%
yield on total interest-earning assets during 1995.

     Parent Holdings earned $885 million of interest income on loans
receivable for the year ended December 31, 1996, an increase of $85 million
from the year ended December 31, 1995. The loans acquired in the 1996
Acquisitions contributed most of the increased interest income in 1996, and
resulted in an increase in the average balance of loans receivable to $11.0
billion from $10.1 billion for the year ended December 31, 1995. The weighted
average yield on loans receivable increased to 8.05% for the year ended
December 31, 1996 from 7.95% for 1995 due to upward rate adjustments on
adjustable rate residential loans as such loans repriced to their fully
indexed rates, without the effect of teaser rates or annual interest rate
adjustment caps.

     Parent Holdings earned $62 million of interest income on loans held for
sale for the year ended December 31, 1996, an increase of $38 million from the
year ended December 31, 1995. The increased income is the net effect of a
higher average volume of loans held for sale due to increased originations
from the operations acquired in the Maryland Acquisition and the LMUSA
Purchases, partially offset by a decrease in the weighted average rate of such
loans. The average balance of loans held for sale was $850 million for the
year ended December 31, 1996, an increase of $546 million from 1995. The
weighted average yield on loans held for sale decreased to 7.24% for the year
ended December 31, 1996 from 7.89% during 1995 due to generally decreasing
market rates during the period and the portfolio consisting of a higher
percentage of comparatively lower-rate adjustable rate loans in 1996 compared
to a higher fixed rate portfolio in 1995.

     Interest income on mortgage-backed securities available for sale was $116
million for the year ended December 31, 1996. The average balance of
mortgage-backed securities available for sale was $1.7 billion with a weighted
average yield of 6.83% for the year ended December 31, 1996.

     Interest income on mortgage-backed securities held to maturity was $135
million for the year ended December 31, 1996, a decrease of $78 million from
the year ended December 31, 1995. The average balance of mortgage-backed
securities held to maturity decreased to $1.8 billion during the year ended
December 31, 1996, compared to $3.0 billion during 1995. The weighted average
yield on mortgage-backed securities held to maturity increased to 7.65% during
1996 from 7.14% during 1995, primarily due to the upward rate adjustments of
adjustable rate mortgage-backed securities as the loans underlying such
securities repriced to their fully indexed rates.

                                    Page 94

<PAGE>



     Interest income from Covered Assets declined $10 million, to $1 million,
for the year ended December 31, 1996. The decline is due to a reduction in the
average volume of Covered Assets resulting from the FDIC Purchase in June 1995
and the termination of the Assistance Agreement in August 1996.

     Interest income from all securities, including the available-for-sale
portfolio and securities held to maturity, and interest-bearing deposits in
other banks was $35 million for the year ended December 31, 1996, an increase
of $7 million from the year ended December 31, 1995. The average portfolio
balances during the years ended December 31, 1996 and 1995 increased to $591
million from $435 million, respectively, primarily due to assets acquired in
the 1996 Acquisitions. The weighted average yield on these assets decreased to
5.89% during 1996 from 6.42% during 1995, primarily due to an overall decline
in market interest rates.

     Interest Expense. Total interest expense was $848 million for the year
ended December 31, 1996, an increase of $113 million from the year ended
December 31, 1995. The increase is the result of additional interest-bearing
liabilities assumed in the 1996 Acquisitions, the issuances of the Parent
Senior Notes and the FN Holdings Senior Sub Notes and incrementally higher
rates paid on the additional borrowings incurred to replace the retail
deposits sold in the Branch Sales.

     Interest expense on customer deposits, including Brokered Deposits, was
$419 million for the year ended December 31, 1996, a decrease of $28 million
from the year ended December 31, 1995. The average balance of customer
deposits outstanding decreased from $10.0 billion to $9.4 billion for the
years ended December 31, 1995 and 1996, respectively. The overall weighted
average cost of deposits decreased from 4.49% for the year ended December 31,
1995 to 4.48% for the year ended December 31, 1996, due principally to the
impact of higher average balances of lower rate custodial transaction accounts
related to the additional loan servicing acquired in the Maryland Acquisition
and the LMUSA Purchases, partially offset by slight increases in the market
rates of interest paid for Brokered Deposits.

     Interest expense on securities sold under agreements to repurchase
totalled $120 million for the year ended December 31, 1996, an increase of $15
million from the year ended December 31, 1995. The average balance of such
borrowings for the year ended December 31, 1996 and 1995 was $2.1 billion and
$1.6 billion, respectively. The increase is attributed to $.8 billion of such
liabilities acquired in the 1996 Acquisitions together with $1.5 billion in
additional short-term borrowings to fund the Branch Sales during 1996,
partially offset by maturities and payoffs that were refinanced with deposits
acquired from the Home Federal Acquisition and FHLB advances. The weighted
average interest rate on these instruments decreased to 5.70% in 1996 from
6.66% for 1995, primarily due to the impact of decreases in overall market
interest rates for such borrowings.

     Interest expense on borrowings totalled $309 million for the year ended
December 31, 1996, an increase of $126 million from the year ended December
31, 1995. The increase is attributed to the net effect of a volume increase
for borrowings assumed in the 1996 Acquisitions, the issuances of the Parent
Senior Notes and the FN Holdings Senior Sub Notes, and additional borrowings
to replace the deposits sold in the Branch Sales, partially offset by the
impact of decreases in the rates paid on such borrowings largely due to the
shorter weighted average maturity of the borrowings at December 31, 1996
compared to December 31, 1995. The average balance outstanding for the year
ended December 31, 1996 and 1995 was $4.6 billion and $2.2 billion,
respectively. The weighted average interest rate on these instruments
decreased to 6.77% during the year ended December 31, 1996 from 8.26% for the
year ended December 31, 1995, primarily due to the impact of decreases in
overall market interest rates and the shorter average maturity of the
portfolio.

     Net Interest Income. Net interest income was $386 million for the year
ended December 31, 1996, an increase of $45 million from the year ended
December 31, 1995. The interest rate spread increased to 2.46% for the year
ended December 31, 1996 from 2.36% for the year ended December 31, 1995.

     Noninterest Income. Total noninterest income, consisting primarily of
loan servicing fees, customer banking fees, management fees and gains on the
Branch Sales and on sales of assets, was $653 million for the year ended
December 31, 1996, an increase of $502 million from the year ended December
31, 1995. This increase includes (i) gains on sales of branches of $363.3
million, (ii) gain from the sale of ACS stock of $40.4 million and (iii) gains
recognized in

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connection with the termination of the Assistance Agreement of $25.6 million.

     Loan servicing fees, net of amortization of mortgage servicing rights,
were $124 million for the year ended December 31, 1996, compared to $70
million for the year ended December 31, 1995. This increase is due to the
addition of the mortgage servicing portfolios acquired in the Maryland
Acquisition, the LMUSA Purchases and the 1996 Acquisitions, as well as
servicing rights originated through the increased origination capacity
provided by these acquisitions. The single-family residential loan servicing
portfolio, excluding loans serviced for the Company, increased from $7.4
billion at January 1, 1995 to $27.0 billion at January 1, 1996 and to $43.1
billion at December 31, 1996. During the year ended December 31, 1996, the
Company sold $4.9 billion in single-family mortgage loans originated for sale
as part of its ongoing mortgage banking operations compared to $1.2 billion of
such sales for 1995.

     Customer banking fees and service charges related to retail banking
operations, consisting of depositor fees for transaction accounts, overdrafts,
and miscellaneous other fees, were $45 million for the year ended December 31,
1996, compared to $47 million for the year ended December 31, 1995. The
decrease is attributed to the impact of decreased revenues associated with the
Branch Sales, partially offset by the increased revenues from the retail
banking operations acquired in the Branch Purchases and the 1996 Acquisitions.

     Management fees totaled $10 million for the year ended December 31, 1996,
compared to $15 million for the year ended December 31, 1995. The decrease is
attributed principally to the reduced number of assets under management as a
result of contracts with the Resolution Trust Corporation and other third
parties which have expired.

     Gain on sales of loans was $18 million for the year ended December 31,
1996, compared to a loss of less than $1 million for the year ended December
31, 1995. The increase is attributed in part to a gain of $7.5 million on the
sale of $298.0 million of consumer loans during the first quarter of 1996. In
addition, the Company experienced increased gains on sales of single-family
mortgage loans due to the adoption of SFAS No. 122 on April 1, 1995. See
"--Mortgage Banking Operations."

     Gain on sales of assets was $38 million for the year ended December 31,
1996. The gain is primarily the result of a $40.4 million gain from the sale
of ACS stock, partially offset by a writedown recorded on certain CMOs in the
mortgage-backed securities available-for-sale portfolio determined to have a
permanent impairment in value.

     Gain on sales of branches was $363 million for the year ended December
31, 1996. See note 2 to the accompanying financial statements of the Company
for additional information regarding the Branch Sales.

     Gain from the termination of the Assistance Agreement was $26 million for
the year ended December 31, 1996.

     Other noninterest income was $30 million for the year ended December 31,
1996, an increase of $12 million from the year ended December 31, 1995. The
increase is primarily attributed to an increase of $5 million in dividends on
FHLB stock related to an increase in the volume of such stock owned by First
Nationwide, a $3 million increase in disbursement float interest income and $2
million of interest received related to the favorable outcome of an
arbitration hearing.

     Noninterest Expense. Total noninterest expense was $492 million for the
year ended December 31, 1996, an increase of $159 million from the year ended
December 31, 1995. The increase is principally due to additional compensation,
loan expense, deposit insurance premiums and other noninterest expenses,
primarily related to the growth of the Company through the various
acquisitions in 1995 and the first half of 1996 and the Special SAIF
Assessment.

     Total compensation and employee benefits expense was $205 million for the
year ended December 31, 1996, an increase of $51 million from the year ended
December 31, 1995, primarily attributable to $35.6 million of Incentive Plan
accruals. The number of full time employees decreased to 3,547 for the year
ended December 31, 1996, compared to 3,619 for the year ended December 31,
1995. This decrease is primarily due to the net impact of a reduction in
employees due to the Branch Sales and First Nationwide's cost reduction
program, partially offset by employee additions in the mortgage banking
operations related to the servicing portfolios acquired in the LMUSA Purchases
and

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an increase in retail banking employees attributed to the 1996 Acquisitions.

     Occupancy and equipment expense was $52 million for the year ended
December 31, 1996, an increase of $2 million from the year ended December 31,
1995, attributed primarily to increased expenses resulting from the Maryland
and 1996 Acquisitions and the LMUSA Purchases, partially offset by the net
effect of operations sold in the Branch Sales.

     SAIF deposit insurance premiums increased $59 million, to $81 million,
for the year ended December 31, 1996. The increase is primarily due to the $60
million Special SAIF Assessment.

     Professional fees increased $10 million, to $22 million, for the year
ended December 31, 1996. This increase includes additional expenses related to
the servicing portfolios acquired in the LMUSA Purchases, as well as
additional accruals for various legal and litigation expenses.

     Loan expense was $31 million for the year ended December 31, 1996, an
increase of $19 million from the year ended December 31, 1995. The increase
relates to additional expenses associated with the higher volume of loans
serviced due to the LMUSA Purchases, the Maryland Acquisition and increased
loan production. Such expenses include subservicing fees paid on acquired
servicing portfolios prior to conversion to FNMC's systems and increased
pass-through interest expense for loan payoffs in serviced loan pools. In
addition, such expenses also include outside appraisal fees, inspection fees,
and provision for losses on loans insured by the Federal Housing
Administration or guaranteed by the Veterans Administration.

     Foreclosed real estate operations, including gains on sales, resulted in
a net gain of $7 million for the year ended December 31, 1996 compared to a
net gain of $1 million for the same period in 1995. The change is attributed
to a higher volume of sales in 1996 at comparatively higher prices to carrying
values.

     Amortization of intangible assets increased to $9 million for the year
ended December 31, 1996 from $1 million for 1995, primarily due to the
amortization of the $132.1 million intangible asset recorded in connection
with the 1996 Acquisitions.

     Other noninterest expense was $78 million for the year ended December 31,
1996, an increase of $17 million from the year ended December 31, 1995,
principally due to increased telecommunications, postage, office supplies,
insurance, OTS assessments and travel expenses, all of which are attributed
primarily to the increased loan servicing activity as a result of the Maryland
Acquisition and the LMUSA Purchases.

     Provision for Income Taxes. During the years ended December 31, 1996 and
1995, the Company recorded income tax benefit of $75.8 million and $57.2
million, respectively. Based on a favorable earnings trend since the
consummation of the FN Acquisition and future earnings expectations,
management changed its judgment about the realizability of Parent Holdings'
deferred tax assets and recognized a deferred tax benefit (i.e., a reduction
in the valuation allowance) of $69 million in the fourth quarter of 1995 and
an additional $125 million in the second quarter of 1996. Management believes
that the realization of such asset is more likely than not, based on the
expectation that the Company will generate the necessary amount of taxable
income in future periods. In order to recognize the total net deferred tax
asset recorded as of December 31, 1996, the Company must have future earnings
of approximately $788 million. Included in tax expense for the year ended
December 31, 1995 is the reversal of 1993 and 1994 over accruals of Federal
taxes totalling $1.7 million. Parent Holdings' effective Federal tax rates
before extraordinary items and minority interest were (22%) and (56%) during
the years ended December 31, 1996 and 1995, respectively, while its statutory
Federal tax rate was 35% during both periods. The difference between the
effective and statutory rates was primarily the result of the utilization of
net operating loss carryforwards for both periods, the reversal of 1993 and
1994 over accruals for the year ended December 31, 1995 and the recognition of
a $125 million and $69 million deferred tax benefit in 1996 and 1995,
respectively. Parent Holdings' effective state tax rates before extraordinary
items and minority interest were approximately 7% and 9% during the years
ended December 31, 1996 and 1995, respectively.


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     Extraordinary Item. During the year ended December 31, 1996, First
Nationwide repurchased $44 million aggregate principal amount of the $50
million in Senior Notes assumed in the SFFed Acquisition, resulting in a loss
of $1.6 million, net of income taxes. During the year ended December 31, 1995,
First Nationwide recorded a gain of $2.0 million on the early extinguishment
of $250 million in FHLB advances, net of income taxes.

     Year Ended December 31, 1995 versus Year Ended December 31, 1994

     Net Income. Parent Holdings reported net income for 1995 of $122 million
compared with net income of $26 million for 1994. Net income for 1995 includes
an income tax benefit of $57 million (largely due to the recognition of a $69
million deferred tax benefit) and an extraordinary gain from the early
extinguishment of FHLB advances of $2.0 million, net of tax. Net income for
1994 includes income tax expense totalling $2.6 million and $1.4 million, net
of tax, in extraordinary gain from the early extinguishment of FHLB advances.

     Parent Holdings reported income before income taxes, extraordinary item
and minority interest of $122 million in 1995 compared with pre-tax income of
$32 million in 1994. The increase is generally due to the inclusion in 1995 of
the operations acquired in the FN Acquisition for a full year compared to the
operations acquired in the FN Acquisition for only the fourth quarter of 1994.

     Net interest income was $341 million for the year ended December 31,
1995, compared with $93 million for 1994, an increase of $248 million. The
increase is generally due to the inclusion in 1995 of the operations acquired
in the FN Acquisition for a full year compared with the inclusion of the
operations acquired in the FN Acquisition for only the fourth quarter of 1994.

     Interest Income. Total interest income was $1.1 billion for the year
ended December 31, 1995, an increase of $783 million from the year ended
December 31, 1994. The interest-bearing assets acquired in the FN Acquisition
resulted in total interest-earning assets for 1995 averaging $13.9 billion
compared to $4.3 billion in 1994. In addition, the yield on total
interest-earning assets during 1995 increased .86% from the yield on total
interest-earning assets during 1994, principally due to changes in overall
market interest rates and the higher yielding assets acquired in the FN
Acquisition.

     Parent Holdings earned $800 million of interest income on loans
receivable for the year ended December 31, 1995, an increase of $588 million
from the year ended December 31, 1994. The loans acquired in the FN
Acquisition resulted in an increase in the average balance of loans receivable
to $10.1 billion from $2.9 billion for the years ended December 31, 1995 and
1994, respectively. The weighted average yield on loans receivable increased
to 7.95% for 1995 from 7.27% during 1994, primarily due to the repricing of
the adjustable rate loans in the portfolio acquired in the FN Acquisition.

     Parent Holdings earned $24 million of interest income on loans held for
sale for the year ended December 31, 1995, an increase of $23 million from the
year ended December 31, 1994. The additional loan production from the Maryland
Acquisition and the LMUSA 1995 Purchase resulted in an increase in the average
balance of loans held for sale to $304 million from $11 million for the years
ended December 31, 1995 and 1994, respectively. The weighted average yield on
loans held for sale increased to 7.89% for 1995 from 5.22% during 1994.

     Interest income on mortgage-backed securities was $213 million for the
year ended December 31, 1995, an increase of $170 million from the year ended
December 31, 1994. The mortgage-backed securities acquired in the FN
Acquisition, including $1.3 billion of qualifying single-family loans
securitized from First Nationwide's loan portfolio in late 1994 and an
additional $.4 billion securitized in 1995, resulted in the average portfolio
balances increasing from $711 million to $3.0 billion during the years ended
December 31, 1994 and 1995, respectively. The weighted average yield on
mortgage-backed securities increased to 7.14% for 1995 from 6.05% for 1994,
primarily due to the addition of higher-yielding securities from the FN
Acquisition, including loan securitizations, and the subsequent upward rate
adjustments of adjustable rate mortgage-backed securities related to an
overall increase in market interest rates.

     Interest income from Covered Assets declined $19 million, to $11 million,
for the year ended December 31, 1995. This decline is due to a reduction in
the volume of Covered Assets due to sales, repayments and other dispositions
of

                                    Page 98

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Covered Assets, including the FDIC Purchase, offset in part by an increase in
the effective rate earned on such Covered Assets which was 6.67% for 1995
compared to 6.11% for 1994. The higher rate is due to the net effect of the
increase in TCOF between the two periods due to generally increasing interest
rates, partially offset by the reduction in the applicable margin over the
TCOF prescribed in the Assistance Agreement.

     Interest income from securities and interest-bearing deposits in banks
was $28 million for the year ended December 31, 1995, an increase of $21
million from the year ended December 31, 1994. The average portfolio balances
during the years ended December 31, 1995 and 1994 increased to $435 million
from $138 million, respectively, due to the securities acquired in the FN
Acquisition being held for an entire year in 1995 versus the fourth quarter
only in 1994. The weighted average yield on these assets increased to 6.42%
for 1995 from 4.95% for 1994, primarily due to the increase in overall market
interest rates.

     Interest Expense. Total interest expense was $735 million for the year
ended December 31, 1995, an increase of $535 million from the year ended
December 31, 1994. The increase is generally due to the inclusion for a full
year in 1995 of the additional interest-bearing liabilities from the
operations acquired in the FN Acquisition, the issuance of the FN Holdings
Senior Notes and changes in overall market rates of interest paid as discussed
in more detail below.

     Interest expense on deposits, including Brokered Deposits, was $447
million for the year ended December 31, 1995, an increase of $346 million from
the year ended December 31, 1994. The deposits of approximately $10 billion
acquired in the FN Acquisition, net of $1.2 billion in deposits sold in the
Illinois Sale, and the $513 million of deposits assumed in the Branch
Purchases, resulted in an increase in the average balance of deposits
outstanding from $2.6 billion to $10.0 billion for the years ended December
31, 1994 and 1995, respectively. The overall weighted average cost of deposits
increased from 3.88% for 1994 to 4.49% for 1995, due principally to increases
in the overall level of interest rates between the two years.

     Interest expense on securities sold under agreements to repurchase and
borrowings totalled $288 million for the year ended December 31, 1995, an
increase of $189 million from the year ended December 31, 1994. The timing of
the FN Acquisition and the Illinois Sale, offset in part by the reduction of
borrowings from funds received in connection with the Branch Purchases,
resulted in the average balance outstanding of securities sold under
agreements to repurchase and borrowings for the years ended December 31, 1995
and 1994 increasing to $3.8 billion from $1.5 billion, respectively. The
weighted average interest rate on these instruments increased to 7.60% in 1995
from 6.46% for 1994, primarily due to the impact of increases in overall
market interest rates. The FN Holdings Senior Notes issued in 1994 resulted in
an additional $18 million in interest expense in 1995 compared to 1994.

     Net Interest Income. Net interest income before provision for loan losses
was $341 million for the year ended December 31, 1995, an increase of $248
million from the year ended December 31, 1994. The interest rate spread
increased to 2.36% in 1995 from 2.02% in 1994. The increase in net interest
income is generally due to the inclusion in 1995 of the operations acquired in
the FN Acquisition for a full year compared to the inclusion of the operations
acquired in the FN Acquisition for only the fourth quarter of 1994.

     Noninterest Income. Total noninterest income, consisting primarily of
mortgage banking, customer banking and management fee income, was $151 million
for the year ended December 31, 1995, an increase of $110 million from the
year ended December 31, 1994. The increase is generally due to the inclusion
in 1995 of the operations acquired in the FN Acquisition for a full year
compared to the inclusion of the operations acquired in the FN Acquisition for
only the fourth quarter of 1994. In addition, additional fee revenues were
generated from operations acquired in the Maryland Acquisition and the LMUSA
1995 Purchase.

     Fees and service charges related to mortgage banking operations, which
consist principally of loan servicing income and borrower fees, were $47
million for the year ended December 31, 1995, compared to $10 million for the
year ended December 31, 1994. The increase of $37 million is due to the
inclusion in 1995 of the mortgage banking operations acquired in the FN
Acquisition for an entire year versus only the fourth quarter in 1994, as well
as additional fee revenues received as a result of the inclusion of the
mortgage banking operations acquired in the Maryland Acquisition and the LMUSA
1995 Purchase.

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     Fees and service charges related to retail banking operations, consisting
of depositor fees for transaction accounts, overdrafts, and miscellaneous
other fees, were $48 million for the year ended December 31, 1995 compared to
$11 million for the year ended December 31, 1994. The increase of $37 million
is due to the inclusion in 1995 of the retail banking operations acquired in
the FN Acquisition for an entire year compared to only the fourth quarter of
such operations in 1994, as well as a slight increase in such fees related to
the operations acquired in the Branch Purchases.

     Management fees, principally from commercial loan servicing and asset
management services provided for third-party investors, totalled $15 million
for the year ended December 31, 1995, an increase of $2 million over 1994.
This $2 million increase is the net effect of a $3.8 million increase in the
revenues from the asset servicing agreements entered into with Granite in
conjunction with the FN Acquisition, offset by decreases in disposition and
other third party fees received by FGB Realty, principally due to the
expiration of certain government contracts, totalling $1.8 million.

     Other noninterest income was $18 million for the year ended December 31,
1995, an increase of $10.4 million from the year ended December 31, 1994. The
increase is attributed to an increase of $3.4 million in dividends on FHLB
stock, $1.7 million in fees earned on check disbursement products, $1.1
million in early withdrawal penalties on deposits and $4.2 million in
miscellaneous other income. The increases are attributed to the inclusion in
1995 of the operations acquired in the FN Acquisition for a full year compared
to the inclusion of the operations acquired in the FN Acquisition for only the
fourth quarter of 1994.

     Noninterest Expense. Total noninterest expense was $333 million for the
year ended December 31, 1995, an increase of $236 million from the year ended
December 31, 1994. All categories of noninterest expense increased, primarily
due to the inclusion in 1995 of expenses related to the operations acquired in
the FN Acquisition for an entire year compared to including such expenses for
only the fourth quarter in 1994. In addition, the year ended December 31, 1995
includes charges totalling $13 million related to accrued termination and
facilities costs for specific cost reduction actions taken by First Nationwide
during the year.

     Total compensation and employee benefits expense was $154 million for the
year ended December 31, 1995, an increase of $105 million from the year ended
December 31, 1994. The increase is primarily due to the inclusion in 1995 of a
full year of such charges related to the operations acquired in the FN
Acquisition compared to only the fourth quarter of such expenses in 1994. In
addition, 1995 includes expenses totalling $7 million related to employee
severance and termination costs for the relocation of First Nationwide's
mortgage loan servicing operations to Maryland, the closure of First
Nationwide's retail mortgage loan production offices, and a bank-wide cost
reduction project.

     Occupancy and equipment expense was $50 million for the year ended
December 31, 1995, an increase of $38 million from the year ended December 31,
1994. The increase is primarily due to the inclusion in 1995 of a full year of
such charges related to the operations acquired in the FN Acquisition compared
to only the fourth quarter of such expenses in 1994. In addition, 1995
includes expenses totalling $6 million related to space reductions and lease
termination charges for the relocation of First Nationwide's mortgage loan
servicing operations to Maryland, the closure of First Nationwide's retail
mortgage loan production offices, a bank-wide cost reduction project, and
retail branch consolidations due to duplicate facilities resulting from the
Branch Purchases.

     Data processing expense increased to $10 million for the year ended
December 31, 1995 from $3 million for the year ended December 31, 1994. The
increase is primarily due to the inclusion in 1995 of a full year of such
charges related to the operations acquired in the FN Acquisition compared to
only the fourth quarter of such charges in 1994.

     SAIF deposit insurance premiums increased to $22 million in 1995 compared
to $7 million for the year ended December 31, 1994. The increase is primarily
due to the inclusion in 1995 of a full year of such charges related to the
operations acquired in the FN Acquisition compared to only the fourth quarter
of such charges in 1994.

     Marketing expense was $11 million for the year ended December 31, 1995,
an increase of $8 million from the year ended December 31, 1994. The increase
is primarily due to the inclusion in 1995 of a full year of such charges
related to the operations acquired in the FN Acquisition compared to only the
fourth quarter of such charges in 1994.


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     Professional fees increased from $3 million to $12 million during the
years ended December 31, 1994 and 1995, respectively. This increase is
attributed primarily to the inclusion of a full year of operations acquired in
the FN Acquisition compared to only the fourth quarter of 1994, as well as
increased expenses related to operations acquired in the Maryland Acquisition
and the LMUSA 1995 Purchase.

     Loan expense was $12 million for the year ended December 31, 1995, an
increase of $11 million from the year ended December 31, 1994. The increase is
due to the inclusion in 1995 of a full year of the mortgage banking operations
acquired in the FN Acquisition compared to only the fourth quarter in 1994, as
well as increased expenses related to operations acquired in the Maryland
Acquisition and the LMUSA 1995 Purchase.

     Other noninterest expense was $61 million for the year ended December 31,
1995, an increase of $42 million from the year ended December 31, 1994,
principally due to increased telecommunications, postage, office supplies and
travel expenses, all of which are attributed primarily to the inclusion in
1995 of a full year of the operations acquired in the FN Acquisition compared
to only the fourth quarter in 1994. The Branch Purchases, Maryland
Acquisition, and LMUSA 1995 Purchase also contributed to increases in these
expenses.

     Provision for Income Taxes. During the years ended December 31, 1995 and
1994, Parent Holdings recorded income tax (benefit) expense of $(57.2) million
and $2.6 million, respectively. The net benefit in 1995 is largely the result
of the recognition of a deferred tax benefit of $69 million. Included in tax
expense for the year ended December 31, 1995 is the reversal of 1993 and 1994
over accruals of federal taxes totalling $1.7 million. Parent Holdings'
effective federal tax rates were (56)% and 0% during the years ended December
31, 1995 and 1994, respectively, while its statutory federal tax rate was 35%
during both periods. The difference between effective and statutory rates was
primarily the result of the utilization of net operating loss carryforwards
and, in 1995, the recognition of a deferred tax benefit of $69 million. Parent
Holdings' effective state tax rates were 9% and 8% for the years ended
December 31, 1995 and 1994, respectively.

     Extraordinary Item. During the year ended December 31, 1995, Parent
Holdings had a gain of $2.0 million on the early extinguishment of $250
million in FHLB advances, net of income taxes. During the year ended December
31, 1994, Parent Holdings had a gain of $1.4 million on the early
extinguishment of $95 million in FHLB advances, net of income taxes.

PROVISION FOR FEDERAL AND STATE INCOME TAXES

     During the years ended December 31, 1996, 1995 and 1994, Parent Holdings
recorded income tax (benefit) expense, excluding the tax effects associated
with extraordinary items and minority interest in 1996, 1995 and 1994, of
$(75.8) million, $(57.2) million, and $2.6 million, respectively. Parent
Holdings' effective tax rates were (15)%, (47)%, and 8%, in 1996, 1995 and
1994, respectively. Parent Holdings' federal statutory tax rate was 35% in
each of 1996, 1995, and 1994. The difference between the effective and
statutory rates was primarily the result of offsetting certain deductions and
losses with the receipt of non-taxable FSLIC/RF assistance payments and, in
1996 and 1995, the recognition of a deferred tax benefit totalling $125
million and $69 million, respectively. The non-taxable portions of the
FSLIC/RF assistance payments decreased to $1 million in 1996 from $5 million
in 1995.

     At December 31, 1996, if Parent Holdings had filed a consolidated tax
return on behalf of itself and its subsidiaries for each year since the
formation of First Nationwide, it would have had approximately $2.1 billion of
regular net operating losses and approximately $800 million of AMT net
operating losses, both of which Parent Holdings would have been entitled to
utilize. A portion of such losses, to the extent not previously used to offset
income, would expire in the year 2004 and thereafter and would fully expire in
2010. Under applicable tax law, only 90% of a corporation's alternative
minimum taxable income may be offset by carryovers from other years. Thus, 10%
of the alternative minimum taxable income earned by Parent Holdings in the
current period will be subject to federal income tax at an effective rate of
20%. For the year ended December 31, 1996, Parent Holdings incurred a federal
income tax benefit of $114 million which included the recognition of a $125
million deferred tax benefit in the second quarter. Under the Tax Sharing
Agreement, FN Holdings has eliminated a significant portion of the amounts
that it otherwise would be required to pay to Mafco Holdings in respect of
federal income tax. Likewise, it is not expected that the Company will

                                   Page 101

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record significant amounts of federal income tax expense as a member of the
Mafco Group. Payments made by FN Holdings under the Tax Sharing Agreement with
the Mafco Group during the years ended December 31, 1996 and 1995 totalled
$14.1 million and $3.1 million, respectively. Such payments may increase
significantly at the time that the net operating losses described above are
either used in full to offset income or expire. During 1998 or 1999, the
Company anticipates that the AMT net operating losses will be fully utilized
and the Company will begin providing federal income tax expense at a rate of
20%. Prior to the Company utilizing all of its AMT net operating losses, it
will provide federal income tax expense at a 2% rate because 90% of AMT net
operating losses are available to offset AMT income.

TAX EFFECTS OF DIVIDEND PAYMENTS BY THE BANK

     Dividend distributions made to FN Holdings, as the sole owner of the
Bank's common stock, and to holders of the Bank Preferred Stock, in each case
in excess of the Bank's accumulated earnings and profits, as well as any
distributions in dissolution or in redemption or liquidation of stock, may
cause the Bank to recognize a portion of its tax bad debt reserves as income,
and accordingly, could cause the Bank to make payments to FN Holdings under
the Tax Sharing Agreement. As a result, FN Holdings may be required to make
payments to Mafco Holdings under the Tax Sharing Agreement if FN Holdings has
insufficient expenses and losses to offset such income. The Bank does not
expect to generate substantial amounts of federal taxable income (after taking
into account its net operating loss carryovers) from any recapture of its bad
debt reserve. Accordingly, the recapture of its bad debt reserve as a result
of distributions to stockholders, or of the redemption of stock, would not be
expected to have a material adverse effect on the Bank.

PROVISION FOR LOAN LOSSES

     The adequacy of the allowance for loan losses is periodically evaluated
by management in order to maintain the allowance at a level that is sufficient
to absorb expected loan losses. The Company charges current earnings with a
provision for estimated credit losses on loans receivable. The provision
considers both specifically identified problem loans as well as credit risks
not specifically identified in the loan portfolio. The Company established
provisions for loan losses of $40 million, $37 million and $6 million for the
years ended December 31, 1996, 1995 and 1994, respectively. The allowance for
loan losses is increased by provisions for loan losses and decreased by
charge-offs (net of recoveries). See "--General--Accounting Changes." The
increase in the provision for losses in 1996 over 1995 is due to the increased
loan production activity (primarily single-family residential) and loans
acquired through acquisitions in 1996 compared to 1995.

     A significant portion of the Company's loans is secured by real estate
located within markets where real estate prices continue to be weak.
Accordingly, the ultimate collectibility of those loans is susceptible to
changes in the economic conditions in such regions. Management's periodic
evaluation of the adequacy of the allowance is based on past loan loss
experience, known and inherent risks in the portfolio, potential adverse
situations that may affect the borrower's ability to repay, estimated value of
any underlying collateral, and current prospective economic conditions.

     Although management believes that its present allowance for loan losses
is adequate, it will continue to review its loan portfolio to determine the
extent to which any changes in economic conditions or loss experience may
require further provisions in the future.


                                   Page 102

<PAGE>



ASSET AND LIABILITY MANAGEMENT

     Financial institutions are subject to interest rate risk to the degree
that their interest-bearing liabilities, consisting principally of deposits,
securities sold under agreements to repurchase and FHLB advances, mature or
reprice more or less frequently, or on a different basis, than their
interest-earning assets. A key element of banking is the monitoring and
management of liquidity risk and interest rate risk. The process of planning
and controlling asset and liability mixes, volumes and maturities to influence
the net interest spread is referred to as asset and liability management. The
objective of the Company's asset and liability management is to maximize the
net interest yield within the constraints imposed by prudent lending and
investing practices, liquidity needs and capital planning.

     Parent Holdings, through the Bank actively pursues investment and funding
strategies to minimize the sensitivity of its earnings to interest rate
fluctuations. The Bank measures the interest rate sensitivity of the balance
sheet through gap and duration analysis, as well as net interest income and
market value simulation, and, after taking into consideration both the
variability of rates and the maturities of various instruments, evaluates
strategies which may reduce the sensitivity of its earnings to interest rate
and market value fluctuations. An important decision is the selection of
interest-bearing liabilities and the generation of interest-earning assets
which best match relative to interest rate changes. In order to reduce
interest rate risk by increasing the percentage of interest sensitive assets,
the Bank has continued its emphasis on the origination of ARM products for its
portfolio. Where possible, the Bank seeks to originate real estate loans that
reprice frequently and that on the whole adjust in accordance with the
repricing of its liabilities. During the year ended December 31, 1996, most of
the fixed and variable rate real estate loans originated were sold in the
secondary market to provide funds for the acquisition and divestiture activity
occurring during the period. At December 31, 1996, approximately 88.5% of the
Company's real estate loan portfolio consisted of ARMs.

     ARMs have from time to time been offered with low initial interest rates
as marketing inducements. In addition, most ARMs are also subject to periodic
interest rate adjustment caps or floors. In a period of rising interest rates,
ARMs could reach a periodic adjustment cap while still at a rate significantly
below their contractual margin over existing market rates. Since repricing
liabilities are typically not subject to such interest rate adjustment
constraints, the Company's net interest margin would most likely be negatively
impacted in this situation. Certain ARMs now offered by the Bank have a fixed
monthly payment for a given period, with any changes as a result of market
interest rates reflected in the unpaid principal balance through negative
amortization. From the lender's perspective, these loans respond most quickly
to rate changes because interest accruals immediately reflect the loans as
though they were fully indexed. In general, the closer the interest rate on a
portfolio of ARMs is to the ultimate contractual margin over market rates, the
more sensitive the portfolio yield is to changes in market interest rates.

     As a result of the FN Acquisition, First Nationwide acquired the rights
and assumed the obligations of Old FNB under certain interest rate swap
agreements. Under the terms of these agreements, the Bank pays the variable
rate based on LIBOR and receives fixed rates. During 1996 and 1995, First
Nationwide's net interest margin increased by $.6 million and decreased by
$12.9 million, respectively, as a result of these interest rate swap
agreements, largely due to the amortization of the premium assigned to these
agreements in the FN Acquisition.

     One of the most important sources of a financial institution's net income
is net interest income which is the difference between the combined yield
earned on interest-earning assets and the combined rate paid on
interest-bearing liabilities. Net interest income is also dependent on the
relative balances of interest-earning assets and interest-bearing liabilities.

     A traditional measure of interest-rate risk within the savings industry
is the interest rate sensitivity gap, which is the sum of all interest-earning
assets minus the sum of all interest-bearing liabilities to be repriced within
the same period. A gap is considered positive when the amount of interest rate
sensitive assets exceeds interest rate sensitive liabilities, while the
opposite results in a negative gap. During a period of rising interest rates,
a negative gap would tend to adversely affect net interest income, and a
positive gap would tend to result in an increase in net interest income, while
the opposite would tend to occur in a period of falling rates.


                                   Page 103

<PAGE>



     The following table sets forth the projected maturities based upon
contractual maturities as adjusted for projected prepayments and "repricing
mechanisms" (provisions for changes in the interest rates of assets and
liabilities), and the impact of interest rate swap agreements as of December
31, 1996. Prepayment rates are assumed in each period on substantially all of
the Company's loan portfolio based upon expected loan prepayments. Repricing
mechanisms on the Company's assets are subject to limitations such as caps on
the amount that interest rates and payments on its loans may adjust and,
accordingly, such assets may not respond in the same manner or to the same
extent to changes in interest rates as the Company's liabilities. In addition,
the interest rate sensitivity of the assets and liabilities illustrated in the
table would vary substantially if different assumptions were used or if actual
experience differed from the assumptions set forth. Parent Holdings' estimated
interest rate sensitivity gap at December 31, 1996 is as follows:
<TABLE>
<CAPTION>

                                                                         Maturity/Rate Sensitivity
                                                     ------------------------------------------------------------     
                                                            Within        1-5     Over 5    Noninterest
                                                            1 Year       Years     Years      Bearing     Total
                                                            ------       -----     -----      -------     -----
                                                                        (dollars in millions)
<S>                                                      <C>         <C>        <C>        <C>       <C> 
INTEREST-EARNING ASSETS:
Securities held to maturity, interest-bearing
     deposits in other banks and short-term
     investment securities (1) (2)                        $    139     $   --     $   --     $   --   $    139
Securities available for sale (3)                              542         --         --         --        542
Mortgage-backed securities available for sale (3)            1,599         --         --         --      1,599
Mortgage-backed securities held to maturity (1) (4)          1,611          2          3         --      1,616
Loans held for sale, net (3)(6)                                816         --         --         --        816
Loans receivable, net (1)(5)                                 9,203        735        373         --     10,311
Investment in FHLB                                             221         --         --         --        221
                                                          --------    -------   --------    --------   -------
         Total interest-earning assets                      14,131        737        376         --     15,244

Noninterest-earning assets                                      --         --         --      1,343      1,343
                                                          --------    -------   --------    -------    -------
                                                           $14,131       $737       $376     $1,343    $16,587
                                                           =======       ====       ====     ======    =======

INTEREST-BEARING LIABILITIES:
Deposits (7)                                              $  7,348    $ 1,150     $    4    $    --   $  8,502
Securities sold under agreements to repurchase (1)           1,529         54         --         --      1,583
FHLB advances (1)                                            2,950      1,472          7         --      4,429
Other borrowings (1)                                            29        203        704         --        936
                                                         ---------   --------       ----    -------   --------
         Total interest-bearing liabilities                 11,856      2,879        715         --     15,450

Noninterest-bearing liabilities                                 --         --         --        352        352
Minority interest                                               --         --         --        613        613
Stockholder's equity                                            --         --         --        172        172
                                                           -------     ------       ----     ------    -------
                                                           $11,856     $2,879       $715     $1,137    $16,587
                                                           =======     ======       ====     ======    =======

Gap before interest rate swap agreements                    $2,275     $(2,142)     $(339)              $  (206)
Interest rate swap agreements                                 (400)        400         --                   --
                                                            -------    -------     -------              ------
Gap adjusted for interest rate swap
         agreements                                         $1,875     $(1,742)     $(339)               $ (206)
                                                            ======     =======      =====                ======

Cumulative gap                                              $1,875       $133       $(206)               $ (206)
                                                            ======       ====       =====                ======

Gap as a percentage of total assets                           11.3%     (10.5)%     (2.04)%               (1.24)%
                                                              ====      =====        ====                  ====

Cumulative gap as a percentage of total
     assets                                                   11.3%       .8%       (1.24)%               (1.24)%
                                                              ====       ===         ====                  ====
</TABLE>
------------------


                                   Page 104

<PAGE>



(1)  Based upon (a) contractual maturity, (b) instrument repricing date, if
     applicable, and projected repayments and (c) prepayments of principal, if
     applicable. Prepayments were estimated generally by using the prepayment
     rates forecast by various large brokerage firms as of December 31, 1996.
     The actual maturity and rate sensitivity of these assets could vary
     substantially if future prepayments differ from prepayment estimates.
(2)  Consists of $21 million of interest-bearing deposits in other banks, $114
     million of short-term investment securities and $4 million of securities
     held to maturity.
(3)  As loans held, securities available and mortgage-backed securities 
     available for sale may be sold within one year, they are considered to be
     maturing within one year.
(4)  Excludes underlying loans on nonaccrual status of $6 million.
(5)  Excludes allowance for loan losses of $247 million and nonaccrual loans of
     $157 million.
(6)  Excludes nonaccrual loans of $9 million.
(7)  Fixed rate deposits and deposits with a fixed pricing interval are
     reflected as maturing in the year of contractual maturity or first
     repricing date. Money market deposit accounts, demand deposit accounts
     and passbook accounts are reflected as maturing within one year.

     At December 31, 1996, interest-bearing liabilities of Parent Holdings
exceeded interest-earning assets by approximately $206 million.

     The maturity/rate sensitivity analysis is a static view of the balance
sheet with assets and liabilities grouped into certain defined time periods,
and thus only partially depicts the dynamics of the Company's sensitivity to
interest rate changes. Being at a point in time, this analysis may not fully
describe the complexity of relationships between product features and pricing,
market rates and future management of the balance sheet mix. The Company
utilizes computer modeling, under various interest rate scenarios, to provide
a dynamic view of the effects of the changes in rates, spreads, and yield
curve shifts on net interest income.

     The Company's risk management policies are established by the
Asset/Liability Management Committee ("ALCO") of the Bank. ALCO meets monthly
to formulate the Bank's investment and risk management strategies. The basic
responsibilities of ALCO include management of net interest income and market
value of portfolio equity to measure the stability of earnings, management of
liquidity to provide adequate funding, and the establishment of asset product
priorities by formulating performance evaluation criteria, risk evaluation
techniques and a system to standardize the analysis and reporting of
originations, competitive trends, profitability and risk. On a quarterly
basis, the Board of Directors of the Bank is apprised of ALCO strategies
adopted and their impact on operations. At least annually, the Board of
Directors of the Bank reviews the Bank's interest rate risk management policy
statements.

     On November 15, 1995, the FASB issued the Special Report. On December 29,
1995, Parent Holdings reclassified substantially all of its securities and
mortgage-backed securities from held to maturity to available for sale. The
impact on the gap schedule of reclassifying securities from the
held-to-maturity portfolio to the available-for-sale portfolio was to shorten
the maturity and interest rate sensitivity of such assets. See
"--General--Accounting Changes."


                                   Page 105

<PAGE>



LIQUIDITY

     The standard measure of liquidity in the savings industry is the ratio of
cash and short-term U.S. government and other specified securities to deposits
and borrowings due within one year. The OTS has currently established a
minimum liquidity requirement of 5.00%. First Nationwide's liquidity ratio was
5.32% and 5.46% at December 31, 1996 and 1995, respectively.

     Parent Holdings' funds are obtained from the repayment and maturities of
loans and mortgage-backed securities, customer and Brokered Deposits, loan
sales, securities sold under agreements to repurchase, FHLB advances and other
secured borrowings.

     A major source of the Bank's funding is expected to be its retail deposit
branch network, which management believes will be sufficient to meet its
long-term liquidity needs. The ability of the Bank to retain and attract new
deposits is dependent upon the variety and effectiveness of its customer
account products, customer service and convenience, and rates paid to
customers. The Bank also obtains funds from the repayment and maturities of
loans and mortgage-backed securities, while additional funds can be obtained
from a variety of sources including customer and Brokered Deposits, loan
sales, securities sold under agreements to repurchase, FHLB advances, and
other secured and unsecured borrowings. It is anticipated that FHLB advances
and securities sold under agreements to repurchase will be secondary sources
of funding, and management expects there to be adequate collateral for such
funding requirements.

     The Company's primary uses of funds are the origination or purchase of
loans, the funding of maturing certificates of deposit and demand deposit
withdrawals, and the repayment of borrowings. First Nationwide's certificates
of deposit scheduled to mature during the twelve months ending December 31,
1997 aggregate $4.4 billion. The Bank may renew these certificates, attract
new replacement deposits, replace such funds with other borrowings, or it may
elect to reduce the size of the balance sheet. In addition, at December 31,
1996, First Nationwide had FHLB advances and other borrowings aggregating $4.3
billion maturing within twelve months. The Bank may elect to pay off such debt
or to replace borrowings with additional FHLB advances or other borrowings at
prevailing rates.

     During 1994, First Nationwide issued 3,007,300 shares of the Preferred
Stock. Cash dividends on the Preferred Stock are noncumulative and are payable
at an annual rate of 11-1/2% if, when, and as declared by the Board of
Directors of the Bank. The payment of dividends by the Bank is subject to
certain federal laws applicable to savings associations. Preferred Stock
dividends totalling $34.6 million were declared and paid during 1996.

     During 1995, the FSLIC/RF purchased substantially all of the remaining
Covered Assets at the fair market value of such assets in the FDIC Purchase.
Any losses sustained by First Nationwide from this directed purchase were
reimbursed under the Capital Loss Coverage provision of the Assistance
Agreement. See "Business--Parent Holdings--Other Activities--The Assistance
Agreement." Proceeds from this transaction were reinvested in the normal
course of business. As a result of the FDIC Purchase, First Nationwide's
reliance on dispositions of Covered Assets as a source of funds has been
eliminated.

     In the FN Acquisition, First Nationwide assumed $92.1 million of Old
FNB's Subordinated Debentures which have an annual interest rate of 10% and an
annual interest cost of $9.2 million. In the SFFed Acquisition, First
Nationwide assumed $50 million of the SFFed Notes which have an annual
interest rate of 11.20%. On September 12, 1996, First Nationwide repurchased
$44 million aggregate principal amount of the SFFed Notes at a price of
approximately 116.45% of the principal amount, plus the accrued interest
thereon. The $6.0 million of SFFed Notes that remain outstanding have an
annual interest cost of $0.7 million.

     On September 19, 1996, FN Holdings issued $150 million of FN Holdings
Preferred Stock which has an annual dividend cost of approximately $15
million, not including dividends paid in kind.

     In the Cal Fed Acquisition, the Bank assumed notes and Cal Fed Preferred
Stock which have an annual interest/dividend cost of $5.9 million and $18.3
million, respectively.


                                   Page 106

<PAGE>



     The Company anticipates that cash and cash equivalents on hand, the cash
flow from assets as well as other sources of funds will provide adequate
liquidity for its operating, investing and financing needs and the Bank's
regulatory liquidity requirements in the foreseeable future. In addition to
cash and cash equivalents of $157.4 million at December 31, 1996, First
Nationwide has substantial additional secured borrowing capacity with the FHLB
and other sources. During 1996, the Company used existing cash and the
proceeds from securities sold under agreements to repurchase and advances from
the FHLB to finance the Branch Sales and the 1996 Acquisitions.

     Net cash provided by operating activities for the year ended December 31,
1996 totalled $495.1 million, an increase of $886.3 million from the year
ended December 31, 1995. The increase is principally due to the increase in
proceeds from the sale of loans held for sale. Substantially all loan
production in 1996 was sold in the secondary market, whereas variable rate
loans originated during the first nine months of 1995 were retained by First
Nationwide.

     Net cash used in operating activities for the year ended December 31,
1995 totalled $392 million, an increase of $351.5 million from the year ended
December 31, 1994. The increase is principally due to the increase in loans
held for sale due to the additional production capacity from the Maryland
Acquisition and the LMUSA 1995 Purchase.

     Net cash provided by investing activities for the year ended December 31,
1996 totalled $2.1 billion, an increase of $0.4 billion from the year ended
December 31, 1995. Cash flows provided by investing activities included a net
decrease in loans receivable of $1.5 billion, $39.3 million from the
termination of the Assistance Agreement, principal payments on mortgage-backed
securities totalling $863.1 million and proceeds from maturities of securities
of $252.1 million. Proceeds from sales of loans receivable, including loans
sold to Granite pursuant to the Put Agreement of $112.4 million, totalled
$123.0 million. Proceeds from sales of foreclosed real estate provided $156.9
million. Proceeds from the Home Federal Acquisition provided $79.0 million.
Cash flows used in investing activities included $131.5 million for the SFFed
Acquisition and mortgage loan servicing operations, purchases of securities of
$507.3 million, purchases of $149.7 million in mortgage-backed securities,
purchases of office premises and equipment of $42.4 million and purchases of
mortgage servicing rights of $66 million.

     Net cash provided by investing activities for the year ended December 31,
1995 totalled $1.7 billion, an increase of $1.7 billion from the year ended
December 31, 1994. Cash flows provided by investing activities included $272.3
million from the FDIC Purchase and other dispositions of the Covered Assets,
principal payments on mortgage-backed securities totalling $570.9 million and
proceeds from maturities of securities of $344.5 million. Proceeds from sales
of loans receivable, including loans sold to Granite pursuant to the Put
Agreement of $199.5 million, totalled $431.2 million. Redemptions of FHLB
stock provided $25.6 million, and proceeds from sales of foreclosed real
estate provided $71.5 million. Proceeds from the Branch Purchases provided
$501.4 million. Cash flows used in investing activities included $214.7
million for the Maryland Acquisition and LMUSA 1995 Purchase, purchases of
securities of $162.8 million, purchases of $19.8 million in mortgage-backed
securities, a net increase in loans receivable of $86.2 million, and purchases
of office premises and equipment of $15.3 million.

     Net cash used in financing activities for the year ended December 31,
1996 totalled $2.7 billion. Principal payments on borrowings totalled $8.5
billion, funding of the Branch Sales totalled $4.6 billion, the net decrease
in securities sold under agreements to repurchase totalled $202.2 million and
the decrease in deposits totalled $56.7 million. Additionally, cash used in
financing activities included a capital distribution to parent of $267.1
million and dividends of $374.4 million. Cash flows provided by financing
activities included additional borrowings of $11.1 billion (including $455
million from the issuance of the Parent Senior Notes) and proceeds from the
issuance of the FN Holdings Preferred Stock of $145.4 million.

     Net cash used in financing activities for the year ended December 31,
1995 totalled $1.2 billion. Principal payments on borrowings totalled $6.9
billion and the net decrease in securities sold under agreements to repurchase
totalled $913.1 million. Cash flows provided by financing activities included
increases in deposits (other than the Branch Purchases) of $542.6 million and
additional borrowings of $6.2 billion. Additionally, dividends on the
Company's common stock totalled $90 million and dividends on First
Nationwide's Preferred Stock totalled $34.6 million.


                                   Page 107

<PAGE>



     Parent Holdings' primary source of cash to pay the interest on and
principal of the Parent Senior Notes and the FN Holdings Notes is expected to
be distributions from the Bank. The annual interest on the Parent Senior Notes
is $56.9 million, the annual interest on the FN Holdings Senior Notes is $24.5
million, the annual interest on the FN Holdings Senior Sub Notes is $12.8
million, and the annual interest on the FN Holdings 10-5/8% Notes is $61.1
million.

     The terms of the Preferred Stock and the Cal Fed Preferred Stock provide
that the Bank may not declare or pay any full dividends with respect to any
parity stock, unless and until the Bank has paid full dividends on the
Preferred Stock or the Cal Fed Preferred Stock, as the case may be, for the
most recent dividend period. The Bank is currently in compliance with such
requirement.

     The terms of the Preferred Stock provide that the Bank may not declare or
pay any dividends or other distributions (other than in shares of common stock
of the Bank or other Bank Junior Stock), with respect to any Bank Junior Stock
or repurchase, redeem or otherwise acquire, or set apart funds for the
repurchase, redemption or other acquisition of any Bank Junior Stock
(including the common stock held by FN Holdings) through a sinking fund or
otherwise, unless and until: (i) the Bank has paid full dividends on the
Preferred Stock for the four most recent dividend periods or funds have been
paid over to the dividend disbursing agent of the Bank for payment of such
dividends, and (ii) the Bank has declared a cash dividend on the Preferred
Stock at the annual dividend rate for the current dividend period, and
sufficient funds have been paid over to the dividend disbursing agent of the
Bank for the payment of a cash dividend for such current dividend period.

     Similarly, the terms of the REIT Preferred Stock provide that Preferred
Capital Corp. may not declare or pay any dividends or other distributions
(other than in shares of common stock of Preferred Capital Corp. or other
Preferred Capital Corp. Junior Stock), with respect to any Preferred Capital
Corp. Junior Stock or repurchase, redeem or otherwise acquire, or set apart
funds for the repurchase, redemption or other acquisition of any Preferred
Capital Corp. Junior Stock (including the common stock held by the Bank)
through a sinking fund or otherwise, unless and until: (i) Preferred Capital
Corp. has paid full dividends on the REIT Preferred Stock for the four most
recent dividend periods or funds have been paid over to the dividend
disbursing agent of Preferred Capital Corp. for payment of such dividends, and
(ii) Preferred Capital Corp. has declared a cash dividend on the REIT
Preferred Stock at the annual dividend rate for the current dividend period,
and sufficient funds have been paid over to the dividend disbursing agent of
Preferred Capital Corp. for the payment of a cash dividend for such current
dividend period.

     Parent Holdings currently anticipates that, in order to pay the principal
amount of the Parent Senior Notes upon the occurrence of an Event of Default
(as defined in the Parent Senior Notes Indenture) or to redeem or repurchase
the Parent Senior Notes upon a Change of Control Put Event (as defined in the
Parent Senior Notes Indenture) or, in the event that earnings from FN Holdings
are not sufficient to make distributions to Parent Holdings to enable it to
pay the principal amount of the Parent Senior Notes at maturity, Parent
Holdings may be required to adopt one or more alternatives, such as borrowing
funds, selling its equity securities or equity securities or assets of the
Bank, or seeking capital contributions or loans from its affiliates. None of
the affiliates of Parent Holdings are required to make any capital
contributions or other payments to Parent Holdings with respect to the
Company's obligations on the Parent Senior Notes. FN Holdings may be required
to adopt similar alternatives in order to pay the principal amount of the FN
Holdings Notes. There can be no assurance that any of the foregoing actions
could be affected on satisfactory terms, that any of the foregoing actions
would enable Parent Holdings to pay the principal amount of the Parent Senior
Notes, or would enable FN Holdings to pay the principal amount of the FN
Holdings Notes, or that any of such actions would be permitted by the terms of
the Parent Senior Notes Indenture, the FN Holdings Notes Indentures or any
other debt instruments of Parent Holdings or its subsidiaries then in effect,
by the terms of the Preferred Stock, the Cal Fed Preferred Stock and the REIT
Preferred Stock or under applicable federal thrift laws or regulations. The
events that constitute a Change of Control Put Event under the Parent Senior
Notes Indenture will, with few exceptions, also permit the holders of FN
Holdings Notes to require FN Holdings to repurchase such indebtedness.

     The terms of the FN Holdings Notes Indentures generally limit
distributions (and other Restricted Payments (as defined therein)) to 75% of
the consolidated net income of FN Holdings and require, among other things,
that, in order for FN Holdings to distribute any cash or otherwise make any
Restricted Payment, after giving effect to such distribution or payment the
Bank must be "well capitalized" under applicable OTS regulations and the
Consolidated Common

                                   Page 108

<PAGE>



Shareholders' Equity (as defined therein) of the Bank must be at least equal
to the Minimum Common Equity Amount (as defined therein). The FN Holdings
Indentures and the Parent Senior Notes Indenture permit FN Holdings to loan
funds to any affiliate, including Parent Holdings, provided that the
Consolidated Common Shareholders' Equity of the Bank must be at least equal to
the Minimum Common Equity Amount and that the terms of any such loan must be
on terms that would be obtainable in arm's length dealings. Subject to such
restrictions, such loans may consist of any and all funds available to FN
Holdings, whether or not such funds may be distributed (or otherwise paid as a
Restricted Payment) pursuant to the terms of the FN Holdings Indentures.

     The terms of the Parent Senior Notes Indenture generally permit the
Company to make distributions (and other Restricted Payments) of up to 65% of
the consolidated net income of the Company if, after giving effect to such
distribution or payment, (i) the Bank is "well capitalized" under applicable
OTS regulations and (ii) the Consolidated Common Shareholders' Equity of the
Bank is at least equal to the Minimum Common Equity Amount. Parent Holdings is
able to loan funds to its affiliates pursuant to the Parent Senior Notes
Indenture provided that the Consolidated Common Shareholders' Equity of the
Bank is at least equal to the Minimum Common Equity Amount and the terms of
any such loan are on terms that would be obtainable in arm's length dealings.
Subject to such restrictions, such loans may consist of any and all funds
available to the Company, whether or not such funds may be distributed (or
otherwise paid as a Restricted Payment) pursuant to the terms of the Parent
Senior Notes Indenture. Accordingly, there can be no assurance that,
notwithstanding the receipt by Parent Holdings of sufficient funds to enable
it to pay the principal amount of the Parent Senior Notes at maturity, Parent
Holdings will have funds available to pay the principal amount of the Parent
Senior Notes at maturity or prior to maturity upon the occurrence of an Event
of Default or to redeem or repurchase the Parent Senior Notes upon a Change of
Control Put Event.

     FN Holdings is a holding company with no business operations of its own.
If indebtedness of FN Holdings or its subsidiaries were to be accelerated,
there could be no assurance that the assets of FN Holdings or its
subsidiaries, as the case may be, would be sufficient to repay in full
borrowings under all of such debt instruments or that the Bank would be able
to distribute funds to permit FN Holdings to provide sufficient funds to
Parent Holdings to permit Parent Holdings to pay interest on the Parent Senior
Notes. FN Holdings' only significant asset is all of the common stock of the
Bank.

     The terms and conditions of the Parent Senior Notes Indenture and the FN
Holdings Notes Indentures impose restrictions that affect, among other things,
the ability of Parent Holdings or FN Holdings, as the case may be, to incur
debt, pay dividends or make distributions, engage in a business other than
holding the common stock of FN Holdings, in the case of Parent Holdings, make
acquisitions, create liens, sell assets and make certain investments. The
ability of Parent Holdings and its subsidiaries to comply with the foregoing
provisions can be affected by events beyond their control. The breach of any
of these covenants could result in a default under one or more of the debt
instruments of Parent Holdings or its subsidiaries. In the event of a default
under any indebtedness of Parent Holdings or its subsidiaries, the holders of
such indebtedness could elect to declare all amounts outstanding under their
respective debt instruments to be due and payable. Any such declaration under
a debt instrument of Parent Holdings or its subsidiaries is likely to result
in an event of default under one or more of the other debt instruments of
Parent Holdings or its subsidiaries. If indebtedness of Parent Holdings or its
subsidiaries were to be accelerated, there could be no assurance that the
assets of Parent Holdings or its subsidiaries, as the case may be, would be
sufficient to repay in full borrowings under all of such debt instruments,
including the Parent Senior Notes.

IMPACT OF INFLATION AND CHANGING PRICES

     Prevailing interest rates have a more significant impact on the Company's
performance than does the general level of inflation. While interest rates may
bear some relationship to the general level of inflation (particularly in the
long run), over short periods of time interest rates may not necessarily move
in the same direction or change in the same magnitude as the general level of
inflation. As a result, the business of the Company is generally not affected
by inflation in the short run, but may be affected by inflation in the long
run.


                                   Page 109

<PAGE>



PROBLEM AND POTENTIAL PROBLEM ASSETS

     Pursuant to SFAS No. 114, as amended by SFAS No. 118, effective January
1, 1995, loans collectively reviewed for impairment by the Company include all
single-family loans, and performing multi-family and commercial real estate
loans under $500,000, excluding loans which have entered the workout process.
The adoption of SFAS No. 114, as amended by SFAS No. 118, had no material
impact on the Company's consolidated financial statements as the Company's
existing policy of measuring loan impairment was consistent with methods
prescribed in these standards.
See "--General--Accounting Changes."

     The Company considers a loan to be impaired when, based upon current
information and events, it believes it is probable that the Company will be
unable to collect all amounts due according to the contractual terms of the
loan agreement. Any insignificant delay (i.e., 60 days or less) or
insignificant shortfall in amount of payments will not cause a loan to be
considered impaired. In determining impairment, the Company considers large
non-homogeneous loans including nonaccrual loans, troubled debt
restructurings, and performing loans which exhibit, among other
characteristics, high LTV ratios, low debt-coverage ratios or other
indications that the borrowers are experiencing increased levels of financial
difficulty. The Company bases the measurement of collateral-dependent impaired
loans, which represents substantially all of the Company's loan portfolio, on
the fair value of the loan's collateral. The amount, if any, by which the
recorded investment of the loan exceeds the measure of the impaired loan's
value is recognized by recording a valuation allowance.

     At December 31, 1996, the carrying value of loans that are considered to
be impaired under SFAS No. 114 totalled $102 million (of which $22.6 million
were on nonaccrual status). The average recorded investment in impaired loans
during the year ended December 31, 1996 was approximately $103.7 million. For
the year ended December 31, 1996, Parent Holdings recognized interest income
on those impaired loans of $10.7 million, which included $0.3 million of
interest income recognized using the cash basis of income recognition.

     The following table presents the amounts, net of specific allowance for
losses and purchase accounting adjustments, of the Company's nonaccrual loans,
foreclosed real estate, troubled debt restructurings, and impaired loans as of
the dates indicated. These categories are not mutually exclusive; certain
loans are included in more than one classification.
<TABLE>
<CAPTION>

                                               December 31, 1996                        December 31, 1995
                                      ----------------------------------     -------------------------------------
                                      Nonaccrual  Impaired  Restructured     Nonaccrual     Impaired    Restructured
                                      ----------  --------  ------------     ----------     --------    ------------
                                                                    (in millions)
<S>                                  <C>         <C>       <C>               <C>            <C>         <C>
     Real Estate:
         1-4 unit residential           $146     $   --        $    3           $136      $    --         $     8
         5+ unit residential              13         47            68             23           73             147
         Commercial and other              9         54            48              9           52              79
         Land                             --         --             6             --           --              --
         Construction                      1          1            --             --           --              --
                                     -------    -------       -------          -----      -------         -------
         Total real estate               169        102           125            168          125             234
     Non-real estate                       3         --            --              3           --              --
                                     -------    -------       -------         ------      -------         -------
         Total loans                     172       $102(b)       $125(c)         171         $125(b)         $234 (c)
                                                   ====          ====                        ====            ====
     Foreclosed real estate, net          52                                      49                      
                                      ------                                   -----                      
         Total non-performing assets    $224(a)                                 $220                      
                                        ====                                    ====                      
</TABLE>
------------------                                        
                                                                      
     (a) Includes loans securitized with recourse on nonaccrual status of $6 
         million.
     (b) Includes $22.6 million of loans on nonaccrual status and $18.3 million
         of loans classified as troubled debt restructurings.
     (c) Includes nonaccrual loans of $2.4 million and $1.2 million at December
         31, 1996 and 1995, respectively.  At December 31, 1996, $2.4
         million of these nonaccrual, troubled debt restructurings were also 
         considered impaired under SFAS No. 114.


                                   Page 110

<PAGE>



     There were no accruing loans contractually past due 90 days or more at
December 31, 1996 or 1995.

     The Company's non-performing assets, consisting of nonaccrual loans, net
of purchase accounting adjustments, and foreclosed real estate, net, increased
slightly to $224 million at December 31, 1996, compared with $220 million at
December 31, 1995. Non-performing assets as a percentage of the Company's
total assets decreased slightly to 1.37% at December 31, 1996, from 1.50% of
total assets at December 31, 1995. The Put Agreement expired on November 30,
1996, at which date the aggregate purchase price of assets "put" to Granite
equaled $500 million.

     The Company, through First Nationwide, continuously manages its credit
risk by assessing the current and estimated future performance of the real
estate markets in which it operates. The Bank continues to place a high degree
of emphasis on the management of its asset portfolio. First Nationwide has
three distinct asset management functions: performing loan asset management,
problem loan asset management and credit review. These three functions are
charged with the responsibility of reducing the risk profile within the
residential, commercial and multi-family asset portfolios by applying asset
management and risk evaluation techniques that are consistent with the Bank's
portfolio management strategy and regulatory requirements. In addition to
these asset management functions, the Company has a specialized credit risk
management group that is charged with development of credit policies and
performing credit risk analyses for all asset portfolios.

     The following table presents First Nationwide's non-performing real
estate assets by geographic region of the country as of December 31, 1996:
<TABLE>
<CAPTION>

                                                                    Total
                             Nonaccrual        Foreclosed      Non-performing
                             Real Estate      Real Estate,       Real Estate      Geographic
                           Loans, Net (2)        Net (2)           Assets        Concentration
                           -------------      ------------     --------------    --------------
                                                    (dollars in millions)
<S>                          <C>               <C>              <C>               <C> 
     Region:
         Northeast (1)           $35              $10             $  45               20.5%
         California              102               36               138               62.4
         Other regions            32                6                38               17.1
                               -----            -----             -----              -----
              Total             $169              $52              $221              100.0%
                                ====              ===              ====              =====
</TABLE>
-----------------

     (1) Includes Connecticut, Massachusetts, Maine, New Hampshire, New Jersey, 
         New York, Pennsylvania, Rhode Island and Vermont.
     (2) Net of purchase accounting adjustments.


                                   Page 111

<PAGE>



     The level of non-performing assets is directly affected by economic
conditions throughout the country. The following table indicates First
Nationwide's nonaccrual real estate loans, net of purchase accounting
adjustments, by collateral type and state concentration as of December 31,
1996:
<TABLE>
<CAPTION>
                                                                                     
                           1-4 unit              5+ unit             Commercial        Total
                         Residential           Residential            and Other      Nonaccrual
                     ------------------    ------------------    ----------------    Real Estate   % of
       State         Variable     Fixed    Variable     Fixed    Variable    Fixed     Loans       Total
       -----         --------     -----    --------     -----    --------    -----     -----       -----
                                               (dollars in millions)
<S>                 <C>          <C>       <C>          <C>      <C>        <C>       <C>          <C>
California                 $ 80        $ 4         $7         $1         $8        $0      $100         59.2%
New York                     21          2          0          0          0         0        23         13.6
New Jersey                    1          5          0          2          0         0         8          4.7
Hawaii                        6          1          0          0          0         0         7          4.1
Ohio                          2          2          0          2          0         0         6          3.6
Florida                       3          2          0          0          0         0         5          2.9
Illinois                      2          1          1          0          0         0         4          2.4
Connecticut                   2          0          0          0          0         0         2          1.2
Other states (1)              8          4          0          0          0         2        14          8.3
                        -------      -----        ---         --         --       ---    ------      -------
   Total                   $125        $21         $8         $5         $8        $2      $169        100.0%
                           ====        ===         ==         ==         ==        ==      ====        =====
</TABLE>
------------------

     (1) There are 27 states, Puerto Rico and the District of Columbia, of
which no one state had nonaccrual loans in excess of 1% of the total.

     At December 31, 1996, First Nationwide's largest non-performing asset was
approximately $5.3 million, and it had approximately five non-performing
assets over $2 million in size with balances averaging approximately $3.2
million. First Nationwide has approximately 1,793 non-performing assets below
$2 million in size, including approximately 1,712 non-performing 1-4 unit
residential assets.

     The following table indicates outstanding balances of troubled debt
restructured loans, net of purchase accounting adjustments, by collateral
type, interest rate type and state concentration as of December 31, 1996:

<TABLE>
<CAPTION>
                                                                                
                          1-4 Unit            5+ Unit          Commercial          Total
                         Residential        Residential         and Other        Troubled
                     ------------------  ----------------- ----------------        Debt         % of
                     Variable     Fixed  Variable    Fixed  Variable   Fixed   Restructured     Total
                     --------     -----  -------     -----  -------    -----   ------------     -----
                                                    (dollars in millions)
<S>                 <C>          <C>     <C>        <C>     <C>       <C>      <C>            <C>
     California          $1        $2       $34        $3     $29       $12         $81         64.8%
     New York            --        --         4        19      --        12          35         28.0
     Missouri            --        --        --         4      --        --           4          3.2
     Other states (1)    --        --        --         4      --         1           5          4.0
                       ----      ----      ----     -----   -----     -----     -------      -------
         Total           $1        $2       $38       $30     $29       $25        $125        100.0%
                         ==        ==       ===       ===     ===       ===        ====        =====
                      ------------------

     (1) There are 2 states of which no one state had troubled debt
restructured loans in excess of 3% of the total.


                                                     Page 112

<PAGE>



     The following table indicates First Nationwide's outstanding balances of
impaired loans, net of purchase accounting adjustments, by collateral type,
interest rate type and state concentration as of December 31, 1996:

</TABLE>
<TABLE>
<CAPTION>

                                              5+ Unit          Commercial
                                            Residential         and Other 
                                         -----------------  ----------------        Total       % of
                                         Variable    Fixed  Variable   Fixed     Impaired       Total
                                         --------    -----   -------   -----     --------       -----
                                                    (dollars in millions)
<S>                                         <C>        <C>    <C>        <C>        <C>        <C>  
     California                             $34        $2     $43        $8         $87        85.5%
     New York                                 4         2       1         1           8         8.2
     New Jersey                              --         2      --        --           2         2.2
     Ohio                                     1         2      --        --           3         2.1
     Other states (1)                        --        --       1         1           2         2.0
                                          -----      ----   -----      ----      ------     -------
         Total                              $39        $8     $45       $10        $102       100.0%
                                            ===        ==     ===       ===        ====       =====
</TABLE>

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

     (1) There are 2 states of which no one state had impaired loans in excess
of 2% of the total.

     A summary of the activity in First Nationwide's allowance for loan losses
by loan type is as follows for the years ended December 31, 1996 and 1995:

<TABLE>
<CAPTION>
                                                              5+ Unit
                                                            Residential
                                           1-4 Unit       and Commercial      Consumer
                                          Residential       Real Estate       and Other          Total
                                          -----------       -----------       ---------          -----
                                                                 (in millions)
<S>                                          <C>              <C>               <C>              <C> 
     Balance - December 31, 1994             $111             $ 83              $  9             $203
         Provision for loan losses             31                3                 3               37
         Charge-offs                          (27)               (1)               (5)             (33)
         Recoveries                             1               --                 2                3
                                          -------          -------             -----          -------
     Balance - December 31, 1995             $116             $ 85              $  9             $210
         Purchases, net                         6               32                 1               39
         Provision for loan losses             34                2                 4               40
         Charge-offs                          (35)              (4)               (6)             (45)
         Recoveries                             2               --                 1                3
                                          -------           ------              ----          -------
     Balance - December 31, 1996             $123             $115               $ 9             $247
                                             ====             ====               ===             ====

     Ratio of allowance for loan losses to non-performing loans:
              December 31, 1994              83.5%            188.6%            225.0%          112.2%
                                             ====             =====             =====           =====
              December 31, 1995              85.3%            265.6%            300.0%          122.8%
                                             ====             =====             =====           =====
              December 31, 1996              83.9%            503.2%            280.9%          143.2%
                                             ====             =====             =====           =====
</TABLE>

     For additional discussion on the non-performing assets of the Company,
"Business--Parent Holdings--Non- performing Assets."


                                   Page 113

<PAGE>



MORTGAGE BANKING OPERATIONS

     The Company, through First Nationwide and FNMC, has significantly
expanded and enhanced the efficiency of its mortgage banking operations. With
the consummation of the LMUSA 1996 Purchase on January 31, 1996 and the
acquisition of the single-family loan servicing portfolio in the SFFed and
Home Federal Acquisitions, other acquisitions and the originated servicing,
the single-family residential loans serviced for others totalled $43.1 billion
at December 31, 1996, an increase of $16.1 billion from December 31, 1995.
During 1996, First Nationwide, through FNMC, originated and sold (generally
with servicing retained) single-family residential loans totalling
approximately $4.8 billion and $5.2 billion, respectively. Gross revenues from
mortgage loan servicing activities for 1996 totalled $155.4 million, an
increase of $61.6 million from the year ended December 31, 1995.

     In accounting for its mortgage loan sales prior to April, 1995, a gain or
loss was recognized based on the sum of three components: (i) the difference
between the cash proceeds of the loan sales and the carrying value of the
loans; (ii) the "excess servicing," if any; less (iii) provisions for
estimated losses to be incurred from limited recourse obligations, if any.
Excess servicing results in a capitalized asset that is amortized as an offset
to servicing fee income using the interest method over the estimated remaining
lives of the loans sold.

     Effective April 1, 1995, the Company adopted SFAS No. 122, which requires
that, when a mortgage loan is sold and servicing rights are retained, a
portion of the cost of originating a mortgage loan be allocated to the
mortgage servicing rights based on its fair market value. This cost of
originating the loan is capitalized and amortized over the period of estimated
future net servicing income. The net gains on sales of single-family mortgage
loans during the year ended December 31, 1996 totalled $10.3 million and
included amounts related to the capitalization of originated and excess
mortgage servicing rights of $81.0 million.

     The following is a summary of activity in mortgage servicing rights
purchased ("Purchased"), originated ("Originated") and excess servicing fees
receivable ("Excess") for the year ended December 31, 1996 (in thousands):

<TABLE>
<CAPTION>

                                                                                          MSR
                                       Purchased       Originated        Excess          Hedge             Total
                                       ---------       ----------        ------          -----             -----

<S>                                         <C>              <C>            <C>         <C>               <C>     
Balance at December 31, 1995                $223,749         $16,370        $  1,236    $       --        $241,355
  Additions                                  188,510          70,622          10,406         3,780         273,318
  Amortization                               (84,499)         (4,944)         (1,263)         (275)        (90,981)
  Impairment                                      --              --              --            --              --
                                            --------         -------         -------        ------        --------
Balance at December 31, 1996                $327,760         $82,048         $10,379        $3,505        $423,692
                                            ========         =======         =======        ======        ========
</TABLE>

     No allowance for loss due to impairment of mortgage servicing rights was
necessary at December 31, 1996.

CAPITAL RESOURCES

     OTS capital regulations require savings banks to satisfy three minimum
capital requirements: tangible capital, core (leverage) capital and risk-based
capital. In general, an institution's tangible capital, which must be at least
1.5% of adjusted total assets, is the sum of common stockholders' equity
(including retained earnings), noncumulative perpetual preferred stock and
minority interest in equity accounts of fully consolidated subsidiaries, less
disallowed intangibles. An institution's ratio of core capital to adjusted
total assets (the "core capital ratio") must be at least 3%. Core capital
generally is the sum of tangible capital plus certain qualifying intangibles.
Under the risk-based capital requirement, a savings bank must have total
capital (core capital plus supplementary capital) equal to at least 8% of
risk-weighted assets (which equals assets plus the credit risk equivalent of
certain off-balance sheet items, each multiplied by the appropriate risk
weight). Supplementary capital, which may not exceed 100% of core capital for
purposes of the risk- based requirements, includes, among other things,
certain permanent capital instruments such as qualifying cumulative perpetual
preferred stock, as well as some forms of term capital instruments, such as
qualifying subordinated debt. The capital requirements are viewed as minimum
standards by the OTS, and most institutions are expected to maintain capital
levels well above the minimum. In addition, the OTS regulations provide that
minimum capital levels higher

                                   Page 114

<PAGE>



than those provided in the regulations may be established by the OTS for
individual savings associations, depending upon their particular
circumstances. The Bank is not subject to any such individual minimum
regulatory capital requirement. These capital requirements are applicable to
the Bank but not to Parent Holdings. See "Regulation--Regulation of the
Bank--Regulatory Capital Requirements."

     At December 31, 1996, First Nationwide's total regulatory capital levels
exceeded the minimum regulatory capital requirements, with tangible, core and
risk-based capital ratios of 7.17%, 7.17% and 13.62%, respectively. The
following is a reconciliation of First Nationwide's stockholders' equity to
regulatory capital as of December 31, 1996:
<TABLE>
<CAPTION>

                                                        Tangible           Core             Risk-based
                                                         Capital          Capital             Capital
                                                        --------          --------            --------
                                                                   (dollars in thousands)
<S>                                                   <C>                 <C>               <C>       
     Stockholders' equity of First Nationwide         $1,463,862          $1,463,862        $1,463,862
     Unrealized holding gain on securities
         available for sale, net                         (46,219)            (46,219)          (46,219)
     Non-qualifying loan-servicing rights                (42,369)            (42,369)          (42,369)
     Non-allowable capital:
         Intangible assets                              (140,564)           (140,564)         (140,564)
         Investment in subsidiaries                       (6,001)             (6,001)           (6,001)
         Excess deferred tax asset                       (68,000)            (68,000)          (68,000)
     Supplemental capital:
         Qualifying subordinated debt debentures              --                  --            89,907
         General loan loss reserves                           --                  --           127,708
     Assets required to be deducted:
         Land loans with more than
              80% LTV ratio                                   --                  --            (2,882)
                                                      ----------          ----------         ---------
     Regulatory capital of First Nationwide            1,160,709           1,160,709         1,375,442
     Minimum regulatory capital requirement              242,828             485,655             807,791
                                                      ----------          ----------         -----------
     Excess above minimum capital requirement         $  917,881          $  675,054          $  567,651
                                                      ==========           ==========         ==========
</TABLE>
<TABLE>
<CAPTION>

                                                       Tangible           Leverage          Risk-based
                                                        Capital            Capital            Capital
                                                         Ratio              Ratio              Ratio
                                                         -----              -----              -----

<S>                                                      <C>                <C>                <C>   
     Regulatory capital of First Nationwide              7.17%              7.17%              13.62%
     Minimum regulatory capital requirement              1.50%              3.00%               8.00%
                                                         ----               ----              ------
     Excess above minimum capital requirement            5.67%              4.17%               5.62%
                                                         ====               ====              ======
</TABLE>

     The amount of adjusted total assets used for the tangible and core
capital ratios is $16.2 billion. Risk-weighted assets used for the risk-based
capital ratios amounted to $10.1 billion.

     The Bank is also subject to the provisions of the FDICIA, which, among
other things, define specific capital categories based on an institution's
capital ratios. The capital categories, in declining order, are "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," and "critically undercapitalized." Institutions categorized
as "undercapitalized" or worse are subject to certain restrictions, including
the requirement to file a capital plan with the OTS, prohibitions on the
payment of dividends and management fees, restrictions on executive
compensation, and increased supervisory monitoring, among other things. Other
restrictions may be imposed on the institution either by the OTS or by the
FDIC, including requirements to raise additional capital, sell assets, or sell
the entire institution. Once an institution becomes "critically
undercapitalized" it is generally placed in receivership or conservatorship
within 90 days.



                                   Page 115

<PAGE>



     To be considered "well capitalized," a savings institution must generally
have a core capital ratio of at least 5%, a Tier 1 (core capital) risk-based
capital ratio of at least 6%, and a total risk-based capital ratio of at least
10%. An institution is deemed to be "critically undercapitalized" if it has a
tangible equity ratio of 2% or less. At December 31, 1996, First Nationwide's
core capital, Tier 1 (core capital) risk-based and total risk-based capital
ratios were sufficient for it to be considered "well capitalized":
<TABLE>
<CAPTION>

                                                                                    Risk-based
                                                             Core Capital    Tier 1     Total Capital
                                                             ------------    ------     -------------
<S>                                                              <C>          <C>          <C>   
     Regulatory capital of First Nationwide                      7.17%        11.50%       13.62%
     "Well capitalized" ratio                                    5.00          6.00        10.00
                                                                 ----        ------        -----
     Excess above "well capitalized" ratio                       2.17%         5.50%        3.62%
                                                                 ====          ====         ====
</TABLE>

         First Nationwide remained a "well capitalized" institution after
consummation of the Branch Sales, the SFFed Acquisition, the LMUSA 1996
Purchase and the Home Federal Acquisition. On February 1, 1996, FN Holdings
contributed the net proceeds from the issuance of additional subordinated
notes totalling approximately $133 million as additional paid in capital of
First Nationwide, further strengthening First Nationwide's regulatory capital
ratios.

         OTS capital regulations allow a savings bank to include a net
deferred tax asset under SFAS No. 109 in regulatory capital, subject to
certain limitations. To the extent that the realization of a deferred tax
asset depends on a savings bank's future taxable income, such deferred tax
asset is limited for regulatory capital purposes to the lesser of the amount
that can be realized within one year or 10 percent of core capital. As of
December 31, 1994, First Nationwide recorded a valuation adjustment for 100%
of First Nationwide's net deferred tax asset because at that time, it was not
more likely than not that such deferred tax asset would be realized.

         Based on a favorable earnings trend since the consummation of the FN
Acquisition and future earnings expectations, management changed its judgment
about the realizability of First Nationwide's net deferred tax assets and
recognized a deferred tax benefit of $69 million in the fourth quarter of 1995
and an additional $125 million in the second quarter of 1996. At December 31,
1996, $68 million of the net tax benefit was determined to be attributable to
the amount of taxable income that may be realized in periods beyond one year.
Accordingly, such amount has been excluded from regulatory capital at December
31, 1996.




                                   Page 116

<PAGE>



CAL FED AND CALIFORNIA FEDERAL

OVERVIEW

    California Federal maintained 119 full service branches in California and
Nevada and was one of the largest savings associations in the United States
with assets of $14.1 billion at December 31, 1996. California Federal offered
a broad range of consumer financial services including demand and term
deposits, mortgage, consumer and small business loans, and insurance and
investment products.

    During 1996, California Federal was a wholly-owned subsidiary of Cal Fed,
a unitary savings and loan holding company whose only significant asset was
all of the common stock of the common stock of California Federal. On July 29,
1996, Cal Fed announced that it had entered into a definitive merger agreement
with FN Holdings. During the fourth quarter of 1996, the Merger Agreement was
approved by Cal Fed's stockholders and by regulatory authorities. The merger
closed on January 3, 1997, at which time Cal Fed was liquidated. As such, the
following discussion relates to California Federal.

    During the third quarter of 1996, federal legislation was enacted, which,
among other things, was designed to fund the Savings Association Insurance
Fund through the Special SAIF Assessment for SAIF members, such as California
Federal. The one-time special assessment was based on California Federal's
deposits as of March 31, 1995 at an assessment rate of 65.7 basis points.
During the third quarter of 1996, California Federal accrued $58.1 million for
the one-time special assessment, which was paid during the fourth quarter of
1996.

    The following is a summary of California Federal's financial highlights
for the periods indicated:

<TABLE>
<CAPTION>

                                                          For the Year Ended December 31,
                                                 -------------------------------------------------
                                                      1996              1995             1994
                                                      ----              ----             ----
                                                   (dollars in millions, except per share data)
<S>                                                     <C>               <C>             <C>      
Net interest income before provision for loan losses    $   347.5         $   311.9       $   341.6
Provisions for losses on loans and operations of
  real estate held for sale                                  49.8              39.8           120.8
General and administrative expenses                         257.7             241.9           290.3
Net earnings (loss)                                         116.4              93.6          (423.1)
Earnings (loss) available for common shareholder             93.0              68.0          (440.0)
Loan originations                                         1,922.0           1,768.4         2,545.3
Loan purchases                                              805.9             578.2           229.2
Interest rate spread                                         2.21%             2.00%           2.23%
Net interest rate margin                                     2.48%             2.23%           2.34%
General and administrative expenses as a percentage
  of average assets (a)                                      1.81%             1.70%           1.97%
Operating efficiency ratio                                  55.56%            64.87%          71.20%
Return on average assets                                     0.82%             0.66%         (2.87)%
Return on average equity                                    13.29%            11.10%        (50.10)%
</TABLE>
-------------
(a)  The computation excludes the $58.1 million Special SAIF Assessment for 
     1996.

    California Federal's earnings available to common shareholder totaled
$93.0 million for the year ended December 31, 1996 compared to earnings
available to common shareholder of $68.0 million for the year ended December
31, 1995. Excluding the effect of the Special SAIF Assessment, California
Federal's earnings available to common shareholder for the year ended December
31, 1996 would have been $151.1 million.

    Net interest income was $347.5 million during 1996, compared to $311.9
million during 1995. The increase in the level of net interest income was the
result of an improvement in California Federal's net interest rate spread,
which resulted primarily from a decrease in the cost of interest-bearing
liabilities.

                                   Page 117

<PAGE>




    The following table presents the primary composition of California
Federal's gross income for the periods presented:


<TABLE>
<CAPTION>

                                                     Year ended December 31,
                            --------------------------------------------------------------------------
                                     1996                     1995                      1994
                                     ----                     ----                      ----
                                                      (dollars in millions)
<S>                           <C>             <C>       <C>           <C>        <C>
Total interest income          $1,015.3       89.4%      $1,008.0       94.1%     $   908.1      81.9%
Total other income                120.1        10.6          63.5        5.9          201.2       18.1
                               --------       -----     ---------      ------     ---------     ------
          Total gross income   $1,135.4       100.0%     $1,071.5      100.0%      $1,109.3      100.0%
                               ========       =====      ========      =====       ========      =====
</TABLE>


    California Federal's gross income was primarily derived from interest
earned on loans, mortgage-backed securities, investment securities and other
assets that earn interest ("interest-earning assets"). Further details of the
changes in California Federal's interest income are discussed below. Other
income is primarily comprised of fees and gains from the sale of assets. In
1994, other income also includes the nonrecurring gain from the sale of
California Federal's Southeast Division.

    The following table compares California Federal's financial condition,
asset quality and capital position as of the dates indicated:


<TABLE>
<CAPTION>

                                                               Year ended December 31,
                                                  --------------------------------------------------
                                                       1996             1995              1994
                                                       ----             ----              ----
                                                     (dollars in millions, except per share data)
<S>                                                     <C>               <C>               <C>      
Total assets                                            $14,098.4         $14,320.6         $14,182.4
Interest-earning assets                                  13,623.9          13,755.0          13,520.0
Deposits                                                  8,918.7           9,476.7           8,360.9
Borrowings                                                4,146.7           3,786.4           4,818.8
Total shareholder's equity                                  864.9             887.5             798.3
Ratio of NPAs to total assets                                 1.02%             1.62%             1.57%
Number of depository branches                               119               125               119
Shareholder's equity as a percentage of total
  assets                                                      6.13%             6.20%             5.63%
Tangible capital ratio                                        5.85%             5.91%             5.60%
Core capital ratio                                            5.85%             5.91%             5.60%
Risk-based capital ratio                                     12.01%            12.36%            12.45%
Tier 1 risk-based capital ratio                              10.56%            10.90%            10.77%
</TABLE>

     During the second quarter of 1996, California Federal called for
redemption all of the 3,740,000 outstanding shares of its 7 3/4% Noncumulative
Convertible Preferred Stock, Series A (the "Preferred Stock, Series A").
Except for the conversion of 18,820 shares into 23,336 shares of Cal Fed's
common stock, all shares of the Preferred Stock, Series A were redeemed
effective June 14, 1996 at a redemption price of $25.00 per share, plus a
dividend of $0.398264 per share.

     During the second quarter of 1996, California Federal sold six branches
located in San Diego County, with deposits totaling approximately $380
million. The sale of the branches resulted in a net gain of $12.0 million. The
gain is included in "other income" on California Federal's Consolidated
Statements of Operations. Also during 1996, California Federal acquired one
branch office and $17.0 million in deposits of First Citizens Bank. During
1995, California Federal acquired three branch offices and $138.6 million in
deposits of Pacific Heritage Bank and six branch offices and $359.4 million in
deposits of Continental Savings of America.


                                   Page 118

<PAGE>



    During 1995, California Federal made a non-taxable distribution of
Litigation Interests to its common shareholders. The Litigation Interests
represent a right to receive a portion of the net cash proceeds, if any,
resulting from California Federal's pending goodwill lawsuit against the
Federal government. The Litigation Interests trade on the Nasdaq Small Cap
Market under the symbol "CALGZ."

NET INTEREST INCOME

    Net interest income is the difference between interest income earned from
interest-earning assets and interest expense paid on savings deposits and
borrowings.

    Net interest income totaled $347.5 million for the year ended December 31,
1996, compared to $311.9 million and $341.6 million for 1995 and 1994,
respectively. Net interest income is affected by (i) the average volume and
repricing characteristics of California Federal's interest-earning assets and
interest-bearing liabilities, (ii) the level and volatility of market interest
rates and (iii) the performance of California Federal's loan portfolio and
investments. Net interest income also depends upon the excess of yields earned
on interest-earning assets over rates paid on interest-bearing liabilities
("interest rate spread").

    The following table presents the primary determinants of California
Federal's net interest income for the periods presented:



<TABLE>
<CAPTION>

                                                               Year Ended December 31,
                                                      -----------------------------------------------
                                                              1996           1995             1994
                                                              ----           ----             ----
                                                                (dollars in millions)
<S>                                                       <C>            <C>              <C>      
Average interest-earning assets                           $13,987.0      $13,989.6        $14,624.5
Less: Average non-performing loans (a)                        173.8          184.3            387.4
                                                          ---------      ---------        ---------
Average performing interest-earning assets                 13,813.2       13,805.3         14,237.1
Less: Average interest-bearing liabilities                 13,200.6       13,347.6         14,217.7
                                                          ---------      ---------        ---------
Average performing interest-earning assets over
   average interest-bearing liabilities                   $   612.6       $  457.7        $    19.4
                                                          =========       ========        =========
Yield earned on average interest-earning assets                7.26%          7.21%            6.21%
Rate paid on average interest-bearing liabilities              5.05           5.21             3.98
                                                          ---------      ---------        ---------
Net interest rate spread                                       2.21%          2.00%            2.23%
                                                          =========       ========        =========
Net interest rate margin                                       2.48%          2.23%            2.34%
                                                          =========       ========        =========
 Total interest income                                    $ 1,015.3     $  1,008.0         $  908.1
Total interest expense                                        667.8          696.1            566.5
                                                          ---------      ---------        ---------
Net interest income                                       $   347.5     $    311.9         $  341.6
                                                          =========       ========        =========
</TABLE>
----------
     (a) Average non-performing loans ("NPLs") include non-accrual and 
restructured loans.

     As indicated in the table above, net interest income increased by $35.6
million for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. The increase in net interest income was primarily due to an
increase in both the average yield earned and balance of interest-earning
assets and a decrease in both the rate paid and balance of average
interest-bearing liabilities. Net interest income decreased $29.7 million for
the year ended December 31, 1995 compared to the year ended December 31, 1994.
During 1994 and continuing into the first half of 1995, short-term market
rates, offering rates on deposits, LIBOR rates and the Eleventh District Cost
of Funds Index ("COFI") increased. The increase in rates resulted in increased
costs of deposits and borrowings and to a lesser extent, increased yields on
loans and investments. California Federal, and most of its competitors in its
deposit markets, raised interest rates on deposits during 1994 and throughout
most of 1995 in order to keep them an attractive investment vehicle for
consumers relative to other investment alternatives. Additionally, a
substantial amount of California Federal's borrowings bore interest that was
based on the 1 month LIBOR index. Because LIBOR increased significantly
between 1993 and 1995, the cost of California Federal's borrowings also
increased. During the second half of 1995 the cost of funds began to
stabilize; however, the yield on California Federal's interest-earning assets
increased due to the lagging effect of the repricing characteristics of
California Federal's adjustable rate loans and mortgage-backed securities. The

                                   Page 119

<PAGE>



lagging repricing of California Federal's adjustable rate loans and
mortgage-backed securities ("MBS") led to an improvement in California
Federal's interest rate spread at December 31, 1995 as compared to December
31, 1994.

     California Federal's deposits were its primary funding source. Deposits
generally tended to reprice on a comparable basis with similar term U.S.
treasury securities and other market rates. The pricing of deposits was based
upon competitive demand and the desirability of increasing or decreasing
California Federal's level of deposits.

     Approximately 56% of California Federal's loans receivable and MBS earned
interest based upon the movement of COFI. Changes in the COFI have
historically lagged other indices and market rates. Additionally, the extent
to which loans and mortgage-backed securities could reprice upward may have
been limited by contractual terms that restricted the frequency of repricing
and periodic interest rate adjustment caps ("periodic caps").


                                   Page 120

<PAGE>



     The following table shows Consolidated Average Balance Sheets for
California Federal for the periods indicated as well as interest income and
expense and average rates earned and paid on each major category of
interest-earning assets and interest-bearing liabilities. Average balances
were predominantly calculated on a daily basis. When information was not
available for calculations to be made on a daily basis, average balances were
calculated on a weekly or monthly basis from the best available data. The
interest rate spread was calculated as the average rate earned on total
interest-earning assets less the average rate paid on total interest-bearing
liabilities.
<TABLE>
<CAPTION>

                                                                        Year ended December 31,
                                 -------------------------------------------------------------------------------------------------
                                                    1996                            1995                             1994
                                                   ------                          ------                           -----
                                       Average                Average   Average               Average   Average            Average
                                      Balance     Interest     Rate     Balance    Interest     Rate    Balance  Interest    Rate
                                      -------     --------    -------   -------    -------     ----     -------   -------    ----
                                                                           (dollars in millions)
<S>                                     <C>       <C>        <C>        <C>      <C>         <C>       <C>         <C>     <C>
ASSETS
  Interest-earning assets:
  Certificates of deposit               $     58   $    3       5.1%     $  65    $    4       6.1%     $   64     $    2     3.13%
  Federal funds sold                          32        2      6.25        155         9       5.81        470         20     4.26
  Investment securities (a)                1,872      103      5.50      2,055       119       5.79      2,590        121     4.67
  Mortgage-backed securities               2,137      144      6.73      2,539       169       6.66      2,390        134     5.61
  Loans receivable (b)                     9,888      763      7.72      9,175       707       7.71      9,111        631     6.92
                                         -------                        ------    ------               -------  
Total interest-earning assets             13,987    1,015      7.26%    13,989     1,008       7.21%    14,625        908     6.21%
                                         -------                        ------    ------               -------  
All other assets                             264                           361                             605
                                         -------                       -------                         -------
        Total assets                     $14,251                       $14,350                         $15,230
                                         =======                       =======                         =======
LIABILITIES AND SHAREHOLDER'S EQUITY                                                                  
Interest-bearing liabilities:                                                                         
  Deposits                              $  9,049   $  431      4.76   $  9,274    $  442       4.77    $10,616       $391     3.68
  Borrowings:                                                                                         
    FHLB advances                          2,909      166      5.71      2,453       154       6.28      1,644         83     5.05
    Securities sold under agreements to                                                               
       repurchase                          1,043       56      5.37      1,099        65       5.91      1,524         69     4.52
     Long-term borrowings                    200       15      7.50        522        35       6.71        434         24     5.53
                                        --------  -------             --------  --------              --------     ------
        Total borrowings                   4,152      237      5.71      4,074       254       6.24      3,602        176     4.88
                                        --------  -------             --------  --------              --------      -----
Total interest-bearing liabilities        13,201      668      5.05     13,348       696       5.21%    14,218        567     3.98%
                                        --------  -------             --------  --------              --------      -----
All other liabilities                        196                           162                             203
Shareholder's equity                         854                           840                             809
                                        --------                      --------                        --------
        Total liabilities and                                                                         
          shareholder's equity           $14,251                       $14,350                         $15,230
                                         =======                       =======                         =======
Net Interest Income                                $  347                         $  312                             $341
                                                   ======                        =======                             ====
Interest Rate Spread                                           2.21%                           2.00%                          2.23%
                                                               ====                            ====                           ====
Net Margin on Average Interest-                                                                       
  Earning Assets                                               2.48%                           2.23%                          2.34%
                                                               ====                            ====                           ====
</TABLE>
 ----------                                                        
                                                                       
     (a) Includes securities purchased under agreements to resell, securities
available for sale and other securities.

     (b) Non-accrual loans, past due loans and restructured loans are included
in the applicable loan categories of this table.



                                   Page 121

<PAGE>



     The table below shows the portion of the change in net interest income
between 1996 and 1995 as well as 1995 versus 1994 which was due to changes in
average balances outstanding and to average rates earned and paid on balances.
The amount of the change due to an increase or decrease in average balances
was calculated as the change in average balances multiplied by the average
rate from the preceding year. The amount of the change due to an increase or
decrease in average rates was calculated as the change in average rates
multiplied by the average balance in the preceding year. Any remaining change
was allocated to the above two categories on a pro-rata basis.

<TABLE>
<CAPTION>

                                                                    Year ended December 31,
                                      -------------------------------------------------------------------------------
                                                   1996 vs. 1995                           1995 vs. 1994
                                                  ---------------                         --------------
                                                 Amount of Increase                      Amount of Increase
                                           (Decrease) Due to Changes In:           (Decrease) Due to Changes In:
                                      -----------------------------------      ---------------------------------------
                                        Average      Average                    Average       Average
                                        Balance        Rate         Total       Balance        Rate         Total
                                        -------      -------        -----       -------       --------      -----   
                                                                        (in millions)
<S>                                      <C>           <C>            <C>          <C>          <C>           <C>
Interest-earning assets:
  Certificates of deposit                   $  (1)        $  --        $  (1)       $   --        $    1       $    1
  Federal funds sold                           (8)            1           (7)         (26)            15          (11)
  Investment securities (a)                   (10)          (6)          (16)          (7)             5           (2)
  Mortgage-backed securities                  (29)            4          (25)           9             26           35
  Loans receivable (b)                          52            4           56            3             74           77
                                              ----         ----          ----       -----          -----       ------
Total interest-earning assets                    4            3             7         (21)           121          100
                                              ----         ----          ----       -----          -----        -----
Interest-bearing liabilities:
  Deposits                                     (8)          (3)          (11)         (29)            80           51
  Borrowings:
     FHLB advances                             23          (11)           12           47             24           71
     Securities sold under 
       agreements to repurchase                (3)          (6)           (9)         (31)            27           (4)
     Long-term borrowings                     (26)           6           (20)           6              6           12
                                             ----          ---           ---         ----          ----          ----
          Total borrowings                     (6)         (11)          (17)          22             57           79
                                             ----          ---           ---         ----          -----         ----
Total interest-bearing liabilities            (14)         (15)          (29)          (7)           137          130
                                             ----          ---           ---         ----          -----        -----
Change in Net Interest Income                  $18         $18           $36         $(14)         $ (16)       $ (30)
                                               ===         ===           ===         ====          =====        =====
</TABLE>
--------------
(a)  Includes securities purchased under agreements to resell, securities 
     available for sale and other investment securities.
(b)  Includes loans held for sale.

     The decreases in average balances of interest-earning assets and
  interest-bearing liabilities for 1995 compared to 1994 resulted primarily
  from the sale of interest-earning assets included with the 1994 Bulk Sales
  and the reduction of deposits from the sale of the Southeast Division.

     During 1996 compared to 1995, decreases in both the average balances and
  rates paid on interest-bearing liabilities resulted in an improvement in
  California Federal's interest rate spread and net interest income. The
  decrease in average balances of interest-bearing liabilities during 1996
  compared to 1995 was primarily the result of decreases in deposits and
  long-term borrowings.

     During 1995 compared to 1994, increases in market rates improved the
  yield earned on California Federal's interest-earning assets, however, such
  improvements were exceeded by increases in the cost of interest-bearing
  liabilities, resulting in a negative impact on California Federal's interest
  rate spread and net interest income.


                                   Page 122

<PAGE>



     The table below presents California Federal's loans and mortgage-backed
  securities and the various indices which dictate their repricing:
<TABLE>
<CAPTION>


                                                           Year ended December 31,
                                        -----------------------------------------------------------
                                                    1996                          1995
                                                   ------                        -----

                                                        Mortgage-                       Mortgage-
                                                          backed                         backed
                                            Loans       Securities (a)    Loans       Securities (a)
                                            -----       -------------     -----       -------------
                                                                (in millions)
<S>                                       <C>              <C>              <C>           <C> 
  Adjustable Rates:
    COFI                                    $ 5,873.6      $   952.0        $5,511.4        $1,081.4
    Treasury                                  2,573.3          836.0         2,612.1         1,063.8
    Prime rate                                  144.7            --            142.5              --
    Other adjustable                             23.3            --             28.7              --
                                            ---------      ---------        --------        --------
                                              8,614.9        1,788.0         8,294.7         2,145.2
                                             ---------      ---------        --------        --------
 Fixed Rates:
    Fixed                                       523.7           46.5           559.4           222.0
    Fixed for 3-5 years converting to ARM     1,120.1          129.9           625.4              --
                                             ---------      ---------        --------        --------
                                              1,643.8          176.4         1,184.8           222.0
                                            ---------      ---------        --------        --------
                                             10,258.7        1,964.4         9,479.5         2,367.2
                                            ---------      ---------        --------        --------
 Deferred costs (fees), discounts and other
  items,
    items, net                                   22.5           (0.5)            5.1            (0.5)
  Allowance for loan losses                    (173.1)            --          (181.0)             --
                                            ---------      ---------        --------        --------
                                            $10,108.1       $1,963.9        $9,303.6        $2,366.7
                                            =========       ========        ========        ========
</TABLE>
-------------
  (a)  Included on the Consolidated Statements of Financial Condition with 
       securities held to maturity.

     During 1996, both short and long-term interest rates increased as
  compared to 1995. In addition, the spread between short-term rates and
  long-term rates increased during 1996 as compared to 1995. However, although
  California Federal's loans and MBS repriced based upon COFI, they included
  characteristics that resulted in a lag between changes in COFI and
  repricing.

     California Federal's deposits were its primary funding source. Deposits
  generally tended to reprice on a comparable basis with similar term U.S.
  Treasury securities and other market rates. During 1994 and continuing
  through the first half of 1995, California Federal increased its offering
  rates on deposits as a result of increases in market rates. The pricing of
  deposits was based upon competitive demand and the desirability of
  increasing or decreasing California Federal's level of deposits. As a result
  of California Federal funding a portion of the sale of the Southeast
  Division with various borrowings, California Federal's level of borrowings
  was a more significant source of funding during 1994 than in 1995. During
  1994 and the first half of 1995, the indices that contractually affected the
  cost of California Federal's borrowings increased. This contributed to the
  increase in California Federal's cost of funds during 1995 as compared to
  1994. During 1995, California Federal reduced the level of its borrowings by
  obtaining additional time deposits, primarily certificates of deposit, with
  maturities of less than two years.


                                   Page 123

<PAGE>



         ASSET/LIABILITY MANAGEMENT

    To the extent that yields earned on assets respond to changes in market
  interest rates differently than rates paid on liabilities, earnings will be
  sensitive to changes in market interest rates. The objective of California
  Federal's interest rate risk management was to maintain a balance between
  stable income growth and its exposure to potential earnings fluctuations
  resulting from differences in the amount of interest-earning assets and
  interest-bearing liabilities maturing or repricing in different time periods
  ("interest rate sensitivity"). California Federal controlled its interest
  rate sensitivity through a variety of methods including originating loans
  that repriced monthly or semi-annually and the use of interest rate exchange
  agreements. Adjustable rate loans have interest rates that repriced
  periodically based upon changes in COFI, the one year Treasury constant
  maturity index (the "CMT") and other indices. However, such repricing
  characteristics are subject to periodic caps. Additionally, many of
  California Federal's adjustable loans repriced at periodic intervals. The
  contractual limitation of the adjustment period and periodic caps had a
  negative impact on earnings during periods of increasing market rates.

    California Federal's use of derivative financial instruments was limited
  to interest rate exchange agreements. California Federal utilized interest
  rate exchange agreements as an integral part of its asset/liability
  management program.

     On a quarterly basis, California Federal simulated the level of net
  interest income expected to be earned over a twelve month period following
  the date of the simulation. The simulation was based on a projection of
  market interest rates at varying levels, and estimated the impact of such
  market rates on the levels of interest-earning assets and interest-bearing
  liabilities during the measurement period. Also, any periodic or lifetime
  caps that contractually limited the repricing of any interest earning asset
  were considered.

     Based upon the outcome of the simulation analysis, California Federal
  considered the use of interest rate exchange agreements as a means of
  reducing the volatility of projected net interest income within certain
  ranges of projected changes in interest rates. California Federal evaluated
  the effectiveness of entering into any interest rate exchange agreements by
  measuring the cost of such agreements in relation to the reduction in net
  interest income volatility within an assumed range of interest rates.

     California Federal historically used interest rate swaps and floors as a
  means of controlling the potential negative impact on net interest income
  from potential changes in interest rates. California Federal was a party to
  interest rate swap agreements in the notional amounts of $2.1 billion, $2.4
  billion and $541.5 million at December 31, 1996, 1995 and 1994,
  respectively. California Federal was a party to notional amounts of $100.0
  million, $100.0 million and $150.0 million of interest rate floor agreements
  at December 31, 1996, 1995 and 1994, respectively. The net impact to net
  earnings as a result of the interest rate swaps and floors was to increase
  net earnings by $1.5 million for the year ended December 31, 1996.

     During 1995, $1.6 billion of California Federal's FHLB advances, utilized
  as a funding source for the sale of the Southeast Division, matured and $0.3
  billion matured in January 1996. Those borrowings bore an interest rate
  based upon the 1 month LIBOR plus 0.27%. When those borrowings matured, the
  FHLB offered to renew them. In order to reduce the cost of those borrowings,
  California Federal entered into an interest rate swap agreement which
  reduced the cost of the advances to approximately the one month LIBOR plus
  0.20%. The notional amount of the swaps totalled $1.5 billion at December
  31, 1995 and $1.8 billion at December 31, 1996, and the maturity of the
  swaps was identical to that of the FHLB advances.

     California Federal also monitored the difference between the amount of
  interest rate sensitive assets and interest rate sensitive liabilities which
  reprice within one year ("one year gap"). At December 31, 1996, the one year
  gap as a percentage of total interest-earning assets was positive 2.16% as
  compared to positive 12.0% at December 31, 1995 and negative 0.74% at
  December 31, 1994.


                                   Page 124

 

<PAGE>



     The following table summarizes interest rate sensitive assets and
  liabilities for California Federal (exclusive of subsidiaries) at December
  31, 1996. In preparing the table below, assumptions were made regarding
  estimated prepayments and maturities of mortgage-backed securities and loans.
  These assumptions were based upon California Federal's historical experience
  of maturities and prepayments for similar assets. For all other
  interest-earning assets and interest-bearing liabilities, contractual
  maturities were used. Additionally, California Federal used the inherent
  contractual repricing characteristics of its interest-earning assets and
  interest-bearing liabilities in categorizing the interest rate sensitivity
  period.

<TABLE>
<CAPTION>

                                                          Interest Rate Sensitivity Period
                                         ---------------------------------------------------------------
                                              0 to        91 to        181 to         Over
                                            90 Days      180 Days     365 Days       1 Year     Total
                                            -------      --------     ---------      ------     -----
                                                                 (in millions)
<S>                                        <C>           <C>         <C>          <C>         <C>
Interest-earning assets:
  Short-term investments and investment
    securities                               $ 1,379      $    --     $    --      $     6     $ 1,385
  Mortgage-backed securities                   1,345          514          67           38       1,964
  Loans, net                                   6,524        1,736         942        1,153      10,355
  Impact of hedging                               --           --          --           --          --
                                             -------      -------     -------      -------     -------
          Total interest-earning assets        9,248        2,250       1,009        1,197      13,704
Interest-bearing liabilities:
  Deposits                                     4,746        1,297       2,383          506       8,932
  Borrowings:
     FHLB advances                             2,800           --          --          311       3,111
     Other borrowings                            985           --          --           54       1,039
                                             -------      -------     -------      -------     -------
          Total borrowings                     3,785           --          --          365       4,150
  Impact of hedging                             (300)          --         300           --          --
                                             -------      -------     -------      -------     -------
     Total interest-bearing liabilities        8,231        1,297       2,683          871      13,082
Total interest-earning assets less total
     interest-bearing liabilities            $ 1,017      $   953     $(1,674)     $   326     $   622
                                             =======      =======     =======      =======     =======
Cumulative total interest-earning assets
     less cumulative total interest-bearing
     liabilities as a percentage of total
     interest-earning assets                    7.42%       14.38%       2.16%        4.54%       4.54%

</TABLE>

                                                      Page 125

<PAGE>




PROBLEM AND POTENTIAL PROBLEM ASSETS

     Net interest income is also affected by the composition, quality and type
  of interest-earning assets. California Federal's NPAs totaled $144.2 million
  or 1.02% of total assets at December 31, 1996, as compared to $231.8 million
  or 1.62% of total assets at December 31, 1995 and $223.1 million or 1.57% of
  total assets at December 31, 1994. The average amount of NPLs negatively
  impacted California Federal's interest rate spread by 9, 10 and 18 basis
  points during 1996, 1995 and 1994, respectively.

     The following table presents California Federal's total NPAs by type at
the dates indicated:

<TABLE>
<CAPTION>
                                                         Year ended December 31,
                                    -----------------------------------------------------------------------
                                        1996            1995            1994            1993           1992
                                        ----            ----            ----            ----           ----
                                                          (dollars in millions)
<S>                                 <C>               <C>             <C>            <C>           <C>
             Type
             ----
  Non-accrual loans                    $129.6          $206.3          $178.2          $515.4       $  725.1
  Restructured loans                      3.2             3.3             5.8            16.8           64.2
  Past due loans                          --               --              --              --            3.9
                                       ------          ------          ------          ------        -------
            Total NPLs                  132.8           209.6           184.0           532.2          793.2
  REO, net of allowances                 11.4            22.2            39.1           273.5          432.6
                                       ------          ------          ------          ------       --------
            Total NPAs                 $144.2          $231.8          $223.1          $805.7       $1,225.8
                                       ======          ======          ======          ======       ========
  Performing NPAs (included
    above)                              $25.7           $81.3           $34.5          $156.5       $  310.1
                                        =====
  Performing NPAs as a % of
    total NPAs                         17.8%             35.1%           15.5%           19.4%          25.3%
                                       ====              ====            ====            ====           ====

         Composition
         -----------
  Residential 1-4                      $ 73.8          $122.6          $124.9          $340.4       $  383.5
  Multi-family                           51.7            88.1            61.0           241.4          460.0
  Commercial real estate                 16.8            17.6            35.3           218.0          288.2
  Other                                   1.9             3.5             1.9             5.9           94.1
                                       ------          ------          ------          ------       --------
            Total NPAs                 $144.2          $231.8          $223.1          $805.7       $1,225.8
                                       ======          ======          ======          ======       ========
  NPAs as a percentage of
    total assets                         1.02%           1.62%           1.57%           5.26%          7.11%
                                         ====            ====            ====            =====          ====
</TABLE>

     The 1994 Bulk Sales included the sale of approximately $1.3 billion of
  performing and non-performing assets. Although California Federal recorded a
  $274.8 million loss from the 1994 Bulk Sales, the transactions resulted in a
  $529.1 million reduction of NPAs. However, California Federal's net interest
  income was negatively impacted by the sale of the $822.1 million of
  performing interest-earning assets.


                                    Page 126

<PAGE>



     The table below presents the composition of the assets sold in the 1994
Bulk Sales:

<TABLE>
<CAPTION>
                                                    Non-
                                  Performing      Accrual       Restructured
                                     Loans          Loans          Loans           REO           Total
                                     -----          -----          -----           ---           -----
                                                           (in millions)
<S>                                <C>             <C>           <C>           <C>        <C>
   Residential 1-4                 $  62.4         $121.8           $ --         $ 47.0       $  231.2
   Multi-family                      487.3          183.5            7.6           34.7          713.1
   Other commercial real
     estate                          272.4          113.9            --            20.6          406.9
                                                                    ----         ------       --------
                                    $822.1         $419.2           $7.6         $102.3       $1,351.2
                                    ======         ======           ====         ======       ========

</TABLE>

    Impaired and Potential Problem Loans. California Federal established a
  monitoring system for its loans in order to identify impaired loans,
  potential problem loans and to permit periodic evaluation of impairment and
  the adequacy of allowances for losses in a timely manner. Total loans include
  the following portfolios (i) residential 1-4 loans, (ii) income property
  loans and (iii) consumer loans. In analyzing these loans, California Federal
  had established specific monitoring policies and procedures suitable for the
  relative risk profile and other characteristics of the loans within the
  various portfolios. California Federal's residential 1-4 and consumer loans
  were relatively homogeneous and no single loan was individually significant
  in terms of its size or potential risk of loss. Therefore, California Federal
  generally reviewed its residential 1-4 and consumer portfolios by analyzing
  their performance and the composition of their collateral for the portfolios
  as a whole. All homogenous loans that are 90 days or more delinquent or are
  in foreclosure are automatically placed on non-performing status.
  Additionally, homogenous loans that had a modification of terms were
  individually reviewed to determine if they met the definition of a troubled
  debt restructuring. California Federal stratified its income property loan
  portfolio by size and by type and treated smaller performing multi-family
  loans with outstanding principal balances less than $750,000 and commercial
  real estate loans with balances less than $500,000 as homogenous portfolios.
  For income property loans exceeding the homogenous threshold, California
  Federal conducted a periodic review of each loan in order to test each loan
  for impairment. The frequency and type of review was dependent upon the
  inherent risk attributed to each loan. The level of risk was measured by a
  scale which evaluated each loan on a continuum of multiple grades. The
  frequency and intensity of the loan review was directly proportionate to the
  adversity of the loan grade. California Federal evaluated the risk of default
  and the risk of loss for each loan subject to individual monitoring. Income
  property loans that were below the homogenous threshold were evaluated for
  impairment based upon their payment status and on a pool basis. All loans
  that were determined to be impaired were placed on non-accrual status or were
  designated as troubled debt restructurings.

      Loans on which California Federal ceased the accrual of interest
  ("non-accrual loans") and loans on which various concessions were made due to
  the inability of the borrower to service the obligation under the original
  terms of the agreement ("restructured loans") constituted the primary
  components of the portfolio of NPLs. Loans were generally placed on
  non-accrual status when the payment of interest was 90 days or more
  delinquent, or if the loan was in the process of foreclosure, or earlier if
  the timely collection of interest and/or principal appeared doubtful. In
  addition, California Federal monitored its loan portfolio in order to
  identify performing loans with excessive risk characteristics indicating that
  the collection of principal and interest may not be probable. In the event
  that California Federal believed collection of principal and interest did not
  appear probable, California Federal designated the loan as impaired and
  placed the loan on non-accrual status. California Federal's policy allowed
  for loans to be designated as impaired and placed on non-accrual status even
  though the loan may have been current as to principal and interest payments
  and may have continued to perform in accordance with its contractual terms.
  If a performing loan was placed on non-accrual status, cash collections of
  interest were generally applied as a reduction to the recorded investment of
  the loan.

      California Federal restructured a loan when the borrower or the
  collateral was experiencing financial or operational problems that were
  expected to be relatively short-term in nature with the expectation that the
  borrower and/or the collateral would rebuild cash flow over time.


                                    Page 127

<PAGE>



      The following table summarizes California Federal's gross NPLs by type at
the dates indicated:

<TABLE>
<CAPTION>
                                                     Year ended December 31,
                                   --------------------------------------------------------------------
                                   1996            1995            1994            1993            1992
                                   ----            ----            ----            ----            ----
                                                          (in millions)
<S>                               <C>             <C>            <C>             <C>           <C>
  Non-accrual loans:
    Real estate
       Residential 1-4             $ 62.1         $  99.6         $  97.7          $214.3         $291.5
       Multi-family                  50.5            86.3            55.9           172.4          251.5
                                   ------          ------          ------          ------         ------
    Total residential real
       estate                       112.6           185.9           153.6           386.7          543.0
                                     ----            ----            ----           -----          -----
   Commercial real estate            15.1            16.9            22.7           122.8          117.4
                                   ------          ------          ------          ------         ------
    Total real estate               127.7           202.8           176.3           509.5          660.4
    Commercial banking                --               --              --             2.7           61.1
    Consumer                          1.9             3.5             1.9             3.2            3.6
                                   ------          ------          ------          ------         ------
  Total non-accrual loans          $129.6          $206.3          $178.2          $515.4         $725.1
                                   ======          ======          ======          ======         ======

  Restructured loans:
    Real estate
       Residential 1-4               $1.9            $3.0            $5.8          $  2.9         $   --
       Multi-family                    --             0.3              --            13.9           28.0
                                     ----            ----            ----           -----          -----
    Total residential real
       estate                         1.9             3.3             5.8            16.8           28.0
                                     ----
    Commercial real estate            1.3              --              --              --           10.7
                                     ----            ----            ----           -----          -----
    Total real estate                 3.2             3.3             5.8            16.8           38.7
    Commercial banking                 --              --              --              --           25.5
                                     ----            ----            ----           -----          -----
  Total restructured loans           $3.2            $3.3            $5.8           $16.8          $64.2
                                     ====            ====            ====           =====          =====

  Past due loans:
    Consumer                        $ --            $  --           $  --           $  --           $3.9
                                    ----            -----           -----           -----           ----
  Total past due loans              $ --            $  --           $  --           $  --           $3.9
                                    ====            =====           =====           =====           ====

    Total NPLs                    $132.8           $209.6          $184.0          $532.2         $793.2
                                  ======           ======          ======          ======         ======
</TABLE>

     Changes in the level of non-performing loans were attributable to: (i)
  changes in the level of delinquent loans and (ii) changes in the level of
  performing loans designated as impaired. Performing loans designated as
  impaired typically have one or more of the following attributes: (i) inverted
  LTV ratios, (ii) levels of operating income insufficient to service the
  required loan payments, (iii) collateral requiring maintenance expenses in
  excess of the borrower's capacity or the funds generated by the collateral,
  and/or (iv) other adverse characteristics. The level of performing loans
  designated as impaired may fluctuate given changes to the factors discussed
  above. At December 31, 1996, $25.7 million, or 19.4%, of California Federal's
  NPLs were performing in accordance with their contractual terms. During the
  third quarter of 1996, California Federal sold or accepted a discounted loan
  repayment on $20.3 million of income property loans that were on non-accrual
  status, realizing a charge-off of $4.1 million. Included with the
  nonperforming loans sold or repaid at a discount during the third quarter of
  1996 were $19.0 million of loans that were performing in accordance with
  their contractual terms.


                                    Page 128

<PAGE>



     During the second quarter of 1996, California Federal sold $34.7 million
  of delinquent residential 1-4 loans that had been placed on non-accrual
  status. California Federal realized a loss of $6.6 million from the sale of
  those loans which was recorded as a charge-off to California Federal's
  allowance for loan losses during the second quarter of 1996.

     For the year ended December 31, 1996, additional interest income of $10.3
  million would have been recorded had the non-accrual loans performed in
  accordance with their original terms, compared to $10.6 million and $18.0
  million of additional interest income which would have been recorded for the
  years ended December 31, 1995 and 1994, respectively.

     California Federal designated all impaired loans at December 31, 1996 as
  non-accrual or as troubled debt restructuring. For all impaired loans,
  California Federal evaluated the need for a specific allowance by comparing
  the fair value of the related collateral to the net recorded investment of
  the loan. In the event that the fair value of the related collateral was less
  than the net recorded investment in the loan, California Federal allocated a
  specific allowance equal to the excess of the net recorded investment in the
  loan over the fair value of the related collateral with consideration given
  to holding and selling costs. All uncollected interest relating to impaired
  loans was fully reversed from income. At December 31, 1996, California
  Federal had designated $25.7 million of loans that were performing in
  accordance with their contractual terms as impaired. California Federal
  applied cash collections from impaired loans as a reduction of the loan's
  carrying amount. The average recorded investment in the impaired loans
  measured by individual review was $173.8 million for the year ended December
  31, 1996. During the year ended December 31, 1996, California Federal
  recognized $2.3 million of interest income on restructured loans designated
  as impaired loans.



                                    Page 129

<PAGE>




  PROVISION FOR LOAN LOSSES

     California Federal's provision for loan losses during the year ended
  December 31, 1996 totaled $41.3 million. Comparatively, provisions for loan
  losses totaled $31.8 million during 1995 and $74.9 million during 1994. Loan
  loss provisions during 1996 were recorded to partially replenish the general
  valuation allowance for net charge-offs of $30.5 million. Included in
  charge-offs during 1996 were $6.2 million related to sales and $28.1 million
  related to discounted pay-offs of non-performing loans. Charge-offs on
  residential 1-4 loans totaled $23.9 million during 1996 as compared to $21.7
  million during 1995.

     California Federal's general valuation allowance increased to $161.4
  million at December 31, 1996 from $156.7 million at December 31, 1995, down
  from $177.1 million at December 31, 1994. The total allowance for loan losses
  decreased to $173.1 million at December 31, 1996 from $181.0 million at
  December 31, 1995 and from $211.6 million at December 31, 1994. California
  Federal evaluated the allowance for losses by estimating a range of losses
  inherent in the portfolio. California Federal then performed an evaluation to
  determine what level in the range of inherent losses is most appropriate
  given: (i) the level of non-performing and classified loans, (ii) the
  composition of the loan portfolio, (iii) prevailing and forecast economic
  conditions, (iv) other credit factors, and (v) California Federal's judgment.

     The following table presents the activity in California Federal's specific
  and general allowances for loan losses for the periods presented:

<TABLE>
<CAPTION>
                                                                     Year ended December 31,
                                 -----------------------------------------------------------------------------------------------
                                            1996                             1995                             1994
                                 ----------------------------     ----------------------------     -----------------------------
                                 Specific   General     Total     Specific   General     Total     Specific   General      Total
                                 ---------  -------     -----     --------   -------     -----     --------   -------      -----
                                                                        (in millions)
<S>                              <C>       <C>         <C>       <C>         <C>        <C>        <C>       <C>        <C>
  Balance, beginning of year     $  24.3     $156.7     $181.0    $  34.5     $177.1     $211.6     $ 58.1     $196.2    $  254.3
    Provision for losses             --        41.3       41.3        --        31.8       31.8        --        74.9        74.9
   Allocations to/from general
      allowances                     6.1       (6.1)       --        21.0      (21.0)       --        75.5      (75.5)        --
   Increase in general allowances
      from acquisitions              0.6        --         0.6        --         --         --         --         --          --
    Charge-offs, net               (19.3)     (30.5)     (49.8)     (31.2)     (31.2)     (62.4)     (99.1)     (18.5)     (117.6)
                                 -------     ------     ------    -------     ------     ------     ------     ------    --------
  Balance, end of year           $  11.7     $161.4     $173.1    $  24.3     $156.7     $181.0     $ 34.5     $177.1    $  211.6
                                 =======     ======     ======    =======     ======     ======     ======     ======    ========
</TABLE>
                                                     Page 130

<PAGE>



      The net charge-offs by loan category for the periods presented are
summarized as follows:



                                                   Year ended December 31,
                                             -------------------------------
                                             1996         1995      1994 (a)
                                             ----         ----      --------
                                                   (dollars in millions)
  Real estate:
    Residential 1-4                           $23.9      $21.7      $  18.6
    Income property:
       Multi-family                            16.7       25.0         55.2
       Hotels                                   --         --          11.6
       Office buildings                         2.2        5.1         14.9
       Shopping centers                         --         4.8          0.9
       Other                                    0.4        1.6          5.8
                                              -----      -----       ------
    Total income property                      19.4       36.5         88.4
                                              -----      -----       ------
  Total real estate                            43.3       58.2        107.0
  Commercial banking                            --         --           4.8
  Consumer                                      6.5        4.2          5.8
                                              -----      -----       ------
                                              $49.8      $62.4       $117.6
                                              =====      =====       ======
  As a percentage of average net loans         0.51%      0.69%        1.35%
                                               ====       ====         ====

 ----------

 (a) Includes net charge-offs of $60.4 million on certain assets included 
     in the 1994 Bulk Sales. These allowances were established prior to the
     designation of these assets as "Held for Accelerated Disposition."


         The table below presents certain key ratios for NPLs and the
allowances for loan losses at the dates presented:

<TABLE>
<CAPTION>

                                                                           Year ended December 31,
                                                               ------------------------------------------
                                                               1996               1995               1994
                                                               ----               ----               ----
<S>                                                         <C>                 <C>               <C>
         NPLs as a % of gross loans receivable                 1.29%              2.21%              2.05%
         Total allowances for loan losses as a % of
              NPLs                                           130.35              86.35             115.00
         General allowances as a % of NPLs                   121.54              74.76              96.25
         General allowances as a % of
              gross loans receivable                           1.57               1.65               1.98
         Total allowances for loan losses as
               as a % of  loans receivable                     1.68               1.91               2.36
           Ratio of NPAs to total assets                       1.02               1.62               1.57

</TABLE>
                                    Page 131

<PAGE>



     OTHER INCOME

     Other income is primarily comprised of fee income and gains from the sales
of assets. For 1996, total other income increased to $120.0 million from $63.5
million for 1995 and $201.2 million for 1994. The increase in other income for
the year ended December 31, 1996 compared to the same period of 1995 was
primarily due to the $12.0 million gain recorded during the second quarter of
1996 on the sale of six branches located in San Diego County with deposits
totaling approximately $380 million.

     Fee Income. Fee income primarily included fees charged to depositors for
services rendered, fees from loan servicing and fees earned from the sales of
alternative investment products. Total fee income is affected by the level and
type of savings deposits, the level of loan servicing and the sales of
alternative investment products. The following table presents California
Federal's sources of fee income for the periods presented:


                                                    Years ended December 31,
                                                -------------------------------
Source of Fees                                  1996          1995         1994
--------------                                  ----          ----         ----
                                                       (in millions)
Deposits                                         $30.5         $25.4      $25.2
Loan servicing                                    10.9          12.4       14.6
Sales of alternative investment products          18.9          14.4       21.7
Other net fee income (expense)                    (0.3)          2.3        0.9
                                                 -----         -----      -----
                                                 $60.0         $54.5      $62.4
                                                 =====         =====      =====

     The increase in savings deposit fees for the year ended December 31, 1996
compared to the same period of 1995 resulted from increases in rates charged
for depository services and improvements in effectiveness of the fee collection
process.

     Loans serviced for others totaled $3.5 billion, $3.8 billion and $4.5
billion at December 31, 1996, 1995 and 1994, respectively. Loans serviced for
others are loans that were sold with the servicing thereof retained by
California Federal. The level of loans serviced for others was determined by
the volume of loan sales and loan prepayments. The decrease in the portfolio of
loans serviced for others primarily resulted from the excess of loan payoffs
over new loan sales. California Federal limited its sale of loans during 1996,
1995 and 1994 as a result of the low volume of fixed rate loan originations and
California Federal's decision to retain more of its originations in its
portfolio of assets. The reduction in the level of loans serviced for others
resulted in a decline in servicing fee income.

     California Federal offered its customers the opportunity to purchase
investment products as an alternative to traditional savings deposits.
California Federal offered these products, including annuities, mutual funds
and other investments, through its branch network. California Federal earned a
fee from the sale of these products. Sales of alternative investment products
totaled $460.0 million for 1996 compared to $338.3 million and $477.8 million
for 1995 and 1994, respectively. The increase in the volume of sales led to an
increase in the level of fees earned by California Federal in 1996 over 1995.

     Gain (Loss) on Sales of Loans. California Federal engaged in mortgage
banking activities for several reasons, including providing liquidity and
managing asset size. California Federal's originations of conforming fixed rate
residential 1-4 loans were generally held for sale. Originations of adjustable
rate loans were generally held for investment. California Federal established
desired ranges for loan portfolio composition and asset growth based upon
numerous factors. These factors include (i) origination volume and mix, (ii)
portfolio repayments and payoffs, (iii) interest rate risk considerations, (iv)
desired servicing portfolio levels, (v) anticipated deposit flows and (vi)
regulatory capital requirements. Collectively, these factors enter into the
determination of the amount of loans originated for sale.

     For the year ended December 31, 1996, gains on sales of loans were $0.7
million compared with losses of $0.3 million for the year ended December 31,
1995 and a gain of $0.5 million for the year ended December 31, 1994. Loans

                                    Page 132

<PAGE>



sales during 1996 totaled $280.5 million. Loan sales during 1995 totaled $183.6
million. Excluding the 1994 bulk sales, loan sales during the year ended
December 31, 1994 totaled $174.2 million.

     During the first quarter of 1996, California Federal implemented SFAS No.
122. SFAS No. 122 removes the distinction in accounting for mortgage servicing
rights resulting from originated and purchased loans. California Federal did
not experience a material impact to its results of operations or financial
condition from the implementation of SFAS No. 122.

     Available for Sale Securities. California Federal determined which
securities were available for sale by evaluating whether such securities would
be sold in response to liquidity needs, asset/liability management objectives,
regulatory capital requirements and other factors. Generally accepted
accounting principles require the variance between the market value of
available for sale securities and the recorded investment in such securities to
be reflected as an unrealized holding gain or loss and presented as an
adjustment to shareholders' equity. At December 31, 1996 and 1995 the
adjustment was less than $0.1 million. All U.S. treasury securities held by
California Federal were included as available for sale securities. Securities
available for sale totaled $6.0 million, $200.3 million and $1.7 billion at
December 31, 1996, 1995 and 1994, respectively.

     During 1996, California Federal sold $259.3 million of securities
available for sale for a net gain of $1.1 million. California Federal sold
$952.2 million of securities available for sale for a net gain of $6.9 million
and $670.2 million of securities for a net gain of $0.2 million during 1995 and
1994, respectively. California Federal utilized the proceeds from the maturity
and sale of the securities to acquire short-term liquid investments and fund
the repayment of certain borrowings.

     OTHER EXPENSES

     Total other expenses are primarily comprised of general and administrative
expenses and operations of real estate held for sale. For the year ended
December 31, 1996, other expenses increased to $324.3 million compared to
$249.9 million and $611.0 million for the years ended December 31, 1995 and
1994, respectively. The primary reason for the increase in other expenses for
the year ended December 31, 1996 compared to the year ended December 31, 1995
was primarily due the $58.1 million Special SAIF Assessment.

     General and Administrative Expenses. General and administrative expenses
are comprised of compensation, office occupancy, federal deposit insurance
premiums and special assessments and other general and administrative expenses.
General and administrative expenses were $257.7 million for the year ended
December 31, 1996, compared to $241.9 million and $290.3 million for the years
ended December 31, 1995 and 1994, respectively. The increase in general and
administrative expenses for the year ended December 31, 1996 compared to 1995
was primarily due to the $58.1 million Special SAIF Assessment reported in the
third quarter of 1996 and increased compensation expenses resulting from the
merger with FN Holdings. The decrease in general and administrative expenses
for 1995 compared to 1994 was primarily due to reductions in all components of
general and administrative expenses. General and administrative expenses were
also reduced by staff reductions and other efficiency measures implemented in
California Federal's California operations. During 1995, California Federal
incurred approximately $1 million in expenses related to the formation of Cal
Fed. Effective January 1, 1996, California Federal became a wholly-owned
subsidiary of Cal Fed.

     Operations of Real Estate Held for Sale. Operations of real estate held
for sale consists of operations of real estate held for investment ("REI") and
operations of REO. Operations of real estate held for sale include (i)
provisions for losses, (ii) the net effect of rental income and related
operating expenses and (iii) gains or losses resulting from the sale of
properties. Operations of real estate held for sale resulted in losses of $8.5
million, $8.0 million and $45.9 million for the years ended December 31, 1996,
1995 and 1994, respectively. During 1996, California Federal recorded $5.0
million in provisions for losses on REI, in order to reflect its portfolio at a
value that would represent the expected proceeds from an accelerated
disposition of the property. California Federal began to actively market its
remaining REI during the second quarter of 1996 and during the third quarter of
1996 sold its remaining real estate project. California Federal did not record
any profit or loss from the sale. California Federal's remaining real estate
held for investment consisted of several single family residential properties.
California Federal recorded these properties at their current disposition 

                                    Page 133

<PAGE>



value. The decline in the expense of operations of real estate held
for sale between 1996 and 1995 compared to 1994 was due to lower levels of
provisions for losses on REO and REI. Such decline was due to a lower volume of
REO properties and a reduced need for allowances for losses on REI. The 1994
Bulk Sale transaction reduced the level of delinquent loans, which has resulted
in lower levels of foreclosures and losses.

     During the second quarter of 1995, California Federal provided an
allowance with respect to certain litigation involving loans made in 1989 and
1990 to California Communities Inc. ("CCI"), an inactive subsidiary of
California Federal formerly engaged in real estate development activities.
During the second quarter of 1995, an Orange County, California Superior Court
jury rendered a verdict in which it determined that California Federal was
financially liable for two loans made to CCI by the plaintiff. CCI subsequently
defaulted on the loans. The jury awarded the plaintiff $6.5 million in
compensatory damages and punitive damages of $20.0 million against California
Federal and $5.0 million against CCI. California Federal began the process of
appealing the judgment. While California Federal believed that its liability
from this litigation, if any, would be less than the amount awarded by the
jury, there can be no assurance that the ultimate outcome of this litigation
would result in an amount less than the amount determined by the jury and it is
possible that California Federal and its subsidiary (and hence, the Bank) could
ultimately be found liable for an amount in excess of the allowance that has
been established. The provision for this allowance has been included in
California Federal's 1995 income from real estate operations.

     California Federal determined its level of allowance for losses on REO by
comparing the net investment in the property to its fair value as determined by
a current appraisal, less cost of disposition. In the event that prices
indicated by the current market for similar REO properties ("market price")
were less than those indicated by appraisals, California Federal utilized the
market price in evaluating the carrying value of its REO. California Federal
provided specific allowances for all known declines in value and utilized the
most readily available market price for each property in the REO portfolio.
There can be no assurance that real estate market values or the market prices
for REO will not decline. In the event such declines occur, further provisions
for losses may be required.

     The following table presents the composition of real estate held for sale,
net of allowances, at the dates indicated:

                                                  Year ended December 31,
                                             ---------------------------------
Property Type                                1996          1995        1994
-------------                                ----          ----        ----
                                                     (in millions)
     Residential 1-4                        $  11.3      $  47.3      $  58.6
     Multi-family                               1.2          1.5          5.1
     Office buildings                           0.1          0.3          5.6
     Hotels                                      --           --          6.1
     Other                                      0.3          0.4          2.5
                                            -------      -------      -------
                                            $  12.9      $  49.5      $  77.9
                                            =======      =======      =======

     REO                                       11.4      $  22.2      $  39.1
     REI                                        1.5         27.3         38.8
                                            -------      -------      -------
                                            $  12.9      $  49.5      $  77.9
                                            =======      =======      =======


     Amortization of Goodwill. During 1994, California Federal applied
Statement of Financial Accounting Standards No. 72, "Accounting for Certain
Acquisitions of Banking or Thrift Institutions" ("SFAS No. 72") retroactively
to acquisitions initiated prior to September 30, 1982 resulting in the
elimination of $273.7 million of California Federal's goodwill effective
January 1, 1994. SFAS No. 72 requires, among other things, that to the extent
the fair value of liabilities assumed exceed the fair value of assets resulting
from the acquisition of a banking or thrift institution initiated after
September 30, 1982, the resulting goodwill recognized shall be amortized over a
period no longer than the discount that is recognized as interest income on the
acquired long-term interest-earning assets. California Federal had been
accounting for acquisitions initiated subsequent to September 30, 1982 in
accordance with SFAS No. 72. SFAS No. 72 allowed retroactive implementation for
acquisitions that were initiated prior to September 30, 1982. California
Federal's application of SFAS No. 72 resulted in the acceleration of the
amortization of goodwill arising from California Federal's

                                    Page 134

<PAGE>



thrift institution acquisitions initiated prior to September 30, 1982.

     INCOME TAXES

     Income tax expense (benefit) was computed upon, and generally varies
proportionately with, earnings (loss) before income tax expense (benefit)
adjusted for nontaxable items of income and expense and certain changes in the
components of its net deferred tax asset and related valuation allowance.
During the fourth quarter of 1996, California Federal recorded a net current
tax receivable of $23.6 million, representing the estimated net recovery of
prior years' federal and state taxes based on reaching an agreement with
federal tax authorities resolving certain prior year issues. Also during the
fourth quarter of 1996, California Federal increased its valuation allowance
against its deferred tax asset by $9.1 million, primarily attributable to prior
year net operating loss and alternative minimum tax carryforwards for state tax
purposes.

     Although California Federal had earnings before income tax expense
(benefit) for the years ended December 31, 1996 and 1995, there was minimal
income tax expense based on current earnings because of the availability of
unbenefitted net operating loss carryforwards. California Federal recorded
income tax expense of $6.3 million during 1994 to offset the tax benefit
previously recorded on unrealized losses on securities available for sale,
which were reported net of taxes as an adjustment to shareholders' equity.
Because of the uncertainty regarding the realizability of California Federal's
net operating loss carryforwards and certain other deferred tax assets,
California Federal recorded a valuation allowance against these assets at
December 31, 1996, 1995 and 1994.

    CONTINGENCIES

California Federal was involved as a defendant in certain legal proceedings
incidental to its business. California Federal did not believe that the legal
proceedings to which it was a party, if adversely decided, would have a
material adverse effect in the aggregate upon its financial condition.
California Federal established allowances in connection with these legal
proceedings for its estimate of the potential related liabilities. It is
possible that California Federal and hence, the Bank, could be found liable for
an amount in excess of the allowance established. Adverse decisions in such
matters could have a material adverse effect upon the Bank's results of
operations for the relevant period or periods in which they occur.

     LIQUIDITY AND CAPITAL RESOURCES

     California Federal's cash flows were derived from the results of its
operating activities, investing activities and financing activities. California
Federal's cash flows from operating activities generally involved the cash
effects of transactions and other events that enter into the determination of
net earnings. California Federal's cash flows from investing activities
included making and collecting loans and acquiring and disposing of investment
securities. California Federal's cash flows from financing activities included
California Federal's deposit gathering systems, borrowing money and repaying
amounts borrowed, obtaining and paying for other resources obtained from
creditors, obtaining capital from shareholders and the dividend return of their
investment.

     Operating Activities. California Federal's net cash flows from operating
activities totaled $240.2 million, $170.4 million and $1.2 billion during 1996,
1995 and 1994, respectively. The primary sources of these cash flows included
(i) sales of loans held for sale and (ii) the excess of net interest income and
fee income over general and administrative expenses.

     Investing Activities. California Federal's net cash flows (used) provided
by investing activities totaled $(92.0) million, $247.3 million and $1.1
billion during 1996, 1995 and 1994, respectively. California Federal's cash
flows from investing activities were primarily derived from the repayments,
originations and purchases of loans, and the acquisition and maturity of
investment securities.

     Financing Activities. California Federal's net cash flows provided (used)
by financing activities totaled $363.8 million, $(57.8) million and $709.9
million during 1996, 1995 and 1994, respectively. California Federal's cash
flows

                                    Page 135

<PAGE>



from financing activities represented the major source of funds for California
Federal consisting of retail deposits, FHLB advances, reverse repurchase
agreements and other borrowings. California Federal also had access to Brokered
Deposits and capital markets as alternative sources of funds. The mix of these
funding sources changed from time to time, in light of market conditions,
liquidity needs, capital requirements and interest rate sensitivity concerns in
order to obtain the appropriate balance between maturities and costs of funds.

     Payments on loans and mortgage-backed securities represented other
significant sources of funds for California Federal. Principal payments,
including payoffs, on loans produced $1.4 billion, $1.2 billion and $1.4
billion of funds for California Federal during 1996, 1995 and 1994,
respectively. The increase in the level of payments from loans between 1995 and
1996 receivable was primarily due to an increase in the level of loan
prepayments. Payments from securities held to maturity totaled $401.8 million,
$435.8 million and $533.5 million during 1996, 1995 and 1994, respectively.
Proceeds from maturities of securities during the years ended December 31,
1996, 1995 and 1994 were $156.0 million, $808.8 million and $1.0 million
respectively.

     Total deposits of California Federal were $8.9 billion, $9.5 billion and
$8.4 billion at December 31, 1996, 1995 and 1994, respectively. Total Brokered
Deposits of California Federal were $254.8 million and $273.8 million at
December 31, 1996 and 1995, respectively. California Federal had no Brokered
Deposits at December 31, 1994. During the second quarter of 1996, California
Federal sold six branches located in San Diego County, California with deposits
totaling approximately $380 million. The sale of the branches resulted in a net
gain of $12.0 million or approximately $0.24 per share. The sale of the
branches did not have a material impact on the liquidity of California Federal.
During 1995, California Federal acquired three branch offices with $138.6
million in deposits from Pacific Heritage Bank and six branch offices with
$359.4 million in deposits from Continental Savings of America. The acquired
branches are located in Los Angeles County and in the San Francisco Bay area of
Northern California. California Federal received cash as consideration for the
assumption of the deposits. In August 1994, California Federal completed the
sale of the Southeast Division. The Southeast Division included deposits of
approximately $3.9 billion. California Federal funded the sale of the Southeast
Division with (i) FHLB advances, (ii) reverse repurchase agreements, (iii)
liquid funds held by California Federal, (iv) the sale of short-term liquid
investments, (v) proceeds from the 1994 Bulk Sales and (vi) proceeds from
equity offerings.

     California Federal's outstanding balance of Federal Home Loan Bank of San
Francisco ("FHLB") advances at December 31, 1996, 1995 and 1994 totaled $3.1
billion, $2.7 billion and $2.5 billion, respectively. The weighted average
remaining maturity of these advances at December 31, 1996 was six months.
Reverse repurchase agreements had carrying values of $978.4 million, $857.3
million and $1,751.0 million at December 31, 1996, 1995 and 1994, respectively.
During 1995, California Federal repurchased $8.7 million of its 10%
Subordinated Debentures due January 3, 2003.

     During 1994, California Federal, as part of its strategic initiatives,
raised $183.3 million from the issuance of 21.6 million of additional common
shares and $164.2 million from the issuance of 1.7 million shares of 10-5/8%
noncumulative preferred stock, Series B. During each of the quarters ending
December 31, 1995 and 1994, California Federal declared and paid quarterly
dividends of $1.8 million on its 7-3/4% noncumulative convertible preferred
stock, Series A, and $4.6 million on its 10-5/8% noncumulative preferred stock,
Series B. During the years ended December 31, 1996 and 1995, California Federal
declared and paid dividends totaling $23.4 million and $25.6 million,
respectively, on its preferred stock, Series A and Series B.

     During the second quarter of 1996, California Federal called for
redemption all 3,740,000 shares of the Preferred Stock, Series A. Except for
the conversion of 18,820 shares into 23,336 shares of Cal Fed common stock, the
Series A shares were redeemed effective June 14, 1996 at a redemption price of
$25.00 per share, plus a dividend of $0.398264 per share.


                                    Page 136

<PAGE>



     California Federal's principal use of capital resources was to originate
residential 1-4 loans. The table below presents the amount and type of loans
originated and purchased by California Federal for the periods presented:


                                                        Year ended December 31,
                                                       -------------------------
                                                         1996             1995
                                                         ----             ----
                                                              (in millions)
Originations:
  Residential 1-4                                       $  1,801.7      $1,646.7
  Multi-family                                                13.1          20.6
  Commercial real estate                                       0.7           1.8
                                                          --------      --------
          Total Real Estate Loans                          1,815.5       1,669.1
  Business banking                                            16.8            --
  Consumer                                                    89.7          99.3
                                                          --------      --------
          Total Originations                               1,922.0       1,768.4
                                                          --------      --------
Purchases:
  Residential 1-4                                            784.4         494.5
  Multi-family                                                 5.3          22.1
  Commercial real estate                                       3.1          61.6
 Business banking                                              6.3            --
 Consumer                                                      6.8            --
                                                          --------      --------
          Total Purchases                                    805.9         578.2
                                                          --------      --------
          Total Originations and Purchases                $2,727.9      $2,346.6
                                                          ========      ========


     Commercial real estate loans and multi-family loans were originated solely
to facilitate the sales of REO and REI. California Federal originated loans
through its loan representatives and its branch offices ("retail lending")
primarily located in California. Additionally, California Federal utilized
mortgage brokers who offered California Federal's various loan programs
("wholesale lending"). During 1996, California Federal's wholesale lending
generated $1.2 billion, or 67% of total residential loans. California Federal's
retail lending produced $587.5 million, or 33% of residential loans during 1996
as compared to $621.6 million or 38% during 1995. During the second half of
1995 the demand for fixed rate mortgage loans, including those loans converting
to an adjustable rate after a three to five year period, began to rise as the
spread between a fully indexed adjustable rate loan and a 30 year fixed rate
loan decreased substantially. During 1996, residential 1-4 originations and
purchases increased compared to 1995. Additionally, business banking
originations increased for 1996 compared to 1995. During 1995, California
Federal increased its purchases of mortgage loans. California Federal purchased
loans as a cost effective means to supplement its origination process.
Typically, when California Federal purchased loans, the party that originated
the loan retained the servicing. However, California Federal did purchase $56.2
million of loans and the related servicing during 1995.

     California Federal pledged certain of its assets as collateral for certain
borrowings, interest rate swap agreements and letters of credit and other
miscellaneous obligations. By utilizing collateralized funding sources,
California Federal was able to access a variety of cost effective sources of
funds. The assets pledged consist of loans, mortgage-backed securities and U.S.
treasury securities. California Federal's process for monitoring its liquidity
requirements incorporated an assessment of assets pledged, the level of assets
held for sale, additional borrowing capacity and other factors. California
Federal did not anticipate any negative impact to its liquidity from its
pledging activities. The total amount of California Federal's assets pledged
was $5.4 billion at December 31, 1996 as compared with $4.9 billion at December
31, 1995 and $6.2 billion at December 31, 1994.


                                    Page 137

<PAGE>




     The following table presents assets pledged at December 31, 1996 for
California Federal:
<TABLE>
<CAPTION>

                                                                                Mortgage-
                                                                                 Backed           Total
                                              Mortgages       Securities       Securities      Collateral
                                              ---------       ----------       ----------      ----------
                                                                     (in millions)
<S>                                           <C>             <C>              <C>             <C>
Borrowings:
   FHLB advances                               $3,895.3        $    --         $   374.6        $4,269.9
   Reverse repurchase agreements                    --              --             975.7           975.7

Other Obligations:
   Interest rate swaps                              --              --               1.7             1.7
   Revenue bond standby letters of                  --              --              22.0            22.0
credit
   FHLB letters of credit/lines of                 23.3             --               --             23.3
credit
   Other miscellaneous obligations                  6.6            52.0              0.1            58.7
                                               --------           -----         --------        --------
Total pledged collateral                       $3,925.2           $52.0         $1,374.1        $5,351.3
                                               ========           =====         ========        ========
</TABLE>

     California Federal also invested in short-term liquid investments as a
means of maximizing its return on its liquid investments and to comply with the
liquidity requirements of the Office of Thrift Supervision ("OTS").

     California Federal also acquired securities for resale. California
Federal's securities available for sale consisted of U.S. Treasury securities.
During 1996 and 1995, California Federal sold $259.3 million and $952.2
million, respectively, of securities available for sale for gains of $1.1
million and $6.9 million, respectively.

     The liquidity of California Federal, as measured by the ratio of cash and
cash equivalents to the sum of withdrawable savings and borrowings payable
within one year, averaged 15.5% for the year ended December 31, 1996, compared
to 12.3% and 14.6% for the years ended December 31, 1995 and 1994,
respectively. California Federal was required by the OTS to maintain its
liquidity level in excess of 5.0%.

     CAPITAL REQUIREMENTS

     As a savings institution regulated by the OTS with deposits insured by the
Federal Deposit Insurance Corporation ("FDIC"), California Federal was required
to comply with the capital requirements of the OTS. The regulations of the OTS
require savings institutions to maintain certain minimum levels of regulatory
capital. An institution that fails to comply with its regulatory capital
requirements must obtain OTS approval of a capital plan and can be subject to a
capital directive and certain restrictions on its operations. An institution
that fails to obtain OTS approval of its capital plan is deemed to be in an
unsafe and unsound condition and could be the subject of the appointment of a
conservator or a receiver. The OTS has adopted prompt corrective action
requirements ("PCA requirements") pursuant to the FDIC Improvement Act of 1991.
At December 31, 1996, the industry-wide minimum regulatory capital requirements
were:

      -  Tangible capital of 1.50% consisting generally of shareholders'
         equity, but excluding intangible assets such as goodwill.

      -  A leverage ratio requiring core capital (i.e., Tier 1 capital) of
         3.00% consisting of tangible capital plus qualifying supervisory
         goodwill (certain goodwill arising as a result of the acquisition of
         troubled institutions and regulatory assisted acquisitions).

      -  Risk-based capital, consisting of core capital plus certain
         subordinated debt and other capital instruments and general valuation
         allowances on loans receivable, equal to 8.00% of the value of
         risk-weighted assets plus off- balance sheet items.


                                    Page 138

<PAGE>



     In addition, the PCA requirements provide that, a savings association is
deemed to be "well-capitalized" if the savings association has: (i) a total
risk-based capital ratio of 10.00% or greater, (ii) a Tier 1 risk-based capital
ratio (defined as Tier 1 capital as a percentage of risk-weighted assets) of
6.00% or greater, and (iii) a leverage ratio of 5.00% or greater. At December
31, 1996, (i) California Federal's total risk-based capital ratio was 12.01%,
$158.1 million in excess of "well-capitalized" requirements, (ii) California
Federal's Tier 1 risk-based capital ratio was 10.56%, $357.6 million in excess
of "well-capitalized" requirements, and (iii) California Federal's leverage
ratio was 5.85%, $120.7 million in excess of "well-capitalized" requirements.
Therefore, at December 31, 1996, California Federal met and exceeded all of the
requirements of a well-capitalized institution.

     The table below presents California Federal's regulatory capital position
compared to industry-wide capital requirements at December 31, 1996:

<TABLE>
<CAPTION>
                                                   Tangible Capital             Core Capital             Risk-based Capital
                                                   ----------------             ------------             ------------------
                                                                     (dollars in millions)
<S>                                             <C>              <C>       <C>            <C>          <C>           <C>
Regulatory capital of California                 $828.5          5.85%      $828.5           5.85%      $945.2          12.01%
Federal
Minimum regulatory capital
  requirements                                    212.3          1.50        424.6           3.00        630.2           8.00
                                                 ------          ----        -----           ----        -----           ----
Excess over minimum regulatory
capital
  requirements                                   $616.2          4.35%      $403.9           2.85%      $315.0           4.01%
                                                 ======          ====       ======           ====       ======           ====

</TABLE>

     Following is a reconciliation of California Federal's shareholders' equity
to regulatory capital as of December 31, 1996:

<TABLE>
<CAPTION>
                                                                                  Core          Risk-based
                                                                 Tangible        Capital         Capital
                                                                 Capital         Capital         Capital
                                                                 -------         -------         -------
<S>                                                              <C>          <C>               <C>
                                                                              (in millions)
Shareholders' Equity of California Federal                        $864.9          $864.9           $864.9
Non-allowable capital:
  Intangible assets                                                (15.7)          (15.7)           (15.7)
  Investment in non-permissible subsidiaries                       (20.7)          (20.7)           (20.7)
  Tier II capital items:
     Allowable subordinated debt                                     --              --              18.7
     Allowable general valuation allowance on loans
receivable
       (limited to 1.25% of risk-weighted assets)                    --              --              98.0
                                                                  ------          ------           ------
Regulatory capital of California Federal                          $828.5          $828.5           $945.2
                                                                  ======          ======           ======
</TABLE>

     During the third quarter of 1996, Federal legislation was enacted, which,
among other things, will fund the SAIF through the Special SAIF Assessment for
SAIF members, such as California Federal. The Special SAIF Assessment is based
on California Federal's deposits as of March 31, 1995 at an assessment rate of
65.7 basis points. During 1996, California Federal recorded an expense of $58.1
million for the Special SAIF Assessment.

     GOODWILL LITIGATION

     In February 1992, California Federal commenced litigation against the
United States in the U.S. Court of Claims (now the U.S. Court of Federal
Claims, the "Claims Court") seeking to recover the value of its supervisory
goodwill. The suit alleges that the treatment of such goodwill mandated by the
Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA")
constitutes a breach of contract between California Federal and the United
States and an unlawful taking of property by the United States without just
compensation or due process in violation of the U.S. Constitution.

     During the third quarter of 1995, California Federal distributed to its
common shareholders its Litigation Interests, entitling the holders thereof to
receive an amount equal to up to 25.377745% of the cash payment, if any,
actually

                                    Page 139

<PAGE>



received by California Federal pursuant to a final, nonappealable judgment in
or final settlement of its claim against the United States in the lawsuit,
California Federal Bank v. United States, Civil Action No. 92-138C (the
"Litigation"). California Federal's shareholders of record on July 14, 1995
received one Litigation Interest for every ten shares of common stock owned on
the record date. In the Litigation, California Federal alleges that the United
States breached certain contractual commitments regarding the computation of
its regulatory capital and deprived California Federal of certain of its
property without just compensation in violation of the United States
constitution. California Federal's claims arose from changes, mandated by
FIRREA, with respect to the rules for computing California Federal's regulatory
capital.

     During the period since the filing of the Litigation, the Claims Court,
the United States Court of Appeals for the Federal Circuit, and the United
States Supreme Court handed down decisions relating to the liability portion of
the breach of contract claims brought by three other thrift institutions, which
breach of contract claims are similar to those of California Federal. On July
1, 1996, the U.S. Supreme Court ruled on the three consolidated cases, United
States v. Winstar Corporation, and determined that when Congress adopted the
accounting changes to supervisory goodwill specified in FIRREA, the government
became responsible for any breaches to its original agreement with the
institutions regarding the accounting rules. Although the plaintiff thrift
institutions in the Winstar case prevailed in the U.S. Supreme Court decision,
a court may still determine that California Federal's claims involve
sufficiently different facts and/or legal issues as to render the Winstar case
inapplicable to the Litigation and thereby result in a different conclusion
from that of the Winstar case. Moreover, the damages portions of the claims
presented by the Winstar plaintiff thrift institutions remains to be litigated
and could take several years to resolve. California Federal did not quantify
the damages portion of its claim. The Litigation was stayed pending the
resolution of the Winstar case. In September 1996, the Claims Court ended the
stay and established a consolidated procedure for the disposition of the
Litigation and other similar cases. California Federal filed a motion for
partial summary judgment on the contract liability issue during the fourth
quarter of 1996, which the Claims Court has not yet ruled on. The Bank
presently expects a trial date in late 1997.


                                    Page 140

<PAGE>



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The following consolidated financial statements of Parent Holdings at
December 31, 1996 and 1995 and for the years ended December 31, 1996, 1995 and
1994 are included in this report at the pages indicated.

                                                                        Page
                                                                        ----
Independent Auditors' Report                                             F-2
Consolidated Statements of Financial Condition                           F-3
Consolidated Statements of Operations                                    F-4
Consolidated Statements of Stockholder's Equity                          F-5
Consolidated Statements of Cash Flows                                    F-6
Notes to Consolidated Financial Statements                               F-8

     The following consolidated financial statements of California Federal at
December 31, 1996 and 1995 and for the years ended December 31, 1996, 1995 and
1994 are also included in this report at the pages indicated.

                                                                        Page
                                                                        ----
Independent Auditors' Report                                             F-
Consolidated Statements of Financial Condition                           F-
Consolidated Statements of Operations                                    F-
Consolidated Statements of Changes in Shareholder's Equity               F-
Consolidated Statements of Cash Flows                                    F-
Notes to Consolidated Financial Statements                               F-

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURES

     None.



                                    Page 141

<PAGE>



PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Parent Holdings

     The following table sets forth certain information (ages as of January 1,
1997) concerning the directors and executive officers of Parent Holdings. All
directors serve terms of one year or until the election of their respective
successors.

Name                             Age      Position
----                             ---      --------
Ronald O. Perelman...........    54       Chairman of the Board, Chief Executive
                                            Officer and Director
Gerald J. Ford...............    52       President and Director
Howard Gittis................    63       Vice Chairman and Director
Irwin Engelman...............    61       Executive Vice President and Chief
                                            Financial Officer
Barry F. Schwartz............    47       Executive Vice President and General
                                            Counsel
Laurence Winoker.............    40       Vice President and Controller

     First Nationwide

     The following table sets forth certain information (ages as of March 1,
1997), concerning the directors and executive officers of the Bank. All
directors serve terms of one year or until the election of their respective
successors.

Name                        Age     Position
----                        ---     --------
Ronald O. Perelman...........54     Director
Gerald J. Ford...............52     Chairman of the Board, Chief Executive 
                                        Officer and Director
Carl B. Webb.................47     President, Chief Operating Officer and 
                                        Director
Edward G. Harshfield.........60     Vice Chairman of the Board and Director
Paul M. Bass, Jr.............61     Director
George W. Bramblett, Jr......56     Director
Bob Bullock..................67     Director
Irwin Engelman...............61     Director
Howard Gittis................63     Director
Gabrielle K. McDonald........54     Director
Lynn Schenk..................52     Director
Robert Setrakian.............73     Director
Christie S. Flanagan.........58     Executive Vice President and General Counsel
Kendall M. Fugate............59     Executive Vice President and Information 
                                        and Technology Services Director
Roger L. Gordon..............54     Executive Vice President
Richard P. Hodge.............42     Executive Vice President and Corporate Tax 
                                        Director
Walter C. Klein, Jr..........53     Executive Vice President; President, FNMC
Lacy G. Newman, Jr...........47     Executive Vice President and Chief Credit 
                                        Officer
James R. Staff...............49     Executive Vice President and Chief 
                                        Financial Advisor
Richard H. Terzian...........60     Executive Vice President and Chief 
                                        Financial Officer
Peter K. Thomsen.............54     Executive Vice President and Retail Banking
                                         Director
Dennis L. Verhaegen..........45     Executive Vice President - Director of 
                                         Corporate Finance
Michael R. Walker............51     Executive Vice President - Commercial Real 
                                         Estate
Renee Nichols Tucei..........40     Senior Vice President and Controller


                                    Page 142

<PAGE>



     Mr. Perelman has been Chairman of the Board of Parent Holdings and of FN
Holdings since its formation in 1994 and a Director of First Nationwide or the
Bank since 1994. Mr. Perelman has been Chairman of the Board and Chief
Executive Officer of MacAndrews & Forbes and various of its affiliates since
1980. Mr. Perelman also is Chairman of the Board of Andrews Group Incorporated
("Andrews Group"), Consolidated Cigar Corporation ("Consolidated Cigar"),
Consolidated Cigar Holdings Inc. ("Consolidated Cigar Holdings"), Mafco
Consolidated, Meridian Sports, PCT and Toy Biz, Inc. ("Toy Biz") and is the
Chairman of the Executive Committee of the Board of Directors of Marvel, Revlon
and of Revlon Consumer Products Corporation ("Revlon Products"). Mr. Perelman
is a Director of the following corporations which file reports pursuant to the
Exchange Act: Andrews Group, Coleman, Coleman Holdings Inc., Coleman Worldwide
Corporation ("Coleman Worldwide"), Consolidated Cigar, Consolidated Cigar
Holdings, FN Holdings, Parent Holdings, Mafco Consolidated, Marvel, Marvel
Holdings Inc. ("Marvel Holdings"), Marvel (Parent) Holdings Inc., ("Marvel
Parent"), Marvel III Holdings Inc. ("Marvel III"), Meridian Sports, PCT, Pneumo
Abex Corporation ("Pneumo Abex"), Revlon, Revlon Products, Revlon Worldwide
Corporation ("Revlon Worldwide"), and Toy Biz. (On December 27, 1996, Marvel
Holdings, Marvel Parent, Marvel III and Marvel and several of its subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code.)

     Mr. Ford has been President and a Director of Parent Holdings since its
formation in 1994 and Chairman of the Board, Chief Executive Officer and a
Director of First Nationwide or the Bank since the consummation of the FN
Acquisition and of Preferred Capital Corp. since its formation in November
1996. Mr. Ford was Chairman of the Board and a Director of First Madison from
1993 to 1994. Mr. Ford previously served as Chairman of the Board, Chief
Executive Officer and a Director of First Gibraltar from 1988 through 1993. Mr.
Ford served as the Chairman of the Board, Chief Executive Officer and a
Director of First United Bank Group, Inc. ("First United Bank Group"), from
1993 through 1994. Mr. Ford is Chairman of the Board and a Director of FNMC,
FGB Services, Inc. and Madison Realty Advisors, Inc. ("Madison Realty"). Mr.
Ford has also served in the following capacities over the past five years:
Chairman of the Board, Chief Executive Officer and Director, Ford Bank Group,
Inc. ("Ford Bank Group"); and Chairman of the Board, Chief Executive Officer
and Director, United New Mexico Financial Corporation. Mr. Ford is also
Chairman of the Board and Chief Executive Officer of Liberte Investors Inc.,
President and a Director of Parent Holdings and a Director of Norwest
Corporation and ACS.

     Mr. Gittis has been Vice Chairman and a Director of Parent Holdings and of
FN Holdings and a Director of First Nationwide or the Bank since 1994. Mr.
Gittis has been Vice Chairman and Director of MacAndrews & Forbes and various
of its affiliates since 1985. Mr. Gittis is a Director of the following
corporations which file reports pursuant to the Exchange Act: Andrews Group,
Consolidated Cigar, Consolidated Cigar Holdings, Jones Apparel Group, Inc.,
Loral Space and Communications, Ltd., Mafco Consolidated, FN Holdings, Parent
Holdings, PCT, Pneumo Abex, Revlon, Revlon Products, Revlon Worldwide and
Rutherford-Moran Oil Corporation.

     Mr. Engelman has been Executive Vice President and Chief Financial Officer
of Parent Holdings and of FN Holdings since its formation in 1994, and a
Director of First Nationwide or the Bank since 1992. He has been Executive Vice
President and Chief Financial Officer of MacAndrews & Forbes and various other
affiliates of MacAndrews & Forbes since February 1992. (On December 27, 1996,
Marvel Holdings, Marvel Parent, Marvel III, of which Mr. Engelman is an
executive officer, and several of the subsidiaries of Marvel Holdings filed
voluntary petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code.) He was Executive Vice President and Chief Financial Officer
of GAF Corporation from 1990 to 1991; Director, President and Chief Operating
Officer of Citytrust Bancorp Inc. from 1988 to 1990; Executive Vice President
of the Blackstone Group LP from 1987 to 1988; and Director and Executive Vice
President of General Foods Corporation for more than five years prior to 1987.
Mr. Engelman is a Director of the following corporation which files reports
pursuant to the Exchange Act: Revlon Products.

     Mr. Schwartz has been Executive Vice President and General Counsel of
Parent Holdings since March 1996 and Executive Vice President and General
Counsel of FN Holdings since January 1996. He has been Executive Vice President
and General Counsel of MacAndrews & Forbes and various affiliates since 1993.
Mr. Schwartz was Senior Vice President of MacAndrews & Forbes from 1989 to
1993. (On December 27, 1996, Marvel Holdings, Marvel Parent, Marvel III, of
which Mr. Schwartz is an executive officer, and several of the subsidiaries of
Marvel Holdings filed voluntary petitions for reorganization under Chapter 11
of the United States Bankruptcy Code.)


                                    Page 143

<PAGE>



     Mr. Winoker has been Vice President and Controller of Parent Holdings and
of FN Holdings since 1994. He has been Vice President and Controller of
MacAndrews & Forbes and various and various of its affiliates since September
1992. Mr. Winoker was Assistant Vice President and Assistant Controller of
MacAndrews & Forbes and various of its affiliates for more than five years
prior to September 1992. (On December 27, 1996, Marvel Holdings, Marvel Parent,
Marvel III, of which Mr. Winoker is an executive officer, and several of the
subsidiaries of Marvel Holdings filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code.)

     Mr. Webb has been the President, Chief Operating Officer and a Director of
First Nationwide since the consummation of the FN Acquisition and of Preferred
Capital Corp. since its formation in November 1996. Mr. Webb served as
President, Chief Executive Officer and Director of First Madison from 1993
through 1994. Mr. Webb previously served as President, Chief Operating Officer
and a Director of First Gibraltar from 1988 through 1993. Mr. Webb also serves
as a Director of FNMC.

     Mr. Harshfield has been Vice Chairman of the Board and a Director of the
Bank since January 1997. Mr. Harshfield was President, Chief Executive Officer
and a Director of Cal Fed from January 1996 to January 1997 and of California
Federal from October 1993 to January 1997. From October 1992 to March 1993, Mr.
Harshfield served as Chief Executive Officer and a Director of First City Texas
National Bank. From February 1991 to December 1992, he served as President,
Chief Executive Officer and a Director of Federal Capital Bank, a private
investment bank. Since 1988, Mr. Harshfield has been the principal, Chairman
and Chief Executive Officer of EH Thrift Management Inc., a special purpose
management company, and general partner of U.S. Thrift Opportunity Partners,
L.P., a Merrill Lynch sponsored limited partnership that invests in
undercapitalized thrift institutions. Prior to 1988, Mr. Harshfield served as
President and Chief Executive Officer of Household Financial Services. Mr.
Harshfield also held various senior positions with Citicorp/Citibank and
Pepsico Inc.

     Mr. Bass has been a Director of First Nationwide or the Bank since May,
1993. Mr. Bass is currently the Vice Chairman and Director of First Southwest
Company. Mr. Bass is a Director and Chairman of the Audit Committee of Keystone
Consolidated Industries, and is a Director of Source Services, Inc. Mr. Bass
has served in the following capacities during the past five years: Director,
Endevco, Inc.; Director, Ford Bank Group; and Chairman of the Board and
Director, Pizza Inn, Inc.

     Mr. Bramblett has been a Director of First Nationwide or the Bank since
May, 1993. Mr. Bramblett has been associated with the law firm of Haynes &
Boone since 1973 and is currently a Partner and a member of the Executive
Committee of that firm. Mr. Bramblett has served in the following capacities
during the past five years: Member of the Texas Higher Education Coordinating
Board of the Texas College and University System of Texas and Trustee of the
Baylor College of Dentistry.

     Mr. Bullock has served as a Director of First Nationwide or the Bank since
1994. Mr. Bullock has been Lieutenant Governor of the State of Texas since
1990. Mr. Bullock is Chairman of the Board, Director and President of JFB-RDB,
Inc. Mr. Bullock served as a Director of Ford Bank Group from 1992 to 1993, and
as Director of First United Bank Group from 1992 to 1993. Prior to 1990, Mr.
Bullock served as the State of Texas Comptroller of Public Accounts. Mr.
Bullock has been Of Counsel to the law firm of Scott, Douglass, Luton and
McConnico, L.L.P. since 1992.

     Ms. McDonald has served as a Director of First Nationwide or the Bank
since 1990. Ms. McDonald also served as a Director of FGB-San Antonio in 1992.
Ms. McDonald currently serves as a Judge on the International Criminal Tribunal
for the former Yugoslavia. Ms. McDonald is also currently a Professor of Law at
the Thurgood Marshall School of Law of Texas Southern University. Ms. McDonald
currently serves as a Director of Freeport McMoRan Inc., McMoRan Oil & Gas Co.
and Freeport McMoRan Copper & Gold Inc. Ms. McDonald was Of Counsel to the
Walker & Satterthwaite firm from 1991 to 1993. She was a partner in the law
firm of Matthews & Branscomb from 1988 through 1991. Prior to that time, Ms.
McDonald served as a United States District Court Judge for the Southern
District of Texas.

     Ms. Schenk has been a Director of First Nationwide or the Bank since
November, 1996. Ms. Schenk has been a Senior Consultant to Baker & McKenzie,
San Diego, California since 1995. From January, 1993 to January, 1995, Ms.

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<PAGE>



Schenk served in the U.S. House of Representatives as Congresswoman
representing the 49th Congressional District in the State of California. During
her term in the House of Representatives, Ms. Schenk served on the Energy and
Commerce Committee and the Merchant Marine and Fisheries Committee. Ms. Schenk
served as the State of California Secretary of Business, Transportation and
Housing prior to 1983. From 1983 until her election to Congress, Ms. Schenk was
in private law practice in California and served as an independent consultant
to various public and private businesses with respect to government relations.
From 1985 to 1993, Ms. Schenk served as a director of Long Beach Bank, F.S.B.
She is currently a director of IDEC Pharmaceuticals, Inc., a corporation which
files reports pursuant to the Exchange Act.

     Mr. Setrakian has been a Director of First Nationwide or the Bank since
November 1994. Mr. Setrakian previously served as a Director of Old FNB for
more than 10 years. Mr. Setrakian is presently the Chairman and President of
the William Saroyan Foundation and the Chairman and President of Mid-State
Horticultural Company. He is also a former Chairman and member of the Board of
Governors of the United States Postal Service; former Commissioner of the
Federal Maritime Commission; former Chairman and Chief Executive Officer of the
California Growers Winery, Inc.; and former Chairman and founder of the
National Bank of Agriculture.

     Mr. Flanagan has been the Executive Vice President and General Counsel of
First Nationwide or the Bank since the consummation of the FN Acquisition. Mr.
Flanagan has been the Executive Vice President, General Counsel and a Director
of Preferred Capital Corp. since its formation in November 1996. He also serves
as a Director of FNMC. Mr. Flanagan has been associated with the law firm of
Jenkens & Gilchrist, P.C. and its predecessors since 1968 in various
capacities, including Managing Partner, and he is currently Of Counsel to that
firm.

     Mr. Fugate has been an Executive Vice President of First Nationwide or the
Bank since the consummation of the FN Acquisition. Mr. Fugate previously served
as Executive Vice President of Old FNB from 1991 to 1994, and held various
executive positions with Citibank, N.A. and Citibank California, FSB from 1982
to 1991.

     Mr. Gordon has been an Executive Vice President of First Nationwide or the
Bank since February 1996. Mr. Gordon previously was associated with SFFed for
more than five years prior to February 1996, including most recently as
Chairman, President and Chief Executive Officer.

     Mr. Hodge has been an Executive Vice President of First Nationwide or the
Bank since January 1996 and has been employed by First Nationwide since
November 1995. Mr. Hodge previously was associated with the public accounting
firm of KPMG Peat Marwick LLP and its predecessors since 1981, including most
recently as a tax partner since 1986.

     Mr. Klein has been an Executive Vice President of First Nationwide or the
Bank and the President of FNMC since January 1996. He also serves as a Director
of FNMC. Mr. Klein previously was associated with PNC Mortgage Corp. of America
and its predecessor, Sears Mortgage Corporation, since 1986, including most
recently as Chairman and Chief Executive Officer.

     Mr. Newman has been Executive Vice President and Chief Credit Officer of
First Nationwide or the Bank since the consummation of the FN Acquisition. Mr.
Newman has also served as President and a Director of Madison Realty since
1992. During 1991, Mr. Newman was a Senior Vice President of J.E. Robert
Companies. He served as a Senior Vice President of Bank of New England
Corporation from 1990 to 1991, and served as the President, Chief Executive
Officer and Director of the Seamen's Bank for Savings from 1989 to 1990.

     Mr. Staff has been an Executive Vice President of First Nationwide or the
Bank since October 17, 1994. He also serves as a Director of Preferred Capital
Corp. and FNMC and as Chairman and Director of FGB Realty. Mr. Staff previously
was associated with the public accounting firm of KPMG Peat Marwick LLP and its
predecessors since 1979, including most recently as Partner-in-charge of
Financial Services for the Southwest-Dallas area.

     Mr. Terzian has served as Executive Vice President and Chief Financial
Officer of First Nationwide or the Bank since April 1, 1995. Mr. Terzian has
been the Executive Vice President, Chief Financial Officer and a Director of
Preferred Capital Corp. since its formation in November 1996. For the five
years prior to April 1, 1995, Mr. Terzian

                                    Page 145

<PAGE>



served as the Chief Financial Officer of Dime Bancorp, Inc. (The Dime Savings 
Bank of New York, FSB).

     Mr. Thomsen has been an Executive Vice President of First Nationwide or
the Bank since the consummation of the FN Acquisition. Mr. Thomsen previously
served as Senior Executive Vice President of Old FNB and a Director from 1992
to 1994. Mr. Thomsen was an Executive Vice President of Old FNB from 1991 to
1992. Mr. Thomsen had been Executive Vice President of Michigan National
Corporation from 1986 to 1991 and a Director from 1989 to 1991, and the
President of Michigan National Bank from 1988 to 1991 and a Director from 1989
to 1991. Mr. Thomsen was Chairman of Independence One Mortgage Corporation, a
subsidiary of Michigan National Bank, from 1986 to 1990.

     Mr. Verhaegen has been an Executive Vice President of the Bank since
February 1997. Mr. Verhaegen previously served as a Managing Director of First
Southwest Company from 1992 to 1994. Mr. Verhaegen served as a Senior Managing
Director and co-head of the Financial Institutions Group of Bear Stearns & Co.
Inc. from 1988 to 1992. From 1994 to 1996, Mr. Verhaegen operated his own
financial advisory and consulting firm.

     Mr. Walker has been an Executive Vice President of First Nationwide or the
Bank since the consummation of the FN Acquisition. Mr. Walker served as Senior
Vice President of First Madison from 1993 to 1994. Mr. Walker previously served
as Senior Vice President of First Gibraltar from 1988 to 1993.

     Ms. Tucei has been a Senior Vice President and the Controller of First
Nationwide or the Bank since the consummation of the FN Acquisition. Ms. Tucei
previously served as Senior Vice President and Controller of First Madison from
1993 to 1994. Ms. Tucei was Senior Vice President and Director of Regulatory
Assistance Compliance for First Gibraltar from 1991 to 1993, and served as
Senior Vice President and Manager of Regulatory Assistance Operations for First
Gibraltar from 1989 to 1991.

     Compensation of Directors

     Directors of Parent Holdings who do not receive compensation as officers
or employees of Parent Holdings or any of its affiliates receive $25,000 per
year plus an additional $1,000 per meeting. Directors of the Bank who do not
receive compensation as officers or employees of the Bank or any of its
affiliates are paid a fee of $3,500 for each meeting of the Board of Directors
they attend and each director who attends 67% or more of the regular meetings
of the Board of Directors during a fiscal year will receive an additional fee
of $9,000. Members of the Audit Committee of the Board of Directors of the Bank
who do not receive compensation as officers or employees of the Bank or any of
its affiliates are paid a fee of $1,500 for each meeting of the Audit Committee
they attend.



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ITEM 11.  EXECUTIVE COMPENSATION

     Parent Holdings is a holding company with no business operations of its
own and accordingly, engages its business through the Bank and its
subsidiaries. The officers of Parent Holdings receive no compensation for their
services to Parent Holdings. Accordingly, the following table sets forth
certain compensation awarded to, earned by or paid to the Chief Executive
Officer of the Company's operating subsidiary, First Nationwide, and the four
most highly paid executive officers of First Nationwide, other than the Chief
Executive Officer, who served as executive officers of First Nationwide at
December 31, 1996 for services rendered in all capacities to First Nationwide
and its subsidiaries during the years ended December 31, 1996, 1995 and 1994.

<TABLE>
<CAPTION>
                                       SUMMARY COMPENSATION TABLE

                                                            Annual Compensation
                                                   ---------------------------------------
                                                                            Other Annual       All Other
     Name and Principal Position         Year      Salary        Bonus    Compensation (1) Compensation (2)
     ---------------------------         ----      ------        -----    ---------------- ----------------
<S>                                     <C>     <C>            <C>        <C>              <C>
     Gerald J. Ford (3)                 1996    $1,500,000     $300,000         $1,152         $63,000
         Chairman & Chief               1995     1,500,000            0          7,644          49,511
         Executive Officer              1994       317,358            0            912           4,500

     Carl B. Webb (4)                   1996       900,000      300,000         22,218          56,206
         President & Chief              1995       900,000            0        274,351          66,707
         Operating Officer              1994       361,724            0        154,496           9,000

     Christie S. Flanagan (3)           1996       700,000      120,000         16,173          52,171
         Executive Vice President &     1995       700,000       20,000         10,892          44,854
         General Counsel                1994       116,669            0              0               0

     Lacy G. Newman, Jr.                1996       475,016      408,505         14,813          54,196
         Executive Vice President       1995       475,000            0        178,457          36,166
         & Chief Credit Officer         1994       345,334            0        124,916           9,000

     James R. Staff                     1996       533,352      250,000         10,411          48,722
         Executive Vice President &     1995       450,000            0         17,348          27,001
         Chief Financial Advisor        1994        65,627            0              0               0
</TABLE>
     ------------------

     (1) Includes: (i) the value of group term life insurance, (ii) amounts
         paid under relocation programs for Messrs. Webb and Newman, (iii) the
         value of the use of First Nationwide-owned automobiles for Messrs.
         Webb, Flanagan, Newman and Staff, (iv) club dues, (v) personal
         financial planning services paid by First Nationwide for Messrs. Ford,
         Webb, Newman and Staff, and (vi) security expenses paid by First
         Nationwide for Messrs. Webb, Flanagan, Newman and Staff.

     (2) Includes: (i) First Nationwide's contributions to the 401(k) plan of
         $8,571 for each named officer in 1996, (ii) First Nationwide's
         contribution to the Supplemental Employees' Investment Plan of
         $54,429, $45,430, $40,629, $44,440, and $38,430 in 1996 for Messrs.
         Ford, Webb, Flanagan, Newman and Staff, respectively, and (iii)
         premiums on supplemental life insurance paid by First Nationwide for
         Messrs. Webb, Flanagan, Newman, and Staff of $2,205, $2,971, $1,185
         and $1,721, respectively, in 1996.

     (3) Mr. Ford became Chief Executive Officer of the Bank upon the
         consummation of the FN Acquisition on October 3, 1994. Messrs.
         Flanagan and Staff became Executive Vice Presidents on October 3 and
         October 17, 1994, respectively.

     (4) Does not include a 1996 payment of $10 million to Mr. Webb by FN
         Holdings under its long term management incentive plan.

     Certain executive officers of the Bank have entered into employment
agreements with the Bank. See "Certain Relationships and Related
Transactions--Executive Employment Agreements." Also, Gerald J. Ford has been
and is

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<PAGE>



presently a party to certain consulting and similar agreements with certain
affiliates of Parent Holdings, as more fully described in "Certain
Relationships and Related Transactions--Transactions with Mr. Ford."

     Effective October 1, 1995, FN Holdings adopted a management incentive plan
(the "Incentive Plan") with respect to certain executive officers of First
Nationwide (the "Participants"). Awards under the Incentive Plan are made in
the form of performance units. Each performance unit entitles the Participants
to receive cash and/or stock options ("Bonuses") based on the Participant's
vested interest in a bonus pool.

     Generally, the Incentive Plan provides for the payment of Bonuses, on a
quarterly basis, to the Participants upon the occurrence of certain events.
Bonuses vest at 20% per year beginning October 1, 1995. The aggregate amount of
Bonuses payable under the Incentive Plan is subject to a cap of $50 million.
During 1995, expense of $2 million was recorded relative to the Incentive Plan.
Additional expense of $35.6 million was recorded related to the Incentive Plan
during the year ended December 31, 1996.

     There were no long-term incentive plan awards in 1996 to the executive
officers named in the preceding table.

     Compensation Committee Interlocks and Insider Participation

     Parent Holdings has no compensation committee. The following directors
serve on the Compensation Committee of the Board of the Bank: Gerald J. Ford,
Howard Gittis, Paul Bass and George Bramblett. During 1996, 1995, and 1994, Mr.
Ford was Chairman of the Board of First Nationwide. In addition, Mr. Ford
controls Hunter's Glen, which owns 100% of the class B common stock of FN
Holdings, representing 20% of the voting common stock (representing
approximately 15% of the voting power of its common stock) of FN Holdings and
serves as President and Director of Parent Holdings. Mr. Gittis is a director
of Parent Holdings, FN Holdings and of the Bank. See "Certain Relationships and
Related Transactions--Transactions with Mr. Ford."


                                    Page 148

<PAGE>




ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Ronald O. Perelman, a Director of the Bank and Chairman of the Board,
Chief Executive Officer and a Director of Parent Holdings, 35 East 62nd Street,
New York, New York 10021, through MacAndrews & Forbes, beneficially owns all of
the outstanding common stock of Parent Holdings. No other director, executive
officer or other person beneficially owns any shares of common stock of Parent
Holdings.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Relationship with MacAndrews & Forbes

     MacAndrews & Forbes beneficially owns all shares of common stock of Parent
Holdings. As a result, MacAndrews & Forbes is able to direct and control the
policies of Parent Holdings and its subsidiaries, including mergers, sales of
assets and similar transactions.

     MacAndrews & Forbes is a diversified holding company with interests in
several industries. Through its 83% ownership of Revlon, MacAndrews & Forbes is
engaged in the cosmetics and skin care, fragrance and personal care products
business. MacAndrews & Forbes owns 83% of Coleman, which is engaged in the
manufacture and marketing of recreational outdoor products, portable
generators, power-washing equipment, spas and hot tubs, and 65% of Meridian
Sports, a manufacturer and marketer of specialized boats and water sports
equipment. Marvel, a youth entertainment company, is 80% owned by MacAndrews &
Forbes. MacAndrews & Forbes also is engaged, through its 85% ownership of Mafco
Consolidated, in the manufacture and distribution of cigars and pipe tobacco
and through its 36% ownership of PCT, in the processing of licorice and other
flavors. MacAndrews & Forbes is also in the financial services business through
the Bank. The principal executive offices of MacAndrews & Forbes are located at
35 East 62nd Street, New York, New York 10021.

     Parent Holdings and certian affiliates of MacAndrews & Forbes are afforded
coverage under selected common insurance policies obtained by MacAndrews &
Forbes. Parent Holdings pays MacAndrews & Forbes its allocable portion of the
cost of this insurance.

     Tax Sharing Agreement

     For federal income tax purposes, Parent Holdings, FN Holdings and the Bank
are included in the Mafco Group, and accordingly their federal taxable income
and loss will be included in the consolidated federal income tax return filed
by Mafco Holdings. Parent Holdings, FN Holdings and the Bank also may be
included in certain state and local tax returns of Mafco Holdings or its
subsidiaries. The Bank, FN Holdings and Mafco Holdings are parties to the Tax
Sharing Agreement, effective as of January 1, 1994, pursuant to which: (i) the
Bank will pay to FN Holdings amounts equal to the taxes that the Bank would be
required to pay if it were to file a return separately from the Mafco Group,
and (ii) FN Holdings will pay to Mafco Holdings amounts equal to the taxes that
FN Holdings would be required to pay if it were to file a consolidated return
on behalf of itself and the Bank separately from the Mafco Group. The Tax
Sharing Agreement allows the Bank to take into account, in determining its
liability to FN Holdings, any net operating losses that it would have been
entitled to utilize if it had filed separate returns for each year since the
formation of the Bank. The Tax Sharing Agreement also allows FN Holdings to
take into account, in determining its liability to Mafco Holdings, any net
operating loss carryovers that it would have been entitled to utilize if it had
filed a consolidated return on behalf of itself and the Bank for each year
since the formation of the Bank.

     First Nationwide has generated significant federal income tax net
operating losses since its formation. This was due, in part, to the fact that
under applicable federal income tax law, the financial assistance received by
First Nationwide pursuant to the Assistance Agreement was excluded from the
taxable income of First Nationwide. In addition to such tax-free financial
assistance, First Nationwide had been entitled to its normal operating
deductions, including interest expense and certain losses relating to its loan
portfolio. As a result, First Nationwide generated significant net operating
losses for federal income tax purposes even though its operations were
profitable. Furthermore,

                                    Page 149

<PAGE>



under the reorganization provisions of the Code, First Nationwide succeeded to
certain net operating loss carryovers of the Texas Closed Banks.

     At December 31, 1996, if FN Holdings would have filed a consolidated tax
return on behalf of itself and its subsidiaries for each year since the
formation of First Nationwide, it would have had approximately $2.1 billion of
regular net operating losses and approximately $750 million of alternative
minimum tax net operating losses. These losses are scheduled to expire in the
year 2004 through 2010. It is expected that under the Tax Sharing Agreement,
the Bank and FN Holdings will be able to eliminate a significant portion of the
amounts they otherwise would be required to pay to FN Holdings and Mafco
Holdings, respectively, and, accordingly, it is not expected that the Bank or
FN Holdings will record a significant amount of income tax expense as members
of the Mafco Group. Payments made by FN Holdings under the Tax Sharing
Agreement with the Mafco Group during the years ended December 31, 1996 and
1995 totalled $14.1 million and $3.1 million, respectively. During 1998 or
1999, the Bank and FN Holdings anticipate that the AMT net operating losses
will be fully utilized and the Bank and FN Holdings will begin providing
federal income tax expense at a rate of 20%. Prior to the Bank and FN Holdings
utilizing all of their AMT net operating losses, they will provide federal
income tax expense at a 2% rate because 90% of AMT net operating losses are
available to offset AMT income.

     Under federal tax law, Parent Holdings, FN Holdings and the Bank will be
subject to several liability with respect to the consolidated federal income
tax liabilities of the Mafco Group for any taxable period during which Parent
Holdings, FN Holdings or the Bank is, as the case may be, a member of such
group. Therefore, FN Holdings or the Bank may be required to pay the Mafco
Group's consolidated Federal tax liability notwithstanding prior payments made
under the Tax Sharing Agreement by FN Holdings or the Bank to Mafco Holdings.
Mafco Holdings has agreed, however, under the Tax Sharing Agreement to
indemnify FN Holdings and the Bank for any such federal income tax liability
(and certain state and local tax liabilities) of Mafco Holdings or any of its
subsidiaries (other than FN Holdings and the Bank) that FN Holdings or the Bank
is actually required to pay.

     Loans to Affiliates

     FN Holdings loaned approximately $46.8 million to an affiliate on March 1,
1996. Such loan accrued interest at the rate of 10.5% over the prevailing yield
to maturity of the five year United States treasury note, and was an unsecured
subordinated obligation of the borrower guaranteed by certain other affiliates
of FN Holdings, which obligation to FN Holdings was evidenced by a promissory
note (the "Promissory Note"). Management believes that the terms and conditions
of such loan were at least as favorable to FN Holdings as might have been
obtained in a similar transaction with an unaffiliated party. On May 15, 1996,
FN Holdings distributed the Promissory Note to Parent Holdings as a partial
redemption of and dividends on class C common stock. Parent Holdings
distributed the Promissory Note in the form of a dividend to an affiliate.

     On September 27, 1996, FN Holdings issued $150 million aggregate
liquidation value of the FN Holdings Preferred Stock to Special Purpose Corp.
and loaned to an affiliate approximately $19 million of the proceeds therefrom.
Such loan accrued interest at the rate of 14%, and was an unsecured
subordinated obligation of the borrower, which obligation to FN Holdings was
evidenced by a promissory note. Management believes that the terms and
conditions of such loan were at least as favorable to FN Holdings as might have
been obtained in similar transaction with an unaffiliated party. Such loan,
together with the accrued interest thereon, was repaid to FN Holdings on
January 3, 1997.

     FN Escrow Merger and Issuance of FN Escrow Preferred Stock

     Simultaneously with the issuance of the FN Holdings 10-5/8% Notes, FN
Escrow issued approximately $36 million aggregate liquidation value of
cumulative perpetual preferred stock, (the "FN Escrow Preferred Stock") to
TNIS. The FN Escrow Preferred Stock had a stated liquidation value of $100,000
per share, plus accrued and unpaid dividends, if any. Cash dividends on the FN
Escrow Preferred Stock were cumulative and accrued at an annual rate of
approximately 7.3% of the stated liquidation value.


                                    Page 150

<PAGE>



     On January 3, 1997 and prior to the consummation of the Cal Fed
Acquisition, FN Escrow was merged with and into FN Holdings in the FN Escrow
Merger and FN Holdings assumed FN Escrow's obligations under the FN Holdings
10-5/8% Notes and the Indenture. In connection with the FN Escrow Merger, each
share of FN Escrow Preferred Stock was converted into and became one share of
cumulative perpetual preferred stock of FN Holdings (the "FN Holdings/FN Escrow
Preferred Stock"), which stock had the same relative rights, terms and
preferences as the FN Escrow Preferred Stock. Immediately after issuance, FN
Holdings redeemed the FN Holdings/FN Escrow Preferred Stock at a redemption
price equal to its stated liquidation value plus accrued and unpaid dividends
to January 3, 1997.

     Transactions with Mr. Ford

     Madison Financial, Inc. ("Madison Financial"), a corporation formerly
owned by Gerald J. Ford, the Chairman of the Board, Chief Executive Officer and
a Director of the Bank, was party to a Consulting Agreement (the "Consulting
Agreement"), effective as of February 1, 1993, between Madison Financial and
TNIS, pursuant to which Madison Financial provided consulting services to TNIS
for a term ending on December 31, 1998. The Consulting Agreement was terminated
in July 1994 in connection with the Exchange Agreement (as defined herein).
Certain costs related to the Consulting Agreement were charged to FN Holdings.

     The Bank is an indirect subsidiary of First Gibraltar Holdings. In
connection with the offering of the FN Holdings Senior Notes, First Gibraltar
Holdings incorporated Parent Holdings and a wholly owned subsidiary of Parent
Holdings, FN Holdings, to hold 100% of the common stock of First Nationwide.
First Gibraltar Holdings contributed all of its shares of capital stock of
First Nationwide to Parent Holdings, which contributed such shares to FN
Holdings in exchange for 1,000 shares of common stock of FN Holdings. FN
Holdings amended its certificate of incorporation to create 800 shares of class
A common stock having one vote per share, 200 shares of class B common stock
having .75 votes per share and 230.3 shares of nonvoting class C common stock,
and Parent Holdings exchanged its 1,000 shares of common stock for 800 shares
of class A common stock. Pursuant to the terms of an Exchange Agreement entered
into between FN Holdings, Mr. Ford and Parent Holdings (the "Exchange
Agreement"), and in connection with the consummation of the FN Acquisition,
Parent Holdings acquired 100% of the class C common stock of FN Holdings (all
of which were redeemed on June 3, 1996) in exchange for $210 million and Mr.
Ford acquired 100% of the class B common stock of FN Holdings in exchange for
his 6.25% of the class A common stock of First Gibraltar Holdings and all of
the shares of Madison Financial, the sole asset of which was the Consulting
Agreement. In addition, FN Holdings also assumed indebtedness of Mr. Ford in
the amount of approximately $11.9 million to TNIS (the "Ford Obligation"),
which obligation has been forgiven by TNIS. As a result of the consummation of
the transactions contemplated by the Exchange Agreement, Mr. Ford owns 100% of
the class B common stock of FN Holdings, representing 20% of its voting common
stock (representing approximately 15% of the voting power of its voting common
stock), and Parent Holdings owns 100% of the class A common stock of FN
Holdings, representing 80% of its voting common stock (representing
approximately 85% of the voting power of its voting common stock). FN Holdings,
Parent Holdings and Mr. Ford have entered into a stockholders agreement (the
"Stockholders Agreement") pursuant to which, among other things, Mr. Ford and
FN Holdings have the right to transfer their respective shares to certain
affiliates. In addition, the Stockholders Agreement contains other customary
provisions regarding restrictions on transfer and registration rights. On
December 29, 1995, Mr. Ford transferred his shares of class B common stock to
Hunter's Glen, which assumed the obligations under, and will receive the
benefits of, the Stockholders Agreement.

     Mr. Ford has entered into a loan agreement with NationsBank of Texas, N.A.
("NationsBank"), whereby NationsBank has loaned Mr. Ford $5 million. Such loan
has a maturity of up to one year and bears interest at a floating interest rate
based on LIBOR. The loan is secured by Mr. Ford's FN Holdings Senior Notes. The
terms of the loan provide that, in the event of default by Mr. Ford under such
loan or in the event of certain rapid and material declines in the value of the
FN Holdings Senior Notes pledged as collateral, NationsBank or any successor or
assignee thereof will have the right to foreclose on the pledged FN Holdings
Senior Notes and sell, or direct Mr. Ford to sell, such FN Holdings Senior
Notes, to certain Qualified Institutional Buyers ("QIBs") (as such term is
defined in Rule 144A under the Securities Act) pursuant to Rule 144A under the
Securities Act, pursuant to Regulation S under the Securities Act, to FN
Holdings or pursuant to a shelf registration statement.


                                    Page 151

<PAGE>



     Mr. Ford has entered into an employment agreement with the Bank calling
for his continued employment by the Bank in his current executive capacity with
an annual base salary of $750,000. The term of this agreement extends through
December 31, 1997, and provides for, among other things, a life insurance
policy on the life of Mr. Ford in an amount equal to three times his base
salary.

     Mr. Ford has also entered into a consulting agreement with First
Nationwide Management Corp. ("First Nationwide Management"), an affiliate of FN
Holdings, providing for the payment to him of annual consulting fees of
$750,000 for 1995 and in increasing amounts through 1997, and certain other
related expenses. Pursuant to an arrangement between First Nationwide
Management and FN Holdings, such consulting fees and other related expenses
paid by First Nationwide Management are charged to FN Holdings. Such charges
amounted to approximately $1,225,000 and $964,000 in 1996 and 1995,
respectively.

     In 1996, as part of the financing for the Cal Fed Acquisition, Special
Purpose Corp. invested $150 million in cash in FN Holdings in exchange for $150
million aggregate liquidation value of FN Holdings Preferred Stock. Such
investment was funded through borrowings by First Gibraltar Holdings under a
credit facility, which borrowings were loaned by First Gibraltar Holdings to
Special Purpose Corp. Special Purpose Corp. pledged its shares of FN Holdings
Preferred Stock to secure the borrowings by First Gibraltar Holdings under such
credit facility. The common stock of Special Purpose Corp. is owned by Mr.
Ford.

     Executive Employment Agreements

     In addition to the employment agreement between Mr. Ford and the Bank (see
"--Transactions with Mr. Ford"), Messrs. Webb, Flanagan, Staff, Newman and
Hodge have entered into employment agreements with the Bank calling for their
continued employment by the Bank in their current executive capacities. All
five agreements are substantially similar in their terms except that Messrs.
Webb, Staff and Newman's employment agreements terminate on January 31, 1998,
Mr. Hodge's terminates on December 31, 1998, and Mr. Flanagan's terminates May
31, 1999 and except that Mr. Flanagan's agreement provides for a $20,000
"substitution" bonus which was paid in 1996. If any of these agreements are
terminated without cause or good reason prior to the respective termination
dates, the executives would receive payment for base salary and benefits due
for the balance of the term. Additionally, each employment agreement provides
for a life insurance policy on the life of the insured in an amount double the
base salary payable by the Bank to such individual. Pursuant to such employment
agreements, the annual base salaries payable by the Bank to Messrs. Webb,
Flanagan, Staff, Newman and Hodge are $900,000, $700,000, $550,000, $475,000,
and $250,000 respectively.

     Pursuant to an Agreement for Provision of Services between First
Nationwide and First Nationwide Management, dated December 1, 1994 (the
"Services Agreement"), a portion of the salaries payable by the Bank to Messrs.
Webb, Flanagan and Staff is charged to First Nationwide Management so that the
annual net base compensation payable by the Bank will be $600,000, $350,000 and
$275,000 for Messrs. Webb, Flanagan and Staff, respectively. All of such fees
paid by First Nationwide Management are charged to FN Holdings for services
performed by these executives. The total amounts of fees received by First
Nationwide pursuant to the Services Agreement were approximately $1,379,000,
$1,092,000 and $214,000 in 1996, 1995 and 1994, respectively, which fees are
included in the amounts allocated by First Nationwide Management to FN
Holdings.

     First Nationwide has also entered into an employment agreement with Mr.
Gordon effective as of the consummation of the SFFed Acquisition, for a term
ending on January 30, 1999. Pursuant to such agreement, the annual base salary
payable to Mr. Gordon is $400,000. Mr. Gordon's agreement also provides for a
life insurance policy on the life of the insured in an amount equal to
$714,000. Mr. Gordon's employment agreement will be terminated effective March
31, 1997, at which time he will receive payment for base salary due for the
balance of the term and benefits through January 31, 1998.

     In January 1997, the Bank entered into a Consulting Agreement with Mr.
Harshfield whereby he agreed to assist the Bank in its pursuit of the
California Federal Litigation. Mr. Harshfield will receive $100,000 per year
for each of the two years of the agreement.


                                    Page 152

<PAGE>



     Effective January 8, 1996, FNMC entered into an employment agreement with
Mr. Klein, for a term ending January 7, 1999. Pursuant to this employment
agreement, Mr. Klein receives a base salary of $300,000 per year. The agreement
also provides for life insurance on the life of the insured in the amount of
$450,000. If Mr. Klein's agreement is terminated without cause or good reason
prior to the termination date, he would receive payment for base salary and
benefits due for the balance of the term. In addition, Mr. Klein has a sale
guarantee that would provide a payment equal to the greater of $1.35 million or
three times his prior year base salary plus bonus, should FNMC be sold during
the term of this agreement.

     Services Agreements

     First Nationwide Management allocates certain of its expenditures to FN
Holdings. Such expenditures relate to salaries and benefits payable to selected
Bank employees (including Messrs. Webb, Flanagan and Staff), aviation and other
expenses. Pursuant to this arrangement, approximately $2,524,000, $1,935,000
and $459,000 was allocated by First Nationwide Management to FN Holdings for
the years ended December 31, 1996, 1995 and 1994, respectively, including the
fees paid to First Nationwide under the Services Agreement.

     Effective December 1, 1994, First Nationwide entered into the Services
Agreement with First Nationwide Management whereby selected Bank employees
(including Messrs. Webb, Flanagan, and Staff) provided services for First
Nationwide Management and certain of its subsidiaries. Fees are paid to First
Nationwide under the Services Agreement at the rate of approximately $107,000
per month based on actual services provided and approximated $1,379,000,
$1,092,000 and $86,000 for the years ended December 31, 1996, 1995 and 1994,
respectively.

     Effective on June 1, 1995, First Nationwide entered into an agreement
whereby it provides marketing and other support services to TNIS in connection
with the insurance agency business it purchased from a First Nationwide
subsidiary on the same date. Service charges under this agreement amounted to
approximately $13,300 and $43,000 per month during 1996 and 1995, respectively.
Management believes that the terms and conditions of these arrangements are at
least as favorable to First Nationwide as that which could be obtained from
similar arrangements with an unaffiliated party.

     Sale of Business to TNIS

     Effective on June 1, 1995, FNC Insurance Agency, Inc., a wholly owned
subsidiary of First Nationwide, sold that portion of its insurance agency
business related to marketing insurance products to First Nationwide's retail
deposit and consumer loan customers to TNIS for approximately $0.7 million.
Management believes that the terms and conditions of this transaction are at
least as favorable to First Nationwide as might have been obtained in a similar
transaction with an unaffiliated party.

     Loans to Executive Officers and Directors

     Some of the Bank's executive officers, directors, and members of their
immediate families have engaged in loan transactions with the Bank. Such loans
were made: (i) in the ordinary course of the Bank's business, (ii) on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions between the Bank and other
persons, and (iii) did not involve more than the normal risk of collectibility
or present other unfavorable features.


                                    Page 153

<PAGE>



PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)  1.  FINANCIAL STATEMENT SCHEDULES

     Schedules are omitted because of the absence of conditions under which
they are required or because the required information is provided in the
consolidated financial statements or notes thereto.

(B)  EXHIBITS

     3.1 Third Restated Certificate of Incorporation of the Registrant.
         (Incorporated by reference to Exhibit 3.1 to the Registrant's
         Registration Statement on Form S-1 (File No. 333-4026)).

     3.2 By-laws of the Registrant. (Incorporated by reference to Exhibit 3.2
         to the Registrant's Registration Statement on Form S-1 (File No.
         333-4026)).

     4.1 Indenture, dated as of April 15, 1996 between the Registrant and The
         Bank of New York, as trustee, relating to the 12-1/2% Senior Exchange
         Notes due 2003. (Incorporated by reference to Exhibit 4.1 to the
         Registrant's Registration Statement on Form S-1 (File No. 333-4026)).

     4.2 Indenture, dated as of September 19, 1996, between First Nationwide
         Escrow Corp. and The Bank of New York, as trustee, relating to the
         10-5/8% Senior Subordinated Exchange Notes Due 2003 (the "FN Holdings
         10-5/8% Notes"). (Incorporated by reference to Exhibit 4.1 to
         Amendment No. 1 to First Nationwide Holdings Inc.'s ("FN Holdings")
         Registration Statement on Form S-1 (File No. 333- 21015)).

     4.3 First Supplemental Indenture, dated as of January 3, 1997, among FN
         Holdings, First Nationwide Escrow Corp. and The Bank of New York, as
         trustee, relating to the FN Holdings 10-5/8% Notes. (Incorporated by
         reference to Exhibit 4.2 to Amendment No. 1 to FN Holdings'
         Registration Statement on Form S-1 (File No. 333-21015)).

     4.4 Indenture, dated as of January 31, 1996, between FN Holdings and The
         Bank of New York, as trustee, relating to the 9-1/8% Senior
         Subordinated Exchange Notes Due 2003. (Incorporated by reference to
         Exhibit 4.1 to FN Holdings' Registration Statement on Form S-1 (File
         No. 333-00854)).

     4.5 Indenture, dated as of July 15, 1994, between FN Holdings and The
         First National Bank of Boston, as trustee, relating to the 12-1/4%
         Senior Exchange Notes Due 2001 (the "12-1/4% Senior Note Indenture").
         (Incorporated by reference to Exhibit 4.1 to FN Holdings' Registration
         Statement on Form S-1 (File No. 33-82654)).

     4.6 First Supplemental Indenture, dated as of January 17, 1997, between FN
         Holdings and State Street Bank and Trust Company, as trustee,
         supplementing the 12-1/4% Senior Note Indenture. (Incorporated by
         reference to Exhibit 4.5 to Amendment No. 1 to FN Holdings'
         Registration Statement on Form S-1 (File No. 333-21015)).

     4.7 Indenture, dated as of October 1, 1986, between First Nationwide Bank,
         A Federal Savings Bank, and Bank of America National Trust and Savings
         Association Re: $100,000,000 10% Subordinated Debentures due 2006 (the
         "2006 Indenture"). (Incorporated by reference to Exhibit 4.5 to FN
         Holdings' Annual Report on Form 10-K for the year ended December 31,
         1994.)

     4.8 First Supplemental Indenture, dated as of September 30, 1994, among
         First Madison Bank, FSB, First Nationwide Bank, A Federal Savings
         Bank, and Bank of America National Trust and Savings

                                    Page 154

<PAGE>



         Association, supplementing the 2006 Indenture. (Incorporated by
         reference to Exhibit 4.6 to FN Holdings' Annual Report on Form 10-K
         for the year ended December 31, 1994.)

     4.9 Second Supplemental Indenture, dated as of January 3, 1997, among
         First Nationwide Bank, A Federal Savings Bank, California Federal
         Bank, A Federal Savings Bank and Bank of America National Trust and
         Savings Association, as trustee, supplementing the 2006 Indenture.
         (Incorporated by reference to Exhibit 4.8 to Amendment No. 1 to FN
         Holdings' Registration Statement on Form S-1 (File No. 333-21015)).

    4.10 Indenture, dated February 15, 1986, between Cal Fed Bancorp Inc. and
         Manufacturers Hanover Trust Company, as trustee, relating to the
         6-1/2% Convertible Subordinated Debentures Due 2001 (the "6- 1/2%
         Convertible Debenture Indenture"). (Incorporated by reference to
         Exhibit 4.11 to Amendment No. 1 to FN Holdings' Registration Statement
         on Form S-1 (File No. 333-21015)).

    4.11 First Supplemental Indenture, dated as of December 16, 1992, among
         Cal Fed Bancorp Inc., XCF Acceptance Corporation, California Federal
         Bank, A Federal Savings Bank, and Chemical Bank, supplementing the
         6-1/2% Convertible Debenture Indenture. (Incorporated by reference to
         Exhibit 4.12 to Amendment No. 1 to FN Holdings' Registration Statement
         on Form S-1 (File No. 333- 21015)).

    4.12 Second Supplemental Indenture dated as of December 13, 1996 among XCF
         Acceptance Corporation, California Federal Bank, A Federal Savings
         Bank, and The Chase Manhattan Bank, as trustee, supplementing the
         6-1/2% Convertible Debenture Indenture. (Incorporated by reference to
         Exhibit 4.13 to Amendment No. 1 to FN Holdings' Registration Statement
         on Form S-1 (File No. 333- 21015)).

    4.13 Third Supplemental Indenture dated as of December 13, 1996 among Cal
         Fed Bancorp Inc., XCF Acceptance Corporation, California Federal Bank,
         A Federal Savings Bank, and The Chase Manhattan Bank, as Trustee,
         supplementing the 6-1/2% Convertible Debenture Indenture.
         (Incorporated by reference to Exhibit 4.14 to Amendment No. 1 to FN
         Holdings' Registration Statement on Form S-1 (File No. 333-21015)).

    4.14 Fourth Supplemental Indenture dated as of December 13, 1996 among Cal
         Fed Bancorp Inc., XCF Acceptance Corporation, and The Chase Manhattan
         Bank, as trustee, supplementing the 6-1/2% Convertible Debenture
         Indenture. (Incorporated by reference to Exhibit 4.15 to Amendment No.
         1 to FN Holdings' Registration Statement on Form S-1 (File No.
         333-21015)).

    4.15 Indenture, dated December 1, 1992, between California Federal Bank, A
         Federal Savings Bank and Chemical Bank, as trustee, relating to the
         10% Subordinated Debentures Due 2003. (Incorporated by reference to
         Exhibit 4.16 to Amendment No. 1 to FN Holdings' Registration Statement
         on Form S-1 (File No. 333-21015)).

    4.16 Agreement Regarding Contingent Litigation Recovery Participation
         Interests, dated as of June 30, 1995, between California Federal Bank,
         A Federal Savings Bank, and Chemical Trust Company of California, as
         Interest Agent. (Incorporated by reference to Exhibit 4.17 to
         Amendment No. 1 to FN Holdings' Registration Statement on Form S-1
         (File No. 333-21015)).

    4.17 Agreement regarding Secondary Contingent Litigation Recovery
         Participation Interests, dated as of December 2, 1996, between
         California Federal Bank, A Federal Savings Bank, and ChaseMellon
         Shareholder Services, L.L.C., as Interest Agent. (Incorporated by
         reference to Exhibit 4.18 to Amendment No. 1 to FN Holdings'
         Registration Statement on Form S-1 (File No. 333-21015)).

    4.18 Note Agreement Regarding $50,000,000 aggregate principal amount of
         10.668% Senior Subordinated

                                    Page 155

<PAGE>



         Notes Due 1998 of California Federal Bank, A Federal Savings Bank.
         (Incorporated by reference to Exhibit 4.19 to Amendment No. 1 to FN
         Holdings' Registration Statement on Form S-1 (File No. 333-21015)).

    10.1 Tax Sharing Agreement, effective as of January 1, 1994, by and among
         First Madison Bank, FSB, FN Holdings and Mafco Holdings, Inc.
         (Incorporated by reference to Exhibit 10.10 to FN Holdings'
         Registration Statement on Form S-1 (File No. 33-82654)).

    10.2 Asset Purchase Agreement, dated as of April 14, 1994, between First
         Madison Bank, FSB, and First Nationwide Bank, A Federal Savings Bank.
         (Incorporated by reference to Exhibit 2.1 to FN Holdings' Current
         Report on Form 8-K dated October 3, 1994.)

    10.3 Amendment No. 1 to the Asset Purchase Agreement, dated as of
         September 30, 1994, between First Madison Bank, FSB, and First
         Nationwide Bank, A Federal Savings Bank. (Incorporated by reference to
         Exhibit 2.3 to FN Holdings' Current Report on Form 8-K dated October
         3, 1994.)

    10.4 Amendment No. 2 to the Asset Purchase Agreement, dated as of
         September 30, 1994, between First Madison Bank, FSB, and First
         Nationwide Bank, A Federal Savings Bank. (Incorporated by reference to
         Exhibit 2.4 to FN Holdings' Current Report on Form 8-K dated October
         3, 1994.)

    10.5 Exchange Agreement dated September 26, 1994 by and among Gerald J.
         Ford, First Nationwide Holdings Inc. and NationsBank of Texas, N.A.
         (Incorporated by reference to Exhibit 10.12 to Amendment No. 2 to FN
         Holdings' Registration Statement on Form S-1 (File No. 33-82654)).

    10.6 Exchange Agreement dated October 20, 1994 between Carl B. Webb and FN
         Holdings. (Incorporated by reference to Exhibit 10.11 to FN Holdings'
         Registration Statement on Form S-1 (File No. 333- 00854)).

    10.7 Stockholders Agreement dated October 3, 1994 by and among Gerald J.
         Ford, FN Holdings and the Registrant. (Incorporated by reference to
         Exhibit 10.16 to Amendment No. 2 to FN Holdings' Registration
         Statement on Form S-1 (File No. 33-82654)).

    10.8 Office Lease, dated as of November 15, 1990, between Webb/San
         Francisco Ventures, Ltd. and First Nationwide Bank, A Federal Savings
         Bank. Confidential treatment has been granted for portions of this
         document (Incorporated by reference to Exhibit 10.6 to Amendment No. 3
         to FN Holdings' Registration Statement on Form S-1 (File No.
         33-82654)).

    10.9 Employment Agreement between First Nationwide Bank, A Federal Savings
         Bank, and Gerald J. Ford, dated as of October 1, 1994. (Incorporated
         by reference to Exhibit 10.13 to FN Holdings' Annual Report on Form
         10-K for the year ended December 31, 1994.)

   10.10 Employment Agreement between First Nationwide Bank, A Federal
         Savings Bank, and Carl B. Webb, II, dated as of February 1, 1995.
         (Incorporated by reference to Exhibit 10.14 to FN Holdings' Annual
         Report on Form 10-K for the year ended December 31, 1994.)

   10.11 Amendment to Employment Agreement, dated as of June 1, 1996, between
         First Nationwide Bank, A Federal Savings Bank, and Carl B. Webb, II.
         (Incorporated by reference to Exhibit 10.1 to FN Holdings' Current
         Report on Form 8-K dated August 30, 1996 ( the "August 1996 Form
         8-K")).

   10.12 Employment Agreement, dated as of June 1, 1996, between First
         Nationwide Bank, A Federal Savings Bank, and Christie S. Flanagan.
         (Incorporated by reference to Exhibit 10.4 to the August 1996 Form
         8-K.)


                                    Page 156

<PAGE>



   10.13 Employment Agreement between First Nationwide Bank, A Federal
         Savings Bank, and James R. Staff, dated as of February 1, 1995.
         (Incorporated by reference to Exhibit 10.16 to FN Holdings' Annual
         Report on Form 10-K for the year ended December 31, 1994.)

   10.14 Amendment to Employment Agreement, dated as of June 1, 1996, between
         First Nationwide Bank, A Federal Savings Bank, and James R. Staff.
         (Incorporated by reference to Exhibit 10.3 to the August 1996 Form
         8-K.)

   10.15 Employment Agreement between First Nationwide Bank, A Federal
         Savings Bank, and Lacy G. Newman, Jr. dated as of February 1, 1995.
         (Incorporated by reference to Exhibit 10.17 to FN Holdings'
         Registration Statement on Form S-1 (File No. 333-00854)).

   10.16 Amendment to Employment Agreement, dated as of June 1, 1996, between
         First Nationwide Bank, A Federal Savings Bank, and Lacy G. Newman, Jr.
         (Incorporated by reference to Exhibit 10.5 to the August 1996 Form
         8-K.)

   10.17 Employment Agreement between First Nationwide Bank, A Federal
         Savings Bank, and Roger L. Gordon as of January 20, 1996.
         (Incorporated by reference to Exhibit 10.15 to FN Holdings' Annual
         Report on Form 10-K for the year ended December 31, 1995.)

   10.18 Employment Agreement dated as of January 1, 1996, between First
         Nationwide, A Federal Savings Bank and Richard P. Hodge. (Incorporated
         by reference to Exhibit 10.16 to FN Holdings' Annual Report on Form
         10-K for the year ended December 31, 1995.)

   10.19 Amendment to Employment Agreement, dated as of June 1, 1996, between
         First Nationwide Bank, A Federal Savings Bank, and Richard P. Hodge
         (Incorporated by reference to Exhibit 10.2 to the August 1996 Form
         8-K.)

   10.20 Employment Agreement between First Nationwide Bank, A Federal
         Savings Bank, and Walter C. Klein, Jr., dated as of January 8, 1996.
         (Incorporated by reference to Exhibit 10.43 to Amendment No. 1 to FN
         Holdings' Registration Statement on Form S-1 (File No. 333-21015)).

   10.21 Post-Employment Consulting Agreement between California Federal
         Bank, A Federal Savings Bank and Edward G. Harshfield, dated January
         6, 1997. (Incorporated by reference to Exhibit 10.44 to Amendment No.
         1 to FN Holdings' Registration Statement on Form S-1 (File No.
         333-21015)).

   10.22 Special Bonus Agreement, dated as of November 25, 1996, by and
         between First Nationwide Holdings Inc. and Carl B. Webb.

   10.23 Mortgage Company Asset Sale Agreement by and among Resolution Trust
         Corporation as conservator for Standard Federal Savings Association,
         America's Mortgage Servicing, Inc., A Mortgage Company, America's
         Lending Network, Inc., and Stanfed Financial Services, Inc.; and First
         Nationwide Mortgage Corporation dated as of December 1, 1994.
         (Incorporated by reference to Exhibit 10.18 to FN Holdings' Annual
         Report on Form 10-K for the year ended December 31, 1994.)

   10.24 Receivables Sale Agreement by and among Resolution Trust Corporation
         as conservator for Standard Federal Savings Association, America's
         Mortgage Servicing, Inc., A Mortgage Company, and America's Lending
         Network, Inc.; and First Nationwide Mortgage Corporation, dated as of
         December 1, 1994. (Incorporated by reference to Exhibit 10.19 to FN
         Holdings' Annual Report on Form 10-K for the year ended December 31,
         1994.)

   10.25 Purchase and Sale Agreement by and between Resolution Trust
         Corporation in its corporate capacity and First Nationwide Mortgage
         Corporation, dated as of December 1, 1994. (Incorporated by

                                    Page 157

<PAGE>



         reference to Exhibit 10.20 to FN Holdings' Annual Report on Form 10-K
         for the year ended December 31, 1994.)

   10.26 Purchase and Sale Agreement by and among Resolution Trust
         Corporation as receiver of or conservator for certain associations and
         First Nationwide Mortgage Corporation, dated as of December 1, 1994.
         (Incorporated by reference to Exhibit 10.21 to FN Holdings' Annual
         Report on Form 10-K for the year ended December 31, 1994.)

   10.27 Letter agreement between the Resolution Trust Corporation, as
         conservator for Standard Federal Savings Association, et al., and
         First Nationwide Mortgage Corporation, dated December 2, 1994,
         regarding the Mortgage Company Asset Sale Agreement, Receivable Sales
         Agreement, and two Purchase and Sales Agreements among such parties,
         dated as of December 1, 1994. (Incorporated by reference to Exhibit
         10.22 to FN Holdings' Annual Report on Form 10-K for the year ended
         December 31, 1994.)

   10.28 Letter agreement between the Resolution Trust Corporation, as
         conservator for Standard Federal Savings Association, et al., and
         First Nationwide Mortgage Corporation, dated February 23, 1995,
         regarding the Mortgage Company Asset Sale Agreement, Receivable Sales
         Agreement, and two Purchase and Sales Agreements among such parties,
         dated as of December 1, 1994. (Incorporated by reference to Exhibit
         10.23 to FN Holdings' Annual Report on Form 10-K for the year ended
         December 31, 1994.)

   10.29 Letter agreement between the Resolution Trust Corporation, as
         conservator for Standard Federal Savings Association, et al., and
         First Nationwide Mortgage Corporation, dated February 24, 1995,
         regarding the Mortgage Company Asset Sale Agreement among such
         parties, dated as of December 1, 1994. (Incorporated by reference to
         Exhibit 10.24 to FN Holdings' Annual Report on Form 10-K for the year
         ended December 31, 1994.)

   10.30 Letter agreement between the Resolution Trust Corporation, as
         conservator for Standard Federal Savings Association, et al., and
         First Nationwide Mortgage Corporation, dated February 28, 1995,
         regarding the Mortgage Company Asset Sale Agreement among such
         parties, dated as of December 1, 1994 (power of attorney matters).
         (Incorporated by reference to Exhibit 10.25 to FN Holdings' Annual
         Report on Form 10-K for the year ended December 31, 1994.)

   10.31 Letter agreement between the Resolution Trust Corporation, as
         conservator for Standard Federal Savings Association, et al., and
         First Nationwide Mortgage Corporation, dated February 28, 1995,
         regarding the Mortgage Company Asset Sale Agreement among such
         parties, dated as of December 1, 1994 (amendments to schedules).
         (Incorporated by reference to Exhibit 10.26 to FN Holdings' Annual
         Report on Form 10-K for the year ended December 31, 1994.)

   10.32 Agreement for Provision of Services between First Nationwide Bank, A
         Federal Savings Bank and Trans Network Insurance Services, Inc. (then
         named "First Gibraltar (Parent) Holdings Inc."), dated as of December
         1, 1994. (Incorporated by reference to Exhibit 10.27 to FN Holdings'
         Annual Report on Form 10-K for the year ended December 31, 1994.)

   10.33 Assignment from Trans Network Insurance Services Inc. to First
         Nationwide Management Corp. of Agreement for Provision of Services.
         (Incorporated by reference to Exhibit 10.37 to FN Holdings' Annual
         Report on Form 10-K for the year ended December 31, 1995.)

   10.34 Asset Purchase Agreement between Trans Network Insurance Services
         Inc. and FNC Insurance Agency, Inc. dated effective June 1, 1995.
         (Incorporated by reference to Exhibit 10.24 to Post- Effective
         Amendment No. 1 to FN Holdings' Registration Statement on Form S-1
         (File No. 33- 82654)).

                                    Page 158

<PAGE>



   10.35 Trans Network Marketing and Support Services Agreement between First
         Nationwide Bank, A Federal Savings Bank, and Trans Network Insurance
         Services Inc. dated effective June 1, 1995. (Incorporated by reference
         to Exhibit 10.25 to Post-Effective Amendment No. 1 to FN Holdings'
         Registration Statement on Form S-1 (File No. 33-82654)).

   10.36 Amendment No. 2 to Lease between First Nationwide Bank, A Federal
         Savings Bank, and RNM 135 Main, L.P. dated April 6, 1995.
         (Incorporated by reference to Exhibit 10.26 to Post-Effective
         Amendment No. 1 to FN Holdings' Registration Statement on Form S-1
         (File No. 33-82654)).

   10.37 Consulting Agreement between First Nationwide Management Corp. and
         Gerald J. Ford dated as of October 1, 1994. (Incorporated by reference
         to Exhibit 10.27 to Post-Effective Amendment No. 1 to FN Holdings'
         Registration Statement on Form S-1 (File No. 33-82654)).

   10.38 First Amendment, dated as of January 1, 1995, by and among First
         Nationwide Management Corp., Diamond A-Ford Corporation, Trans Network
         Insurance Services, Inc. and Gerald J. Ford, supplementing the
         Consulting Agreement between First Nationwide Management Corp. and
         Gerald J. Ford dated as of October 1, 1994. (Incorporated by reference
         to Exhibit 10.33 to FN Holdings' Registration Statement on Form S-1
         (File No. 333-00854)).

   10.39 Management Incentive Plan for Certain Employees of First Nationwide
         Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit
         10.34 to FN Holdings' Registration Statement on Form S-1 (File No.
         333-00854)).

   10.40 Reimbursement and Expense Allocation Agreement, dated as of January
         1, 1996, by and between First Nationwide Management Corp. and FN
         Holdings. (Incorporated by reference to Exhibit 10.35 to FN Holdings'
         Registration Statement on Form S-1 (File No. 333-00854)).

   10.41 Registration Agreement, dated September 13, 1996, among FN Holdings
         Inc., First Nationwide Escrow Corp. and the initial purchasers named
         therein relating to the FN Holdings 10-5/8% Notes. (Incorporated by
         reference to Exhibit 4.20 to Amendment No. 1 to FN Holdings'
         Registration Statement on Form S-1 (File No. 333-21015)).

   10.42 Amended and Restated Agreement and Plan of Merger dated as of the
         27th day of July, 1996 by and among First Nationwide Holdings Inc.,
         CFB Holdings, Inc., Cal Fed Bancorp Inc. and California Federal Bank,
         A Federal Savings Bank. (Incorporated by reference to Exhibit 2.1 to
         FN Holdings' Registration Statement on Form S-1 (File No. 333-21015)).

    12.1 Statement regarding the computation of ratio of earnings to fixed
         charges for the Registrant.

     21.1 Subsidiaries of the Registrant.

     24.1 Power of Attorney executed by Ronald O. Perelman.

     24.2 Power of Attorney executed by Howard Gittis.

     24.3 Power of Attorney executed by Gerald J. Ford.

     27.1 Financial Data Schedule.


(C)  REPORTS ON FORM 8-K

     None.

                                    Page 159

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: March 27, 1997

                                       FIRST NATIONWIDE (PARENT) HOLDINGS INC.


                                       By:            *
                                         ----------------------------
                                         Ronald O. Perelman
                                         Chairman of the Board
                                         and Chief Executive Officer


     Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
                NAME                                       TITLE                                    DATE
                ----                                       -----                                    ----
<S>                                                    <C>                                      <C>

                 *                    
--------------------------------------                 Chairman of the Board, Chief              March 27, 1997
         Ronald O. Perelman                            Executive Officer and Director
                                                       (Principal Executive Officer)
                 *
--------------------------------------                 President and Director                    March 27, 1997
           Gerald J. Ford


                 *                                     Vice Chairman  and Director               March 27, 1997
--------------------------------------
            Howard Gittis

       /s/ Irwin Engelman                              Executive Vice President and              March 27, 1997
--------------------------------------
           Irwin Engelman                              Chief Financial Officer
                                                       (Principal Financial Officer)

       /s/ Laurence Winoker                            Vice President and Controller             March 27, 1997
--------------------------------------                 (Principal Accounting Officer)
          Laurence Winoker          
</TABLE>

*  Joram C. Salig, by signing his name hereto, does hereby execute this report
   on Form 10-K on behalf of the directors and officers of the Registrant
   indicated above by asterisks, pursuant to powers of attorney duly executed
   by such directors and officers and filed as exhibits to this report on Form
   10-K.


                                         By: /s/ Joram C. Salig
                                            -----------------------------------
                                            Joram C. Salig
                                            Attorney-in-fact


<PAGE>













                    FIRST NATIONWIDE (PARENT) HOLDINGS INC.

                       CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

                  (WITH INDEPENDENT AUDITORS' REPORT THEREON)






<PAGE>

                         INDEX TO FINANCIAL STATEMENTS


                                                                         Page
                                                                         ----
 At December 31, 1996 and 1995 and for the years ended 
 December 31, 1996, 1995 and 1994:

Independent Auditors' Report                                              F-1

Consolidated Statements of Financial Condition                            F-2

Consolidated Statements of Operations                                     F-3

Consolidated Statements of Stockholder's Equity                           F-4

Consolidated Statements of Cash Flows                                     F-5

Notes to Consolidated Financial Statements                                F-8




                                      F-1

<PAGE>











                          INDEPENDENT AUDITORS' REPORT


Board of Directors
First Nationwide (Parent) Holdings Inc.:

We have audited the accompanying consolidated statements of financial condition
of First Nationwide (Parent) Holdings Inc. and subsidiaries (the "Company") as
of December 31, 1996 and 1995, and the related consolidated statements of
operations, stockholder's equity, and cash flows for each of the years in
three-year period ended December 31, 1996. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of First Nationwide
(Parent) Holdings Inc. and subsidiaries as of December 31, 1996 and 1995, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.

As discussed in note 3 to the consolidated financial statements, the Company
adopted the provisions of the Financial Accounting Standard Board's Statement
of Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing
Rights" in 1995.




                                            KPMG Peat Marwick LLP

Dallas, Texas
March 7, 1997




                                      F-2

<PAGE>



            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                           DECEMBER 31, 1996 AND 1995
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                      1996             1995
                                                                                      ----             ----
<S>                                                                                 <C>          <C>
                                 ASSETS

Cash and amounts due from banks                                                     $   135,534   $   154,758
Interest-bearing deposits in other banks                                                 20,619        32,778
Short-term investment securities                                                        113,716       125,035
                                                                                    -----------   -----------
   Cash and cash equivalents                                                            269,869       312,571

Securities available for sale, at fair value                                            542,019       348,561
Securities held to maturity (fair value $4,287 in 1996 and $1,455 in 1995)                4,272         1,455
Mortgage-backed securities available for sale, at fair value                          1,598,652     1,477,514
Mortgage-backed securities held to maturity (fair value $1,653,847 in 1996 and
     $1,567,197 in 1995)                                                              1,621,662     1,524,488
Loans held for sale, net                                                                825,316     1,203,412
Loans receivable, net                                                                10,222,379     8,831,018
Covered assets                                                                               --        39,349
Investment in Federal Home Loan Bank ("FHLB") System                                    220,962       109,943
Office premises and equipment, net                                                      100,164        93,509
Foreclosed real estate, net                                                              51,987        48,535
Accrued interest receivable                                                             106,034       100,604
Intangible assets (net of accumulated amortization of $11,141 in 1996 and
     $1,696 in 1995)                                                                    140,564        18,606
Mortgage servicing rights                                                               423,692       241,355
Other assets                                                                            459,968       295,325
                                                                                    -----------   -----------
     Total assets                                                                   $16,587,540   $14,646,245
                                                                                    ===========   ===========

         LIABILITIES, MINORITY INTEREST AND STOCKHOLDER'S EQUITY

Deposits                                                                            $ 8,501,883   $10,241,628
Securities sold under agreements to repurchase                                        1,583,387       969,510
Borrowings                                                                            5,364,894     2,392,862
Other liabilities                                                                       351,913       279,099
                                                                                    -----------   -----------
     Total liabilities                                                               15,802,077    13,883,099
                                                                                    -----------   -----------

Commitments and contingencies

Minority interest - Bank preferred stock                                                309,376       300,730
Minority interest - Hunter's Glen                                                       153,684        58,261
Minority interest - FN Holdings preferred stock                                         150,792            --

Stockholder's equity:
   Common stock, $1.00 par value, 1,000 shares authorized, issued and outstanding             1             1
   Additional paid-in capital                                                               161       267,055
   Net unrealized holding gain on securities available for sale                          36,975        50,810
   Retained earnings (substantially restricted)                                         134,474        86,289
                                                                                    -----------   -----------
     Total stockholder's equity                                                         171,611       404,155
                                                                                    -----------   -----------
     Total liabilities, minority interest and stockholder's equity                  $16,587,540   $14,646,245
                                                                                    ===========   ===========

</TABLE>
          See accompanying notes to consolidated financial statements.



                                      F-3

<PAGE>



            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                               1996            1995         1994
                                                                               ----            ----         ----
<S>                                                                        <C>            <C>           <C>
Interest income:
   Loans receivable                                                        $   884,905    $   799,607    $   212,553
   Mortgage-backed securities available for sale                               115,983             --             --
   Mortgage-backed securities held to maturity                                 135,103        212,880         43,015
   Covered assets                                                                1,413         10,705         29,991
   Loans held for sale                                                          61,595         24,257            583
   Securities available for sale                                                31,416             --             --
   Securities held to maturity                                                     257         26,885          4,820
   Interest-bearing deposits in other banks                                      3,127          1,511          2,177
                                                                           -----------    -----------    -----------
     Total interest income                                                   1,233,799      1,075,845        293,139
                                                                           -----------    -----------    -----------
Interest expense:
   Deposits                                                                    419,174        447,359        100,957
   Securities sold under agreements to repurchase                              120,280        104,957         18,863
   Borrowings                                                                  308,840        182,499         80,025
                                                                           -----------    -----------    -----------
     Total interest expense                                                    848,294        734,815        199,845
                                                                           -----------    -----------    -----------
     Net interest income                                                       385,505        341,030         93,294
Provision for loan losses                                                       39,600         37,000          6,226
                                                                           -----------    -----------    -----------
     Net interest income after provision for loan losses                       345,905        304,030         87,068
                                                                           -----------    -----------    -----------

Noninterest income:
   Loan servicing fees, net                                                    123,887         70,265         10,042
   Customer banking fees and service charges                                    45,044         47,493         10,595
   Management fees                                                               9,694         15,141         13,121
   Gain (loss) on sale of loans, net                                            17,802            (26)          (158)
   Gain on sale of assets, net                                                  38,118            173              6
   Gain on sales of branches                                                   363,342             --             --
   Gain from termination of Assistance Agreement                                25,632             --             --
   Other income                                                                 29,859         17,927          7,552
                                                                           -----------    -----------    -----------
     Total noninterest income                                                  653,378        150,973         41,158
                                                                           -----------    -----------    -----------

Noninterest expense:
   Compensation and employee benefits                                          204,818        154,288         48,846
   Occupancy and equipment                                                      51,936         49,897         12,247
   Data processing                                                              10,491          9,787          2,888
   Savings Association Insurance Fund ("SAIF") deposit insurance premium        81,149         22,262          6,813
   Marketing                                                                    10,908         10,810          3,385
   Professional fees                                                            21,524         11,802          2,622
   Loan expense                                                                 31,282         12,431          1,132
   Foreclosed real estate operations, net                                       (7,390)          (927)          (528)
   Amortization of intangible assets                                             9,445          1,474            222
   Other                                                                        77,573         60,729         18,671
                                                                           -----------    -----------    -----------
     Total noninterest expense                                                 491,736        332,553         96,298
                                                                           -----------    -----------    -----------
Income before income taxes, extraordinary item and minority interest           507,547        122,450         31,928
Income tax (benefit) expense                                                   (75,807)       (57,185)         2,558
                                                                           -----------    -----------    -----------
Income before extraordinary item and minority interest                         583,354        179,635         29,370
Extraordinary item - (loss) gain on early extinguishment of debt                (1,586)         1,967          1,376
                                                                           -----------    -----------    -----------
Income before minority interest                                                581,768        181,602         30,746
Minority interest - Bank preferred stock dividends                              43,230         34,584             --
Minority interest - Hunter's Glen                                              113,146         24,554          4,259
Minority interest - FN Holdings preferred stock dividends                        4,815             --             --
                                                                           -----------    -----------    -----------
     Net income available to common stockholder                            $   420,577    $   122,464    $    26,487
                                                                           ===========    ===========    ===========

</TABLE>
          See accompanying notes to consolidated financial statements.



                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                             FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                   YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                                  (IN THOUSANDS)


                                                                        NET UNREALIZED
                                                                         HOLDING GAIN  
                                                             ADDITIONAL  ON SECURITIES               TOTAL
                                                  COMMON      PAID-IN   AVAILABLE FOR  RETAINED   STOCKHOLDER'S
                                                   STOCK      CAPITAL      FOR SALE    EARNINGS      EQUITY
                                                   -----      -------   -------------- --------      ------

<S>                                             <C>         <C>          <C>         <C>           <C>
Balance at December 31, 1993                    $       1   $  85,569    $      --    $  27,324    $ 112,894
 Net income                                            --          --           --       26,487       26,487
 Capital contribution from First
   Gibraltar Holdings                                  --     210,376           --           --      210,376
 Issuance of  Bank's preferred stock                   --     (12,144)          --           --      (12,144)
 Issuance of Class B common stock of
   FN Holdings in exchange for Class A
   common stock of First Gibraltar
   Holdings                                            --     (16,746)      (2,200)          --      (18,946)
Change in net unrealized holding gain
   on securities available for sale                    --          --       11,000           --       11,000
                                                ---------   ---------    ---------    ---------    ---------
Balance at December 31, 1994                            1     267,055        8,800       53,811      329,667
   Net income                                          --          --           --      122,464      122,464
   Dividends and distributions
      to stockholder                                   --          --           --      (89,986)     (89,986)
   Change in net unrealized holding gain
      on securities available for sale                 --          --       42,010           --       42,010
                                                ---------   ---------    ---------    ---------    ---------
Balance at December 31, 1995                            1     267,055       50,810       86,289      404,155
   Net income                                          --          --           --      420,577      420,577
   Contribution by parent                              --       1,819           --           --        1,819
   Dividends and distributions to stockholder          --    (267,055)          --     (369,449)    (636,504)
   Issuance costs of FN Holdings'
      preferred stock                                  --      (1,658)          --       (2,943)      (4,601)
   Change in net unrealized holding gain
      on securities available for sale                 --          --      (13,835)          --      (13,835)
                                                ---------   ---------    ---------    ---------    ---------
Balance at December 31, 1996                    $       1   $     161    $  36,975    $ 134,474    $ 171,611
                                                =========   =========    =========    =========    =========

</TABLE>



         See accompanying notes to consolidated financial statements.



                                      F-5

<PAGE>



            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                  1996            1995          1994
                                                                  ----            ----          ----
<S>                                                           <C>            <C>           <C>
Cash flows from operating activities:
Net income                                                    $   420,577    $   122,464    $    26,487
Adjustments to reconcile net income to net cash provided by
     (used in) operating activities:
   Amortization of intangible assets                                9,445          1,474            222
   Amortization of discount on Parent Senior Notes                    523             --             --
   (Accretion) amortization of purchase accounting
     premiums and discounts, net                                  (15,771)          (946)           621
   Amortization of mortgage servicing rights                       90,981         33,892          3,604
   Provision for loan losses                                       39,600         37,000          6,226
   Provision for accrued termination and facilities costs           8,679         12,772             --
   Gain on sales of assets, net                                   (38,118)          (173)            (6)
   Gain on sale of branches                                      (363,342)            --             --
   Gain on sales of foreclosed real estate                        (12,951)        (3,010)          (728)
   Loss on sale of loans                                           63,226         17,928            158
   Gain from termination of Assistance Agreement                  (25,632)            --             --
   Extraordinary (loss) gain on early extinguishment of
     debt, net                                                      1,586         (1,967)        (1,376)
   Depreciation and amortization of office premises and
     equipment                                                     10,921          8,884          2,493
   Amortization of deferred debt issuance costs                     2,978            766            232
   FHLB stock dividend                                             (7,018)        (6,951)        (3,188)
   Capitalization of originated mortgage servicing rights
     and excess servicing fees receivable                         (81,028)       (17,902)            --
   Purchases and originations of loans held for sale           (4,822,753)    (1,773,437)       (40,284)
   Proceeds from the sale of loans held for sale                5,157,186      1,191,281         47,227
   Increase in other assets                                       (38,379)       (75,273)       (64,211)
   Decrease (increase) in accrued interest receivable              20,991         (9,743)           759
   (Decrease) increase in other liabilities                       (86,630)        12,619        (22,224)
   Minority interest - Bank preferred stock                        43,230         34,584             --
   Minority interest - Hunter's Glen                              111,996         24,554          4,259
   Minority interest - FN Holdings preferred stock                  4,815             --             --
                                                              -----------    -----------    -----------
     Total adjustments                                             74,535       (513,648)       (66,216)
                                                              -----------    -----------    -----------
     Net cash provided by (used in) operating activities          495,112       (391,184)       (39,729)
                                                              -----------    -----------    -----------


                                                                                                        (Continued)
</TABLE>



                                                        F-6

<PAGE>



            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS --(CONTINUED)
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                   1996            1995          1994
                                                                   ----            ----          ----
<S>                                                            <C>            <C>            <C>
Cash flows from investing activities:
   Acquisitions and divestitures:
     SFFed Acquisition                                         $   (83,184)   $        --    $        --
     Home Federal Acquisition                                       79,044             --             --
     Mortgage loan servicing operations                            (48,305)      (214,727)            --
     Branch Purchases                                                   --        501,351             --
     FN Acquisition                                                     --             --       (526,813)
     Illinois Branch sale                                               --             --         31,263
   Purchases of securities available for sale                     (497,963)            --         (5,939)
   Proceeds from sales of securities available for sale             83,965             --          5,939
   Proceeds from maturities of securities available for sale       250,869             --             --
   Purchases of securities held to maturity                         (9,303)      (162,845)      (152,068)
   Principal payments from securities held to maturity                   5             --             --
   Purchases of mortgage-backed securities
     available for sale                                           (149,724)            --         (5,758)
   Proceeds from sales of mortgage-backed securities
     available for sale                                                 --             --          5,758
   Principal payments on mortgage-backed securities
     available for sale                                            475,186             --             --
   Purchases of mortgage-backed securities held to maturity             --        (19,825)       (58,125)
   Proceeds from maturities of mortgage-backed securities
     held to maturity                                                1,250        344,475        108,754
   Principal payments on mortgage-backed securities
     held to maturity                                              387,891        570,945        180,461
   Proceeds from sales of loans receivable                         123,026        431,247        154,638
   Net decrease (increase) in loans receivable                   1,501,828        (86,193)       (69,025)
   Decrease in covered assets                                       39,349        272,254        279,930
   (Purchases) redemptions of FHLB stock, net                      (65,753)        25,565         28,281
   Purchases of office premises and equipment                      (42,368)       (15,331)        (2,555)
   Proceeds from the disposal of office premises
     and equipment                                                   4,071          1,667          1,427
   Proceeds from sales of foreclosed real estate                   156,890         71,453         25,763
   Purchases of mortgage servicing rights                          (65,994)          (774)          (444)
                                                               -----------    -----------    -----------
     Net cash provided by investing activities                   2,140,780      1,719,262          1,487
                                                               -----------    -----------    -----------


                                                                                                             (Continued)

</TABLE>


                                      F-7

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS--(CONTINUED)
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                1996            1995           1994
                                                                ----            ----           ----
<S>                                                        <C>             <C>             <C> 
Cash flows from financing activities:
   Branch Sales                                            $ (4,585,022)   $         --    $         --
   Net (decrease) increase in deposits                          (56,694)        542,633         (83,851)
   Proceeds from additional borrowings                       11,144,414       6,151,319       1,472,160
   Principal payments on borrowings                          (8,484,883)     (6,860,569)     (2,239,248)
   Net (decrease) increase in securities sold under
     agreements to repurchase                                  (202,169)       (913,103)        534,998
   Issuance of FN Holdings' preferred stock                     145,399              --              --
   Capital contribution                                           1,819              --         210,376
   Capital distribution                                        (267,055)             --              --
   Dividends paid to minority stockholders                      (51,723)        (34,584)        288,586
   Dividends                                                   (322,680)        (89,986)             --
                                                           ------------    ------------    ------------
     Net cash (used in) provided by financing activities     (2,678,594)     (1,204,290)        183,021
                                                           ------------    ------------    ------------

Net change in cash and cash equivalents                         (42,702)        123,788         144,779
Cash and cash equivalents at beginning of year                  312,571         188,783          44,004
                                                           ------------    ------------    ------------
Cash and cash equivalents at end of year                   $    269,869    $    312,571    $    188,783
                                                           ============    ============    ============



</TABLE>

          See accompanying notes to consolidated financial statements.



                                      F-8

<PAGE>




            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)   ORGANIZATION

      First Nationwide (Parent) Holdings Inc. (the "Company" or "Parent
Holdings") is a holding company with no business operations of its own. Parent
Holdings' only significant asset is its indirect ownership of 80% of the common
stock of California Federal Bank, A Federal Savings Bank, formerly First
Nationwide Bank, A Federal Savings Bank ("First Nationwide" or "Bank"),
formerly First Madison Bank, FSB ("First Madison"). Parent Holdings owns
directly 80% of the common stock of First Nationwide Holdings Inc. ("FN
Holdings"), a holding company which owns all of the common stock of First
Nationwide. As such, Parent Holdings' principal business operations are
conducted by First Nationwide and its subsidiaries. Parent Holdings is a
subsidiary of First Gibraltar Holdings Inc. ("First Gibraltar Holdings"), an
indirect subsidiary of MacAndrews & Forbes Holdings Inc. ("M&F Holdings").

      First Nationwide was organized and chartered as First Gibraltar Bank, FSB
("First Gibraltar"), a federal stock savings bank, in December 1988 for the
primary purpose of acquiring substantially all of the assets and assuming
deposit, secured and certain other liabilities of five insolvent Texas savings
and loan associations ("Closed Associations") from the Federal Savings and Loan
Insurance Corporation ("FSLIC"), as receiver. On August 9, 1989, the FSLIC was
abolished and its obligations and rights were assumed by the FSLIC Resolution
Fund ("FSLIC/RF").

      Acquisition of the Closed Associations was made pursuant to five
substantially similar acquisition agreements and an assistance agreement
("Assistance Agreement") among the FSLIC/RF, First Gibraltar, First Gibraltar
Holdings, and M&F Holdings, and became effective on December 28, 1988. Assets
subject to the Assistance Agreement were known as "Covered Assets." The
Assistance Agreement generally provided for guaranteed yield amounts to be paid
on the book value of the Covered Assets, and paid First Nationwide for 90% of
the losses incurred upon disposition of the Covered Assets ("Capital Loss
Coverage"). In January 1992, certain provisions of the Assistance Agreement
were renegotiated and amended or modified.

      On February 1, 1993, First Gibraltar sold to BankAmerica Corporation
certain assets, liabilities and substantially all of the branch operations of
First Gibraltar located in Texas, including $829 million of loans and 130
branches with approximately $6.9 billion in deposits (the "BAC Sale"). A net
gain of $141 million was recorded in connection with this sale. Subsequent to
the BAC Sale, First Gibraltar changed its name to First Madison and its
principal business consisted of funding the Covered Assets and the performance
of its obligations under the Assistance Agreement.

      On April 14, 1994, First Madison entered into the Asset Purchase
Agreement (the "Asset Purchase Agreement") with First Nationwide Bank, A
Federal Savings Bank ("Old FNB"), an indirect subsidiary of Ford Motor Company
("Ford Motor"). On October 3, 1994, effective immediately after the close of
business on September 30, 1994, First Madison acquired substantially all of the
assets and certain of the liabilities (the "FN Acquired Business") of Old FNB
(the "FN Acquisition") for approximately $715 million based on estimates
prepared by Old FNB. On March 2, 1995, an additional $11.5 million was paid to
Old FNB pursuant to certain settlement provisions of the Asset Purchase
Agreement. Effective on October 1, 1994, First Madison changed its name to
First Nationwide.

      On October 7, 1994 the Bank sold the FN Acquired Business' branch network
in Illinois, with approximately $1.2 billion in deposits, to Household Bank,
f.s.b.

      Following the FN Acquisition, the Bank's principal business has consisted
of operating retail deposit branches and originating and/or purchasing one-to
four-family real estate mortgage loans and, to a lesser extent, certain
consumer loans. The Bank actively manages its portfolio of commercial real
estate loans acquired through acquisitions and is also active in mortgage
banking and loan servicing. These operating activities are financed principally
with customer deposits, secured short-term and long-term borrowings,
collections on loans and mortgage-backed securities, asset sales and retained
earnings.



                                      F-9

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      During 1995, the FSLIC/RF exercised its right under the Assistance
Agreement to purchase substantially all of the remaining Covered Assets at the
fair market value of such assets (the "FDIC Purchase"). Any losses sustained by
First Nationwide as a result of the FDIC Purchase have been reimbursed under
the Capital Loss Coverage provision of the Assistance Agreement. On August 19,
1996, First Nationwide and the FDIC executed an agreement which resulted in the
termination of the Assistance Agreement. A gain of $25.6 million was recognized
in connection with such termination.

      On July 27, 1996, FN Holdings entered into an Agreement and Plan of
Merger (the "Merger Agreement"), among FN Holdings, Cal Fed Bancorp Inc. ("Cal
Fed") and California Federal Bank, A Federal Savings Bank ("California
Federal"), pursuant to which on January 3, 1997, FN Holdings acquired 100% of
the outstanding stock of Cal Fed and California Federal and First Nationwide
merged with and into California Federal. The aggregate consideration paid under
the Merger Agreement consisted of approximately $1.2 billion in cash and the
issuance of litigation interests (the "Cal Fed Acquisition"). Cal Fed, a
savings and loan holding company, owned 100% of the common stock of California
Federal. California Federal, headquartered in Los Angeles, was a federal stock
savings bank chartered under the Home Owners' Loan Act ("HOLA"), which at
December 31, 1996, had total assets of approximately $14.1 billion and deposits
of $8.9 billion, and operated 119 branches in California and Nevada. Effective
on January 3, 1997, First Nationwide changed its name to California Federal
Bank, A Federal Savings Bank.

      In connection with the Cal Fed Acquisition, FN Holdings made a capital
contribution to the Bank on January 3, 1997 of approximately $685 million and
assumed $575 million of 10-5/8% senior subordinated notes due 2003.

      In November 1996, First Nationwide formed First Nationwide Preferred
Capital Corporation ("Preferred Capital Corp.") for the purpose of acquiring,
holding and managing real estate mortgage assets. All of Preferred Capital
Corp.'s common stock is owned by the Bank. On January 31, 1997, Preferred
Capital Corp. issued $500 million of its 9-1/8% noncumulative exchangeable
preferred stock, which will be reflected in the Company's 1997 consolidated
statement of financial condition as minority interest. Preferred Capital Corp.
has entered into a subservicing agreement with the Bank's wholly-owned mortgage
banking subsidiary, First Nationwide Mortgage Corporation ("FNMC") pursuant to
which FNMC will service Preferred Capital Corp.'s mortgage assets. Effective on
January 6, 1997, Preferred Capital Corp. changed its name to California Federal
Preferred Capital Corporation.

(2)   ACQUISITIONS & DIVESTITURES

      Since the FN Acquisition, First Nationwide has consummated the following
transactions in 1995 and 1996.

      Maryland Acquisition

      On February 28, 1995, FNMC acquired the mortgage servicing operations of
the former Standard Federal Savings Association in Frederick, Maryland for
approximately $178 million (the "Maryland Acquisition"). As a result of this
transaction, the Bank acquired certain assets and liabilities and a loan
servicing portfolio of approximately $11.4 billion (including a subservicing
portfolio of $1.8 billion). The transaction was accounted for as a purchase.
Accordingly, the accompanying consolidated statements of operations include the
results of the acquired mortgage servicing operations for the period since
March 1, 1995.

      Branch Purchases

      In April 1995, First Nationwide acquired approximately $13 million in
deposits located in Tiburon, California, from East-West Federal Bank, a federal
savings bank (the "Tiburon Purchase"). In August 1995, the Bank acquired three
retail branches located in Orange County, California with deposit accounts
totalling approximately $356 million from ITT Federal Bank, fsb, (the "ITT
Purchase"). On December 8, 1995, the Bank acquired four retail branches located
in Sonoma County, California with deposit accounts of approximately $144
million from Citizens Federal Bank, a Federal Savings Bank (the "Sonoma
Purchase" and, collectively with the Tiburon Purchase and the ITT Purchase, the
"Branch Purchases").  The aggregate amounts received from the sellers in the 
Branch Purchases totalled $501 million.



                                      F-10

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


      LMUSA Purchases

      On October 2, 1995, FNMC purchased from Lomas Mortgage USA, Inc.
("LMUSA") a loan servicing portfolio of approximately $11.1 billion (including
a sub-servicing portfolio of $3.1 billion), a $2.9 billion master servicing
portfolio in which FNMC monitors the performance and consolidates the reporting
and remittances of multiple servicers for various investors (a "master
servicing portfolio") and other assets for $100.9 million payable in
installments, and the assumption of certain indebtedness relating to an
acquired loan portfolio totalling approximately $274 million (the "LMUSA 1995
Purchase"). On January 31, 1996, FNMC purchased LMUSA's remaining $14.1 billion
loan servicing portfolio (including a sub-servicing portfolio of $2.4 billion),
a master servicing portfolio of $2.7 billion, $5.9 million in foreclosed real
estate, $46.8 million in net other servicing receivables, $2.6 million in
mortgage loans, and $6.2 million in net other assets (including $1.4 million in
cash and cash equivalents) for a purchase price of approximately $160.9 million
payable in installments (the "LMUSA 1996 Purchase" and, together with the LMUSA
1995 Purchase, the "LMUSA Purchases").

      1996 Acquisitions

      On February 1, 1996, First Nationwide acquired SFFed Corp. ("SFFed") and
its wholly-owned subsidiary, San Francisco Federal Savings and Loan Association
(the "SFFed Acquisition"). The following is a summary of the assets acquired
and liabilities assumed in connection with the SFFed Acquisition at February 1,
1996.
<TABLE>
<CAPTION>
                                                                                                        Estimated
                                                         SFFed                              Bank        Remaining
                                                       Carrying        Fair Value         Carrying        Lives
                                                         Value         Adjustments         Value       (in years)
                                                         -----         -----------         -----       ----------
                                                                  (dollars in thousands)
<S>                                                 <C>               <C>                <C>           <C>
Cash and cash equivalents                            $  181,061        $      --         $ 181,061          --
Mortgage-backed securities                              918,817           11,007           929,824         1-5
Loans receivable, net                                 2,715,758          (23,245)        2,692,513        2-12
Office premises and equipment                            20,581          (11,672)            8,909        3-10
Investment in FHLB System                                31,989               --            31,989          --
Foreclosed real estate, net                              30,018               --            30,018          --
Accrued interest receivable                              22,740               --            22,740          --
Mortgage servicing rights                                 2,238           13,762            16,000         2-4
Other assets                                             44,938           (7,773)           37,165         2-5
Deposits                                             (2,678,692)         (10,950)       (2,689,642)        1-5
Securities sold under
     agreements to repurchase                          (815,291)          (3,640)         (818,931)         --
Borrowings                                             (227,203)          (8,831)         (236,034)        1-9
Other liabilities                                       (50,805)          (5,898)          (56,703)        1-5
                                                     ----------        ---------         ---------
                                                     $  196,149        $ (47,240)          148,909
                                                     ----------        =========
Purchase price                                                                             264,245
Excess cost over fair value                                                              ---------
     of net assets acquired                                                              $ 115,336          15
                                                                                         =========
</TABLE>

      In connection with the SFFed Acquisition, FN Holdings issued $140 million
of 9-1/8% Senior Subordinated Notes Due 2003 (the "Senior Sub Notes") and
contributed the proceeds thereof of $133 million to the Bank as additional
paid-in capital, which augmented the Bank's regulatory capital to maintain its
"well-capitalized" status after the SFFed Acquisition.



                                      F-11

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      On June 1, 1996, the Bank acquired Home Federal Financial Corporation
("HFFC"), and its wholly-owned federally chartered savings association, Home
Federal Savings and Loan Association of San Francisco (the "Home Federal
Acquisition," and together with the SFFed Acquisition, the "1996
Acquisitions"). The aggregate consideration paid in connection with the Home
Federal Acquisition was approximately $67.8 million. The following is a summary
of the assets acquired and liabilities assumed in the Home Federal Acquisition
at June 1, 1996:

<TABLE>
<CAPTION>
                                                                                                       Estimated
                                                       HFFC                               Bank         Remaining
                                                     Carrying         Fair Value        Carrying         Lives
                                                       Value          Adjustments         Value       (in years)
                                                       -----          -----------         -----        ---------
                                                                (dollars in thousands)

<S>                                                  <C>             <C>               <C>            <C>
Cash and cash equivalents                            $ 146,867       $      --          $ 146,867          --
Mortgage-backed securities                               4,053             (65)             3,988         1-5
Loans receivable, net                                  538,722           3,983            542,705        2-12
Office premises and equipment                            4,202          (2,125)             2,077        3-10
Investment in FHLB System                                6,259              --              6,259
Foreclosed real estate, net                              2,421            (198)             2,223          --
Accrued interest receivable                              3,594              --              3,594          --
Mortgage servicing rights                                  817           2,243              3,060         2-4
Other assets                                            10,016           2,392             12,408         2-5
Deposits                                              (632,399)         (1,875)          (634,274)        1-5
Borrowings                                             (30,000)            241            (29,759)        1-6
Other liabilities                                       (3,602)         (4,509)            (8,111)        1-5
                                                     ---------       ---------         ----------
                                                     $  50,950       $      87             51,037
                                                     =========       =========  
Purchase price                                                                             67,823
Excess cost over fair value                                                            ----------
     of net assets acquired                                                            $   16,786          15
                                                                                       ==========
</TABLE>

      The 1996 Acquisitions and the LMUSA Purchases were accounted for as
purchases and, accordingly, their respective purchase prices were allocated to
the assets acquired and liabilities assumed in each transaction based on
estimates of fair values at the date of purchase. Since the respective dates of
purchase, the results of operations related to such assets and liabilities have
been included in the Company's consolidated statements of operations.




                                      F-12

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      Branch Sales

      From September through December of 1995, First Nationwide entered into
contracts for the sale of its retail deposits ("Deposits") and the related
retail banking assets comprised of cash on hand, loans on deposits, and
facilities (collectively, "Assets") in Ohio, New York, New Jersey and Michigan
(collectively, the "Branch Sale Agreements") at gross prices which represented
an average premium of 7.96% of the deposits sold. During 1996, the Branch Sale
Agreements were consummated in a series of transactions, as follows (the
"Branch Sales"):
<TABLE>
<CAPTION>
                                               Carrying Value at
                      Sale                    Respective Sale Date
                  Consummation   Number of    --------------------     Pre-tax
Branch Location       Date        Branches    Deposits      Assets      Gain
---------------       ----        --------    --------      ------      ----
                                                 (dollars in thousands)
<S>               <C>             <C>       <C>          <C>          <C>
New York             1/12/96            7   $  416,476   $    5,997   $   32,991
Ohio                 1/19/96           28    1,392,561       20,480      130,660
New York             2/23/96            3      270,046        1,838       17,027
New York             3/15/96            5      615,572        8,083       48,933
New Jersey           3/22/96            4      501,262        6,396       36,268
New York             3/22/96           11      637,045        9,465       41,286
Michigan             6/28/96           21      799,226       15,060       56,177
                                     ----   ----------   ----------   ----------

                                       79   $4,632,188   $   67,319   $  363,342
                                     ====   ==========   ==========   ==========
</TABLE>

      The following unaudited pro forma financial information combines the
historical results of the Company as if the SFFed Acquisition, LMUSA Purchases,
Branch Sales and the issuances of the Parent Senior Notes (as defined herein)
and Senior Sub Notes had occurred as of the beginning of the first year
presented (in thousands):

                                                 Year ended December 31,
                                                 -----------------------
                                                    1996         1995
                                                    ----         ----
      Net interest income                         $371,458   $306,753
      Net income                                    71,937     80,394
                                                    ======     ======

      The gains recognized related to the Branch Sales are excluded from the
above table. The pro forma information does not include the effect of the
Maryland Acquisition, the Home Federal Acquisition or the Branch Purchases
because such effect is not material to the consolidated financial statements.
The pro forma results are not necessarily indicative of the results which would
have actually been obtained if the SFFed Acquisition, LMUSA Purchases, Branch
Sales and the issuances of the Parent Senior Notes and Senior Sub Notes had
been consummated in the past nor do they project the results of operations in
any future period.

      Purchase Accounting Adjustments

      Premiums and discounts related to interest-earning assets acquired and
interest-bearing liabilities assumed are amortized (accreted) to operations
using the level yield method over the estimated remaining lives of the
respective assets and liabilities.


                                      F-13

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


(3)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The accounting and reporting policies of Parent Holdings conform to
generally accepted accounting principles and general practices within the
savings and loan industry. The following summarizes the more significant of
these policies.

      (a) Basis of Presentation

          The accompanying consolidated financial statements include the
      accounts of Parent Holdings, FN Holdings, the Bank and the Bank's wholly
      owned subsidiaries not subject to the Assistance Agreement. Earnings per
      share data is not presented due to the limited ownership of the Company.
      All significant intercompany accounts and transactions have been
      eliminated.

      (b) Cash and Cash Equivalents

          For purposes of the consolidated statements of cash flows, cash and
      cash equivalents include cash and amounts due from banks,
      interest-bearing deposits in other banks, and other short-term investment
      securities with original maturities of three months or less. Savings and
      loan associations are required by the Federal Reserve Bank to maintain
      non-interest bearing cash reserves equal to a percentage of certain
      deposits. The reserve balance for First Nationwide at December 31, 1996
      was $2.0 million.

      (c) Securities and Mortgage-backed Securities

          The Company's investment in securities consists primarily of U.S.
      government and agency securities and mortgage-backed securities. Parent
      Holdings classifies debt and equity securities, including mortgage-backed
      securities, into one of three categories: held to maturity, available for
      sale or trading securities. Securities held to maturity represent
      securities which management has the positive intent and ability to hold
      to maturity and are reported at amortized cost. Securities bought and
      held principally for the purpose of selling them in the near term are
      classified as trading securities and reported at fair value, with
      unrealized gains and losses included in earnings. All other securities
      are classified as available for sale and are carried at fair value, with
      unrealized holding gains and losses, net of tax, reported as a separate
      component of stockholders' equity until realized. Should an other than
      temporary decline in the fair value of a security classified as held to
      maturity or available for sale occur, the carrying value of such security
      would be written down to fair value by a charge to operations. Realized
      gains or losses on securities available for sale are computed on a
      specific identification basis and are accounted for on a trade-date
      basis.

          The Financial Accounting Standards Board ("FASB") issued a Special
      Report in November 1995, "A Guide to Implementation of Statement 115 on
      Accounting for Certain Investments in Debt and Equity Securities" (the
      "Special Report"). The Special Report provided all entities an
      opportunity to reassess their ability and intent to hold securities to
      maturity and allowed a one time reclassification of securities from
      held-to-maturity to available-for-sale without "tainting" the remaining
      held-to-maturity securities. On December 29, 1995, the Company
      reclassified $1.5 billion and $231.8 million in carrying value of
      mortgage-backed securities and U.S. government and agency securities,
      respectively, from the respective held-to-maturity categories to
      securities available for sale.

          Amortization and accretion of premiums and discounts relating to
      mortgage-backed securities is recognized using the interest method over
      the estimated lives of the underlying mortgages with adjustments based on
      prepayment experience.



                                      F-14

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      (d) Loans Held for Sale, Net

          One- to four-family residential mortgage loans originated and
      intended for sale in the secondary market and other loans which are
      expected to be sold in the near term are carried at the lower of cost or
      market value as determined by outstanding commitments from investors or
      current investor yield requirements calculated on an aggregate basis. Net
      unrealized losses are recognized in a valuation allowance by charges to
      income.

      (e) Loans Receivable, Net

          Loans receivable, net, is stated at unpaid principal balances, less
      the allowance for loan losses, and net of deferred loan origination fees
      and purchase discounts or premiums.

          Discounts or premiums on one- to four-family residential mortgage
      loans are accreted or amortized to income using the interest method over
      the remaining period the loans are expected to be outstanding. Discounts
      or premiums on consumer and other loans are recognized over the lives of
      the loans using the interest method.

          A significant portion of the Company's real estate loan portfolio is
      comprised of adjustable-rate mortgages. The interest rate and payment
      terms of these mortgages adjust on a periodic basis in accordance with
      various published indices. The majority of these adjustable-rate
      mortgages have terms which limit the amount of interest rate adjustment
      that can occur each year and over the life of the mortgage. During
      periods of limited payment increases, negative amortization may occur on
      certain adjustable-rate mortgages (see note 32).

          The allowance for loan losses is increased by charges to income and
      decreased by charge-offs (net of recoveries). Management's periodic
      evaluation of the adequacy of the allowance is based on such factors as
      the Company's past loan loss experience, delinquency trends, known and
      inherent risks in the portfolio, adverse situations that may affect the
      borrower's ability to repay, the estimated value of any underlying
      collateral, and current economic conditions. As management utilizes
      information currently available to make such evaluation, the allowance
      for loan losses is subjective and may be adjusted in the future depending
      on changes in economic conditions or other factors. Additionally,
      regulatory authorities, as an integral part of their regular examination
      process, review the Bank's allowance for estimated losses on a periodic
      basis. These authorities may require the Bank to recognize additions to
      the allowance based on their judgment of information available to them at
      the time of their examination.

          Uncollectible interest on loans that are contractually ninety days or
      more past due is charged off, or an allowance is established, based on
      management's periodic evaluation. The allowance is established by a
      charge to interest income equal to all interest previously accrued, and
      income is subsequently recognized only to the extent that cash payments
      are received. When, in management's judgment, the borrower's ability to
      make periodic interest and principal payments resumes, the loan is
      returned to accrual status.

      (f) Impaired Loans

          Effective January 1, 1995, the Company adopted Statement of Financial
      Accounting Standards No. 114, "Accounting by Creditors for Impairment of
      a Loan" ("SFAS No. 114"), as amended by Statement of Financial Accounting
      Standards No. 118, "Accounting by Creditors for Impairment of a Loan -
      Income Recognition and Disclosures" ("SFAS No. 118"). Under SFAS No. 114,
      a loan is impaired when it is "probable" that a creditor will be unable
      to collect all amounts due (i.e., both principal and interest) according
      to the contractual terms of the loan agreement. The measurement of
      impairment may be based on (i) the present value of the expected future
      cash flows of the impaired loan discounted at the loan's original
      effective interest rate, (ii) the observable market price of the impaired
      loan, or (iii) the fair value of the collateral of a collateral-dependent
      loan. SFAS No. 114 does not apply to large groups of smaller balance
      homogeneous loans that are collectively evaluated for impairment. For
      Parent Holdings, loans collectively reviewed for impairment include all
      single-family loans, and performing multi-family and 



                                      F-15

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      commercial real estate loans under $500,000, excluding loans which have
      entered the workout process. The adoption of SFAS No. 114, as amended by
      SFAS No. 118, had no material impact on the Company's consolidated
      financial statements as the Company's existing policy of measuring loan
      impairment was consistent with methods prescribed in these standards.

          The Company considers a loan to be impaired when, based upon current
      information and events, it believes it is probable that the Company will
      be unable to collect all amounts due according to the contractual terms
      of the loan agreement. Any insignificant delay (i.e., 60 days or less) or
      insignificant shortfall in amount of payments will not cause a loan to be
      considered impaired. In determining impairment, Parent Holdings considers
      large non-homogeneous loans including nonaccrual loans, troubled debt
      restructurings, and performing loans which exhibit, among other
      characteristics, high loan-to-value ratios, low debt-coverage ratios, or
      other indications that the borrowers are experiencing increased levels of
      financial difficulty. The Company bases the measurement of
      collateral-dependent impaired loans, which represent substantially all of
      the Company's loan portfolio, on the fair value of the loan's collateral.
      The amount, if any, by which the recorded investment of the loan exceeds
      the measure of the impaired loan's value is recognized by recording a
      valuation allowance.

          Cash receipts on impaired loans not performing according to
      contractual terms are generally used to reduce the carrying value of the
      loan, unless the Company believes it will recover the remaining principal
      balance of the loan. Impairment losses are included in the allowance for
      loan losses through a charge to provision for loan losses. Adjustments to
      impairment losses due to changes in the fair value of collateral of
      impaired loans are included in provision for loan losses. Upon
      disposition of an impaired loan, loss of principal, if any, is recorded
      through a charge-off to the allowance for loan losses.

      (g) Loan Origination and Commitment Fees and Related Costs

          Loan origination fees, net of direct underwriting and closing costs,
      are deferred and amortized to interest income using the interest method
      over the contractual term of the loans, adjusted for actual loan
      prepayment experience. Unamortized fees on loans sold or paid in full are
      recognized as income. Adjustable-rate loans with lower initial interest
      rates during the introductory period result in the amortization of a
      substantial portion of the net deferred fee during the introductory
      period.

          Fees received in connection with loan commitments are deferred and
      recognized as fee revenue on a straight-line basis over the term of the
      commitment. If the commitment is subsequently exercised during the
      commitment period, the remaining unamortized commitment fee at the time
      of exercise is recognized over the term of the loan as an adjustment to
      yield.

          Commitment fees paid to investors, for the right to deliver permanent
      residential mortgages in the future to the investors at a specified
      yield, are deferred. Amounts are included in the recognition of gain
      (loss) on sale of loans as loans are delivered to the investor in
      proportion to the percentage relationship of loans delivered to the total
      commitment amount. Any unused fee is recognized as an expense at the
      expiration of the commitment date, or earlier, if it is determined that
      the commitment will not be filled.

          Other loan fees and charges, which represent income from the
      prepayment of loans, delinquent payment charges, and miscellaneous loan
      services, are recognized as income when collected.

      (h)     Office Premises and Equipment

          Land is carried at cost. Premises, equipment and leasehold
      improvements are stated at cost, less accumulated depreciation and
      amortization. Premises, equipment and leasehold improvements are
      depreciated or amortized on a straight-line basis over the lesser of the
      lease term or the estimated useful lives of the various classes of
      assets.

                                      F-16

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      Maintenance and repairs on premises and equipment are charged to expense
      in the period incurred.

          Closed facilities of the Company and its subsidiaries are carried at
      fair value. In the case of leased premises that are vacated by the Bank,
      a liability is recorded representing the difference between the net
      present value of future lease payments and holding costs and the net
      present value of anticipated sublease income, if any, for the remaining
      term of the lease.

      (i)     Foreclosed Real Estate

          Real estate acquired through foreclosure is carried at the lower of
      cost or fair value less estimated disposal costs at the time of
      foreclosure. Subsequent to foreclosure, the Company charges current
      earnings with a provision for estimated losses when the carrying value of
      the collateral property exceeds its fair value.

      (j)     Intangible Assets

          Intangible assets, which primarily consist of the excess of cost over
      fair value of net assets acquired in business combinations accounted for
      as a purchase, are amortized on a straight-line basis over the expected
      period to be benefited of 15 years. The Company periodically reviews the
      operations of the businesses acquired to determine that income from
      operations continues to support the recoverability of its intangible
      assets and the amortization periods used.

          The Company's adoption of Statement of Financial Accounting Standards
      No. 121, "Accounting for the Impairment of Long-Lived Assets and for
      Long-Lived Assets to be Disposed Of" ("SFAS No. 121") effective January
      1, 1996, which provides guidance for the recognition and measurement of
      impairment of long-lived assets, certain identifiable intangibles and
      goodwill related to assets to be held and used by an entity and assets to
      be disposed of, had no material impact on the Company's consolidated
      financial statements.

      (k)     Mortgage Servicing Rights

          The Company purchases mortgage servicing rights separately or it may
      acquire mortgage servicing rights by purchasing or originating mortgage
      loans and selling those loans with servicing rights retained. Generally,
      purchased mortgage servicing rights are capitalized at the cost to
      acquire the rights and are carried at the lower of cost, net of
      accumulated amortization, or fair value. Originated mortgage servicing
      rights are capitalized based on the relative fair value of the servicing
      right to the fair value of the loan and are recorded at the lower of the
      capitalized amount, net of accumulated amortization, or fair value.

          Mortgage servicing rights are amortized in proportion to, and over
      the period of, estimated net servicing income. The amortization of the
      mortgage servicing rights is analyzed periodically and is adjusted to
      reflect changes in prepayment rates and other estimates.

          On May 12, 1995, the FASB issued Statement of Financial Accounting
      Standards No. 122, "Accounting for Mortgage Servicing Rights, an
      amendment to Statement No. 65" ("SFAS No. 122"). This statement provides
      guidance for the recognition of mortgage servicing rights as an asset
      when a mortgage loan is sold and servicing rights are retained. The
      Company elected to adopt this standard effective April 1, 1995. The
      result of the adoption was to capitalize approximately $71 million and
      $17 million in mortgage servicing rights related to loans originated by
      the Company in 1996 and 1995, respectively.

          SFAS No. 122 requires that a portion of the cost of originating a
      mortgage loan be allocated to the mortgage servicing rights based on its
      fair value. To determine the fair value of mortgage servicing rights
      created since April 1, 1995, the Company uses market prices for
      comparable mortgage servicing contracts, when available, or
      alternatively uses a valuation model that calculates the present value of
      future net servicing income. In using this valuation method, the Company
      incorporates assumptions that market participants would use in estimating
      future net servicing income, 


                                      F-17

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      which include estimates of the cost of servicing, the discount rate,
      mortgage escrow earnings rate, an inflation rate, ancillary income,
      prepayment speeds and default rates and losses.

          SFAS No. 122 requires enterprises to measure the impairment of
      servicing rights based on the difference between the carrying amount and
      current fair value of the servicing rights. In determining impairment,
      the Company aggregates all mortgage servicing rights, including those
      capitalized prior to adoption of SFAS No. 122, and stratifies them based
      on the predominant risk characteristics of interest rate, loan type and
      investor type. A valuation allowance is established for any excess of
      amortized cost over the current fair value, by risk stratification, by a
      charge to income.

          The carrying value of mortgage servicing rights is amortized in
      proportion to, and over the period of, estimated net servicing income. A
      decline in long-term interest rates generally results in an acceleration
      in mortgage loan prepayments. Higher levels of prepayments would result
      in an acceleration of the amortization of mortgage servicing rights,
      causing a reduction in the Company's servicing fee income. However,
      further declines in long-term interest rates could cause the level of
      prepayments to exceed management's estimates.

          The Company has employed hedging techniques through the use of
      interest rate floor contracts and principal-only swap agreements to
      reduce the sensitivity of its earnings and value of its servicing rights
      to declining interest rates and borrower prepayments as further discussed
      in note 18. The premium paid by the Company on the interest rate floor
      contracts is amortized against the carrying value of mortgage servicing
      rights based on the option decay rate. Amounts receivable or payable
      under the principal-only swap agreements are recorded as a separate asset
      or liability which is included in the carrying value of mortgage
      servicing rights.

      (l) Gains/Losses on Sales of Mortgage Loans

          Mortgage loans are generally sold with the mortgage servicing rights
      retained by the Company. Effective with the adoption of SFAS No. 122 on
      April 1, 1995, the carrying value of mortgage loans sold was reduced by
      the cost allocated to the associated mortgage servicing rights. Gains or
      losses on sales of mortgage loans are recognized based on the difference
      between the selling price and the carrying value of the related mortgage
      loans sold. Such gains and losses are adjusted by the amount of excess
      servicing fees recorded. Excess servicing exists when the servicing fee
      on a mortgage loan sold with servicing retained exceeds a "normal"
      servicing fee (typically .25% to .44% per annum of the mortgage loan
      principal amount). The gain or loss is adjusted to provide for the
      recognition of a normal service fee rate over the estimated lives of the
      loans. Deferred origination fees and expenses, net of commitment fees
      paid in connection with the sale of the loans, are recognized at the time
      of sale in the gain or loss determination.

      (m) Servicing Fee Income

          Servicing fee income represents the fees earned for servicing
      mortgage loans under servicing agreements with the Federal National
      Mortgage Association ("FNMA"), the Federal Home Loan Mortgage Corporation
      ("FHLMC"), the Government National Mortgage Association ("GNMA"), and
      certain private investors. The fees are based on a contractual percentage
      of the outstanding principal balance or a fixed amount per loan and are
      recorded as income when received. Amortization of capitalized excess
      servicing is netted against loan servicing fees to reflect a normal
      servicing fee. The amortization of excess servicing fees and mortgage
      servicing rights is netted against servicing fee income.



                                      F-18

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      (n) Interest Rate Swap Agreements

          The Bank is a party to various interest rate swap agreements as a
      means of managing its interest rate exposure relative to the Bank's FHLB
      advances. Amounts receivable or payable under these derivative financial
      instruments are recognized as adjustments to interest expense of the
      hedged liability (FHLB advances). Gains and losses on early termination
      of these agreements are included in the carrying amount of the related
      liability and amortized over the remaining terms of the liability.

      (o) Income Taxes

          For Federal income tax purposes, Parent Holdings and FN Holdings are
      members of the Mafco Holdings Inc. ("Mafco," the indirect parent of FN
      Holdings) affiliated group, and accordingly, their Federal taxable income
      or loss will be included in the consolidated Federal income tax return
      filed by Mafco. Parent Holdings may also be included in certain state and
      local income tax returns of Mafco or its subsidiaries. FN Holdings' tax
      sharing agreement with Mafco provides that income taxes will be based on
      the separate results of FN Holdings. The agreement generally provides
      that FN Holdings will pay to Mafco amounts equal to the taxes that FN
      Holdings would be required to pay if it were to file a return separately
      from the affiliated group. Furthermore, the agreement provides that FN
      Holdings shall be entitled to take into account any net operating loss
      carryovers in determining its tax liability. The agreement also provides
      that Mafco will pay FN Holdings amounts equal to tax refunds FN Holdings
      would be entitled to if it had always filed a separate company tax
      return. Parent Holdings has not entered into any tax sharing agreements.

          Income taxes are accounted for under the asset and liability method.
      Deferred tax assets and liabilities are recognized for the future tax
      consequences attributable to differences between the financial statement
      carrying amounts of existing assets and liabilities and their respective
      tax bases and operating loss and tax credit carryforwards. Deferred tax
      assets and liabilities are measured using enacted tax rates expected to
      apply to taxable income in the years in which those temporary differences
      are expected to be recovered or settled. The effect on deferred tax
      assets and liabilities of a change in tax rates is recognized in income
      in the period that includes the enactment date.

      (p) Extraordinary Gain or Loss from Extinguishment of Debt

          During 1996, First Nationwide repurchased $44 million aggregate
      principal amount of the $50 million in Senior Notes assumed in the SFFed
      Acquisition resulting in an extraordinary loss of approximately $1.6
      million, net of income taxes, on the early extinguishment of debt. During
      1995, First Nationwide prepaid $250 million in FHLB advances resulting in
      an extraordinary gain of approximately $2.0 million, net of income taxes,
      on the early extinguishment of such borrowings. During 1994, First
      Nationwide prepaid $95.2 million in FHLB advances resulting in an
      extraordinary gain of approximately $1.4 million, net of income taxes, on
      the early extinguishment of debt.

      (q) Management's Use of Estimates

          The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect (i) the reported amounts of assets and
      liabilities, (ii) disclosure of contingent assets and liabilities at the
      date of the consolidated financial statements and (iii) the reported
      amounts of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.



                                      F-19

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      (r) Reclassification

          Certain amounts within the consolidated financial statements have
      been reclassified to conform to the current year presentation.

      (s) Fair Value of Financial Instruments

          Statement of Financial Accounting Standards No. 107, "Disclosures
      about Fair Value of Financial Instruments" ("SFAS No. 107"), requires the
      disclosure in the financial statements, or notes thereto, of fair value
      information for financial instruments, as defined, whether or not
      recognized in the balance sheet, for which it is practical to estimate
      fair value. In cases where quoted market prices are not available, fair
      values are based on estimates using present value or other valuation
      techniques. Those techniques are significantly affected by the
      assumptions used, including the discount rate and estimates of future
      cash flows. Fair values, estimates and assumptions are set forth in note
      33.

      (t) Newly Issued Accounting Pronouncements

          On June 28, 1996, the FASB issued Statement of Financial Accounting
      Standards No. 125, "Accounting for Transfers and Servicing of Financial
      Assets and Extinguishments of Liabilities" ("SFAS No. 125"). SFAS No. 125
      provides accounting and reporting standards for transfers and servicing
      of financial assets and extinguishments of liabilities based on
      consistent application of a financial-components approach that focuses on
      control. Under that approach, after a transfer of financial assets, an
      entity recognizes the financial and servicing assets it controls and the
      liabilities it has incurred, derecognizes financial assets when control
      has been surrendered, and derecognizes liabilities when extinguished.
      This Statement provides consistent standards for distinguishing transfers
      of financial assets that are sales from transfers that are secured
      borrowings.

          SFAS No. 125 is effective for transfers and servicing of financial
      assets and extinguishments of liabilities occurring after December 31,
      1996, and is to be applied prospectively. Earlier or retroactive
      application is not permitted. In December 1996, the FASB issued Statement
      of Financial Accounting Standards No. 127, "Deferral of the Effective
      Date of Certain Provisions of FASB Statement No. 125" ("SFAS No. 127").
      SFAS No. 127 defers for one year the effective date (i) of paragraph 15
      of SFAS No. 125 and (ii) of paragraphs 9-12 and 237(b) of SFAS No. 125
      for repurchase agreement, dollar-roll, securities lending and similar
      transactions. SFAS No. 127 provides additional guidance on the types of
      transactions for which the effective date of SFAS No. 125 has been
      deferred. It also requires that if it is not possible to determine
      whether a transaction occurring during calendar-year 1997 is part of a
      repurchase agreement, dollar-roll, securities lending, or similar
      transaction, then paragraphs 9-12 of SFAS No. 125 should be applied to
      that transfer. Although the Company has not yet adopted SFAS No. 125,
      management does not expect such adoption to have a material impact on the
      Company's consolidated financial statements.




                                      F-20

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


(4)   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (in thousands)

      Cash paid for interest for the years ended December 31, 1996, 1995 and
1994 was $841,192, $702,254 and $184,499, respectively.

      During the year ended December 31, 1996, noncash activity consisted of
transfers from loans receivable to foreclosed real estate of $109.8 million,
the reclassification of certain consumer loans from loans held for sale to
loans receivable totalling $27.7 million, a $46.8 million dividend paid in the
form of a loan receivable from an affiliate and the issuance of additional FN
Holdings' preferred stock through preferred stock dividends to minority
stockholders of $.8 million.

      During the year ended December 31, 1995, noncash activity consisted of
the reclassification of $1.5 billion and $231.8 million historical carrying
value of mortgage-backed securities and U. S. government and agency securities,
respectively, from the held-to-maturity portfolio to the available-for-sale
portfolio (see note 3). In addition, $326.0 million of consumer loans were
reclassified from loans receivable to loans held for sale, transfers from loans
receivable to foreclosed real estate amounted to $79.6 million, and $376.3
million was transferred from loans receivable to mortgage-backed securities to
be held to maturity representing the securitization of certain of the Bank's
qualifying single-family loans.

      During the year ended December 31, 1994, noncash activity consisted of
the transfer of $21.8 million from loans receivable to foreclosed real estate
and the transfer of $1.3 billion from loans receivable to mortgage-backed
securities to be held to maturity representing the securitization of certain of
the Bank's qualifying single-family loans. The transfer to foreclosed real
estate was net of a $4 million write-down, which was recorded as a receivable
from the FSLIC/RF (other assets), resulting from the expiration of coverage of
a multi-family residential commercial loan.




                                      F-21

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


(5)   SECURITIES AVAILABLE FOR SALE

      At December 31, 1996 and 1995, securities available for sale and the
related unrealized gain or loss consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                                              DECEMBER 31, 1996
                                                     ----------------------------------------------------------------------
                                                                        GROSS           GROSS           NET
                                                       AMORTIZED      UNREALIZED     UNREALIZED     UNREALIZED    CARRYING
                                                         COST           GAINS          LOSSES          GAIN         VALUE
                                                         ----           -----          ------          ----         -----
<S>                                                  <C>              <C>           <C>            <C>           <C>
   Marketable equity securities                         $ 27,034         $34,954       $    --        $34,954      $ 61,988
   U.S. government and agency obligations                480,317             936        (1,222)          (286)      480,031
                                                        --------         -------       -------        -------      --------

         Total                                          $507,351         $35,890       $(1,222)        34,668      $542,019
                                                        ========         =======       =======                     ========
   Minority interest - Hunter's Glen                                                                   (6,240)
   Estimated tax effect                                                                                (3,466)
                                                                                                      -------
         Net unrealized holding gain
             in stockholder's equity                                                                  $24,962
                                                                                                      =======

<CAPTION>
                                                                              DECEMBER 31, 1995
                                                     ----------------------------------------------------------------------
                                                                       GROSS           GROSS           NET
                                                       AMORTIZED      UNREALIZED     UNREALIZED     UNREALIZED    CARRYING
                                                         COST           GAINS          LOSSES          GAIN         VALUE
                                                         ----           -----          ------          ----         -----
<S>                                                  <C>              <C>           <C>             <C>          <C>
   Marketable equity securities                         $ 34,000         $80,068        $  --         $80,068     $114,068
   U.S. government and agency obligations                231,794           2,768          (69)          2,699      234,493
                                                        --------         -------        -----         -------    ---------

         Total                                          $265,794         $82,836        $(69)          82,767     $348,561
                                                        ========         =======        ====                      ========
   FDIC portion of unrealized gain on
      marketable equity securities                                                                    (34,534)
   Minority interest - Hunter's Glen                                                                   (8,682)
   Estimated tax effect                                                                                (4,822)
                                                                                                      -------
         Net unrealized holding gain
           in stockholder's equity                                                                    $34,729
                                                                                                      =======
</TABLE>

      The following represents a summary of the amortized cost, carrying value
and weighted average yield of securities available for sale with related
maturities (dollars in thousands):

<TABLE>
<CAPTION>
                                                              DECEMBER 31, 1996
                                                   -------------------------------------------
                                                                                      WEIGHTED
                                                   AMORTIZED         CARRYING          AVERAGE
                                                     COST             VALUE            YIELD
                                                     ----             -----            -----
  <S>                                             <C>               <C>              <C>
  Marketable equity securities                     $27,034          $  61,988             --
  U.S. government and agency obligations:
       Maturing within 1 year                      157,673            157,807           5.74%
       Maturing after 1 year but
            within 5 years                         322,644            322,224           6.75
       Maturing after 5 years
           through 10 years                             --                 --             --
                                                  --------           --------           ----
           Total                                  $507,351           $542,019           6.42%
                                                  ========           ========           ====

</TABLE>

      On December 29, 1995, the Company reclassified $231.8 million in carrying
value of U.S. government and agency securities from held-to-maturity to
securities available for sale. This reclassification resulted in a net
after-tax increase in


                                      F-22

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

the unrealized gain account in stockholder's equity and minority interest -
Hunter's Glen of $1.9 million and $.5 million, respectively.

      At December 31, 1996, U.S. government and agency obligations available
for sale of $91.6 million were pledged as collateral for various obligations.

      Marketable equity securities available for sale at December 31, 1996
represents approximately 5.93% of the outstanding stock of Affiliated Computer
Services ("ACS"), representing 2.24% of the voting power, with an original cost
basis of $27 million. Pursuant to the terms of a settlement agreement dated
June 17, 1991 between the Bank, ACS, and the FDIC, the FDIC was entitled to
share in a defined portion of the proceeds from the sale of the stock, which,
at December 31, 1995, approximated $34.5 million, and which was recorded in
other liabilities. On June 28, 1996, First Nationwide sold 2,000,000 shares of
its investment in common stock of ACS and acquired the FDIC's interest in the
remaining shares of ACS owned by the Bank. A pre-tax gain of $40.4 million
resulted from this transaction and was recorded as a gain on sale of assets in
the 1996 consolidated statement of operations. The ACS stock represented the
only marketable equity security classified as available for sale at December
31, 1996 and 1995.




                                      F-23

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(6)   SECURITIES HELD TO MATURITY

      At December 31, 1996 and 1995 securities held to maturity consist of the
following (in thousands):
<TABLE>
<CAPTION>

                                                                      DECEMBER 31, 1996
                                               ------------------------------------------------------------
                                                                  GROSS            GROSS
                                               AMORTIZED        UNREALIZED       UNREALIZED      ESTIMATED
                                                 COST             GAINS           LOSSES         FAIR VALUE
                                               ---------        ----------       ----------      ----------
<S>                                            <C>              <C>             <C>            <C>
      Municipal securities                       $  190            $ --             $ --            $  190
      U.S. government and agency
        obligations                               3,800              15               --             3,815
      Commercial paper                              282              --               --               282
                                                 ------            ----             ----            ------
              Total                              $4,272             $15             $ --            $4,287
                                                 ======            ====             ====            ======

<CAPTION>
                                                                      DECEMBER 31, 1995
                                               ------------------------------------------------------------
                                                                   GROSS           GROSS
                                               AMORTIZED        UNREALIZED       UNREALIZED      ESTIMATED
                                                 COST              GAINS            LOSSES       FAIR VALUE
                                               ---------        ----------       ----------      ----------
<S>                                            <C>              <C>             <C>            <C>
      Municipal securities                     $1,455             $ --             $ --           $1,455
                                               ======             ====             ====           ======
</TABLE>

      As discussed in note 3 to the consolidated financial statements,
securities with a carrying value of $231.8 million were reclassified from
securities held to maturity to securities available for sale at December 29,
1995.

      The weighted average stated interest rates on securities held to maturity
were 6.85% and 8.25% at December 31, 1996 and 1995, respectively.

      The following represents a summary of the carrying values (amortized
cost), estimated fair values, and weighted average yield of securities held to
maturity with related maturities (dollars in thousands):

<TABLE>
<CAPTION>

                                                                      DECEMBER 31, 1996
                                                         -------------------------------------------
                                                                            ESTIMATED       WEIGHTED
                                                          AMORTIZED           FAIR           AVERAGE
                                                         COST  VALUE          YIELD
                                                         -----------        ---------
<S>                                                      <C>               <C>            <C>
      Municipal securities:
        Maturing within 1 year                             $   --            $   --             --
        Maturing after 1 year but within 5 years               --                --             --
        Maturing after 10 years                               190               190           8.25%
      U.S. government and agency obligations:
        Maturing within 1 year                              3,800             3,815           6.88
      Commercial paper:
        Maturing within 1 year                                282               282           5.52
                                                           ------            ------           ----
             Total                                         $4,272            $4,287           6.85%
                                                           ======            ======           ====

</TABLE>

                                      F-24

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(7)   MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

      At December 31, 1996 and 1995, mortgage-backed securities available for
sale and the related unrealized gain or loss consisted of the following (in
thousands):

<TABLE>
<CAPTION>

                                                                                 DECEMBER 31, 1996
                                                      ---------------------------------------------------------------
                                                                    GROSS        GROSS         NET
                                                      AMORTIZED   UNREALIZED  UNREALIZED    UNREALIZED    CARRYING
                                                        COST        GAINS       LOSSES         GAIN         VALUE
                                                        ----        -----       ------         ----         -----
<S>                                                  <C>           <C>         <C>            <C>        <C>
Mortgage-backed securities:
   GNMA                                              $   67,130     $   652     $   (95)      $   557    $   67,687
   FNMA                                                 523,894       5,113      (5,042)           71       523,965
   FHLMC                                                626,267      17,115        (310)       16,805       643,072
   Collateralized mortgage obligations                  364,675         497      (1,244)         (747)      363,928
                                                     ----------     -------     -------       -------    ----------
     Total                                           $1,581,966     $23,377     $(6,691)       16,686    $1,598,652
                                                     ==========     =======     =======                  ==========
Minority interest - Hunter's Glen                                                              (3,004)
Estimated tax effect                                                                           (1,669)
                                                                                              -------
   Net unrealized holding gain
     in stockholder's equity                                                                  $12,013
                                                                                              =======

<CAPTION>
                                                                                 DECEMBER 31, 1995
                                                      ---------------------------------------------------------------
                                                                     GROSS       GROSS         NET
                                                      AMORTIZED   UNREALIZED   UNREALIZED  UNREALIZED     CARRYING
                                                        COST         GAINS       LOSSES       GAIN         VALUE
                                                        ----        -----       ------         ----         -----
<S>                                                  <C>           <C>         <C>         <C>           <C>
Mortgage-backed securities:
   GNMA                                              $   14,018      $   906    $    --      $   906    $   14,924
   FNMA                                                 294,070        5,643         --        5,643       299,713
   FHLMC                                                801,393       19,671         (1)      19,670       821,063
   Collateralized mortgage obligations                  345,699          793     (4,678)      (3,885)      341,814
                                                     ----------      -------    -------      -------    ----------
     Total                                           $1,455,180      $27,013    $(4,679)      22,334    $1,477,514
                                                     ==========      =======    =======                 ==========
Minority interest - Hunter's Glen                                                             (4,020)
Estimated tax effect                                                                          (2,233)
                                                                                             -------
   Net unrealized holding gain
     in stockholder's equity                                                                 $16,081
                                                                                             =======

</TABLE>

      The following represents a summary of the amortized cost, carrying value
and weighted average yield of mortgage-backed securities available for sale
(dollars in thousands):
<TABLE>
<CAPTION>
                                                                     DECEMBER 31, 1996
                                                        ---------------------------------------------
                                                                                             WEIGHTED
                                                          AMORTIZED         CARRYING          AVERAGE
                                                            COST              VALUE            YIELD
                                                          ---------         --------         --------
<S>                                                     <C>                <C>               <C>
  Mortgage-backed securities:
    GNMA                                                $   67,130         $   67,687           8.37%
    FNMA                                                   523,894            523,965           6.55
    FHLMC                                                  626,267            643,072           7.54
    Collateralized mortgage obligations                    364,675            363,928           6.63
                                                        ----------         ----------           ----
      Total                                             $1,581,966         $1,598,652           7.04%
                                                        ==========         ==========           ====
</TABLE>

      On December 29, 1995, the Company reclassified $1.5 billion in carrying
value of mortgage-backed securities from held-to-maturity to securities
available for sale. This reclassification resulted in a net after-tax increase
in the unrealized gain account in stockholder's equity and minority
interest-Hunter's Glen of $16.1 million and $4.0 million, respectively.



                                      F-25

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      At December 31, 1996 and 1995, mortgage-backed securities available for
sale included securities totalling $53.0 million and $63.4 million,
respectively, which resulted from the securitization of certain qualifying
mortgage loans from First Nationwide's loan portfolio.

      At December 31, 1996 and 1995, mortgaged-backed securities available for
sale included $1.1 billion and $979.0 million, respectively, of variable-rate
securities.

      At December 31, 1996, mortgage-backed securities available for sale of
$936.2 million were pledged as collateral for various obligations as further
discussed in notes 20, 21 and 32. Further, at December 31, 1996,
mortgage-backed securities available for sale with a carrying value of $33.4
million were pledged to FNMA associated with the sales of certain securitized
multi-family loans.

(8)   MORTGAGE-BACKED SECURITIES HELD TO MATURITY

      At December 31, 1996 and 1995, mortgage-backed securities held to
maturity consist of the following (in thousands):
<TABLE>
<CAPTION>
                                                                       DECEMBER 31, 1996
                                                      ----------------------------------------------------
                                                                       GROSS        GROSS
                                                      AMORTIZED     UNREALIZED   UNREALIZED      ESTIMATED
                                                        COST           GAINS       LOSSES       FAIR VALUE
                                                      ---------     ----------   ----------     ----------
<S>                                                 <C>             <C>          <C>           <C>
      FHLMC                                         $  405,488        $14,811       $ --         $  420,299
      FNMA                                           1,214,002         17,444        (70)         1,231,376
      Other mortgage-backed securities                   2,172             --         --              2,172
                                                    ----------        -------       ----         ----------
                                                    $1,621,662        $32,255       $(70)        $1,653,847
                                                    ==========        =======       ====         ==========

<CAPTION>
                                                                      DECEMBER 31, 1995
                                                      ----------------------------------------------------
                                                                       GROSS        GROSS
                                                      AMORTIZED     UNREALIZED   UNREALIZED      ESTIMATED
                                                        COST           GAINS       LOSSES       FAIR VALUE
                                                      ---------     ----------   ----------     ----------
<S>                                                 <C>             <C>          <C>           <C>
      FHLMC                                         $  533,208        $15,285       $ --         $  548,493
      FNMA                                             988,700         27,424         --          1,016,124
      Other mortgage-backed securities                   2,580             --         --              2,580
                                                    ----------        -------       ----         ----------
                                                    $1,524,488        $42,709       $ --         $1,567,197
                                                    ==========        =======       ====         ==========
</TABLE>

      Mortgage-backed securities with a carrying value of $1.5 billion were
reclassified from mortgage-backed securities held to maturity to
mortgage-backed securities available for sale on December 29, 1995. The
weighted average stated interest rates on mortgage-backed securities held to
maturity were 7.27% and 7.46% at December 31, 1996 and 1995, respectively. At
December 31, 1996 and 1995, mortgage-backed securities held to maturity
included variable-rate securities totalling $1.6 billion and $1.5 billion,
respectively, which resulted from the securitization of certain qualifying
mortgage loans from First Nationwide's loan portfolio, and which have been
securitized with FNMA and FHLMC with full recourse to the Bank.

      At December 31, 1996, mortgage-backed securities held to maturity of $1.4
billion were pledged as collateral for various obligations as further discussed
in notes 20, 21 and 32.

                                      F-26

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(9)   LOANS HELD FOR SALE, NET

      Loans held for sale at the lower of aggregate amortized cost or estimated
market value, are summarized as follows:

                                                         1996            1995
                                                         ----            ---- 
1-4 unit residential real estate loans                  $825,316      $  877,393
Consumer loans                                                --         326,019
                                                        --------      ----------
                                                        $825,316      $1,203,412
                                                        ========      ==========

      At December 31, 1996, loans held for sale of $120.7 million were pledged
as collateral for securities sold under agreements to repurchase.

(10)  LOANS RECEIVABLE, NET

      At December 31, 1996 and 1995, loans receivable, net, included the
following (in thousands):

                                                      1996               1995
                                                      ----               ----
Real estate loans:
     1-4 unit residential                        $  6,117,974      $  5,423,411
     5+ unit residential                            2,163,992         1,854,333
     Commercial                                     1,977,732         1,716,121
     Construction                                      11,242                --
     Land                                              11,074             8,840
                                                 ------------      ------------
                                                   10,282,014         9,002,705
     Undisbursed loan funds                            (4,669)               --
                                                 ------------      ------------
         Total real estate loans                   10,277,345         9,002,705
                                                 ------------      ------------
Equity-line loans                                     243,011           110,830
Other consumer loans                                   64,812            60,106
Commercial loans                                       29,651             1,913
                                                 ------------      ------------
         Total consumer and other loans               337,474           172,849
                                                 ------------      ------------
         Total loans receivable                    10,614,819         9,175,554
Deferred fees and unearned premiums                     4,740            19,423
Allowance for loan losses                            (246,556)         (210,484)
Purchase accounting discounts, net                   (150,624)         (153,475)
                                                 ------------      ------------
         Total loans receivable, net             $ 10,222,379      $  8,831,018
                                                 ============      ============

      The Bank's lending activities are principally conducted in California,
Georgia, Texas and Florida.

      At December 31, 1996, $7.1 billion in residential loans were pledged as
collateral for FHLB advances as further discussed in note 21.

      As a result of the FN Acquisition, the Bank assumed obligations for
certain loans sold with recourse. The outstanding balances of loans sold with
recourse at December 31, 1996 totalled $490.9 million. No loans were sold with
recourse during the years ended December 31, 1996, 1995 and 1994. The Bank
evaluates the credit risk of loans sold with recourse and, if necessary,
records a liability (other liabilities) for estimated losses related to these
potential obligations.

                                      F-27

<PAGE>


                     FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


      The following table indicates the carrying value of loans which have been
placed on nonaccrual status as of the dates indicated (in thousands):
  
                                                             AT DECEMBER 31,
                                                          --------------------
                                                          1996            1995
                                                          ----            ----
Nonaccrual loans:
     Real estate:
         1-4 unit residential                            $146,283       $135,710
         5+ unit residential                               12,713         23,253
         Commercial and other                               9,406          9,280
         Land                                                  --            136
         Construction                                         788             --
                                                         --------       --------
                  Total real estate                       169,190        168,379
         Non-real estate                                    3,032          3,159
                                                         --------       --------
                  Total nonaccrual loans                 $172,222       $171,538
                                                         ========       ========

      The following table indicates the carrying value of loans classified as
troubled debt restructurings, as of December 31, 1996 and 1995 (in thousands):

                                                            AT DECEMBER 31,
                                                       -----------------------
                                                       1996               1995
                                                       ----               ----
      1-4 unit residential real estate               $  3,113          $  8,479
      5+ unit residential real estate                  67,621           146,971
      Commercial and other real estate                 54,057            79,000
                                                     --------          --------
         Total restructured loans                    $124,791          $234,450
                                                     ========          ========

      At December 31, 1996, the Company's loan portfolio totalling $10.6
billion is concentrated in California. The financial condition of the Company
and the Bank are subject to general economic conditions such as the volatility
of interest rates and real estate market conditions and, in particular, to
conditions in the California residential real estate market. Any downturn in
the economy generally, and in California in particular, could further reduce
real estate values. An increase in the general level of interest rates may
adversely affect the ability of certain borrowers to pay the interest on and
principal of their obligations. Accordingly, in the event interest rates rise
or real estate market values decline, particularly in California, the Company
and the Bank may find it difficult to maintain asset quality and may require
additional allowances for loss above the amounts currently estimated by
management.

      For nonaccrual loans and loans classified as troubled debt
restructurings, the following table summarizes the interest income recognized
("Recognized") and total interest income that would have been recognized had
the borrowers performed under the original terms of the loans ("Contractual")
for the years ended December 31, 1996 and 1995 (in thousands).


                                   DECEMBER 31, 1996       DECEMBER 31, 1995
                              ------------------------  ------------------------
                              RECOGNIZED   CONTRACTUAL  RECOGNIZED   CONTRACTUAL
                              ----------   -----------  ----------   -----------

Restructured loans              $12,977      $13,430      $22,098       $33,093
Nonaccrual loans                  4,860       13,752        6,136        15,329
                                -------      -------      -------       -------
                                $17,837      $27,182      $28,234       $48,422
                                =======      =======      =======       =======

      At December 31, 1996 and 1995, the Bank and its wholly-owned subsidiary,
FGB Realty Advisors, Inc., managed principally non-performing loan and asset
portfolios totalling $1.0 billion and $1.3 billion, respectively, for
investors. Revenues related to such activities are included in management fees
in the accompanying statements of operations.


                                      F-28

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      Activity in the allowance for loan losses for the years ended December
31, 1996, 1995 and 1994 is summarized as follows (in thousands):

                                         1996            1995            1994
                                         ----            ----            ----
Balance - January 1                   $ 210,484       $ 202,780       $   2,250
Purchases, net                           38,486              --         201,927
Provision for loan losses                39,600          37,000           6,226
Charge-offs                             (44,785)        (32,344)         (9,676)
Recoveries                                2,771           3,048           2,053
                                      ---------       ---------       ---------
Balance - December 31                 $ 246,556       $ 210,484       $ 202,780
                                      =========       =========       =========

      FN Holdings loaned approximately $46.8 million to an affiliate on March
1, 1996. Such loan bore interest at the rate of 10.5% over the prevailing yield
to maturity of the five-year United States treasury note, and was an unsecured
subordinated obligation of the borrower guaranteed by certain other affiliates
of FN Holdings, which obligation to FN Holdings was evidenced by a promissory
note (the "Promissory Note"). Management believes that the terms and conditions
of such loan were at least as favorable to FN Holdings as might have been
obtained in a similar transaction with an unaffiliated party. On May 15, 1996,
FN Holdings distributed the Promissory Note to Parent Holdings as a partial
redemption of and dividends on class C common stock. Parent Holdings
distributed the Promissory Note in the form of a dividend to an affiliate.

      Upon receipt of the proceeds from the issuance of the FN Holdings
Preferred Stock (as defined herein) to a corporation owned by the Chairman of
the Board of the Bank, FN Holdings loaned approximately $19 million to an
affiliate. Such loan accrued interest at the rate of 14%, and was an unsecured
subordinated obligation of the borrower, which obligation to FN Holdings was
evidenced by a promissory note. Management believes that the terms and
conditions of such loan were at least as favorable to FN Holdings as might have
been obtained in a similar transaction with an unaffiliated party. On January
3, 1997, such loan, together with the accrued interest thereon, was repaid to
FN Holdings.

(11)  IMPAIRED LOANS

      The Company's adoption of SFAS No. 114, as amended by SFAS No. 118,
effective January 1, 1995, had no material impact on the Company's consolidated
financial statements as the Company's existing policy of measuring loan
impairment was consistent with methods prescribed in these standards.

      At December 31, 1996, the carrying value of loans that are considered to
be impaired under SFAS No. 114 totalled $102.1 million (of which $22.6 million
were on nonaccrual status). The average recorded investment in impaired loans
during the year ended December 31, 1996 was approximately $103.7 million. For
the year ended December 31, 1996, the Company recognized interest income on
those impaired loans of $10.7 million, which included $.3 million of interest
income recognized using the cash basis method of income recognition.

      At December 31, 1995, the carrying value of loans that are considered to
be impaired under SFAS No. 114 totalled $125.4 million (of which $29.6 million
were on nonaccrual status). The average recorded investment in impaired loans
during the year ended December 31, 1995 was approximately $125.5 million. For
the year ended December 31, 1995, the Company recognized interest income on
those impaired loans of $12.9 million, which included $.2 million of interest
income recognized using the cash method of income recognition.

      Generally, specific allowances for loan losses relative to impaired
multi-family and commercial real estate loans, which comprised the majority of
impaired loans at December 31, 1996, have not been established. Generally, the
carrying value of such loans, net of purchase accounting adjustments, does not
exceed the loans' related collateral values less estimated selling costs. There
have been no significant multi-family or commercial real estate loans
originated since October 1, 1994.


                                      F-29

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


(12)  PUT AGREEMENT

      In connection with the FN Acquisition, the Bank assumed generally the
same rights under an agreement ("Put Agreement") Old FNB had with Granite
Management and Disposition, Inc. ("Granite"), an indirect subsidiary of Ford
Motor, whereby Old FNB had the option to sell ("put") to Granite, on a
quarterly basis, up to approximately $500 million of certain assets, primarily
non-performing commercial real estate loans and residential mortgage loans with
an original principal balance greater than $250,000. The Put Agreement expired
on November 30, 1996. The aggregate purchase price of assets "put" to Granite
equals $500 million, including assets "put" to Granite by Old FNB through
October 3, 1994. The purchase price represents the outstanding principal
balance, accrued interest and certain other expenses.

(13)  RECEIVABLES FROM THE FSLIC/RF-- COVERED ASSETS

      In June 1995, the FDIC, as manager of the FSLIC/RF, as successor to the
FSLIC, exercised its rights under the Assistance Agreement to purchase
substantially all of the remaining Covered Assets as of June 1, 1995 at the
fair market value of such assets and further purchased additional assets from
the remaining Covered Asset portfolio in September 1995 as part of the FDIC
Purchase. Any losses sustained by First Nationwide as a result of the FDIC
Purchase were reimbursed under the Capital Loss Coverage provision of the
Assistance Agreement. Proceeds from this transaction were reinvested in the
normal course of business.

      On August 19, 1996, the Bank and the FSLIC/RF executed an agreement which
resulted in the termination of the Assistance Agreement. As a result of the
agreement, the FSLIC/RF paid the Bank the remaining Covered Asset balance of
$39 million and, among other things, assumed the responsibility for the
disposition of several litigation matters involving Covered Assets which had
been retained by the Bank following the FDIC Purchase. In connection with the
agreement, a gain of $25.6 million was recorded.

(14)  INVESTMENT IN FHLB

      The Company's investment in FHLB stock is carried at cost. The FHLB
provides a central credit facility for member institutions. As a member of the
FHLB system, the Bank is required to own capital stock in the FHLB in an amount
equal to the greater of (i) 1% of the aggregate outstanding principal amount of
its residential mortgage loans, home purchase contracts and similar obligations
at the beginning of each calendar year, (ii) .3% of total assets, or (iii) 5%
of its advances (borrowings) from the FHLB of San Francisco. The Bank was in
compliance with this requirement at December 31, 1996 and 1995. At December 31,
1996, the Bank's investment in FHLB stock was pledged as collateral for FHLB
advances as further discussed in note 21.




                                      F-30

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(15)  OFFICE PREMISES AND EQUIPMENT, NET

      Office premises and equipment, net at December 31, 1996 and 1995 is
summarized as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                                             ESTIMATED
                                                                                             DEPRECIABLE
                                                                                              LIVES AT
                                                             1996              1995       DECEMBER 31, 1996
                                                             ----              ----       -----------------
<S>                                                       <C>               <C>           <C>
     Land                                                  $ 19,084         $ 17,952              --
     Buildings and leasehold improvements                    40,103           46,652              25
     Furniture and equipment                                 50,559           37,697               6
     Construction in progress                                10,601            2,471              --
                                                           --------         --------                    
                                                            120,347          104,772
     Accumulated depreciation and amortization              (20,183)         (11,263)
                                                           --------         -------- 
     Total office premises and equipment, net              $100,164         $ 93,509
                                                           ========         ========
</TABLE>

      Depreciation and amortization expense of office premises and equipment
for the years ended December 31, 1996, 1995 and 1994 totalled $10.9 million,
$8.8 million and $2.5 million, respectively.

      First Nationwide rents certain office premises and equipment under
long-term, noncancelable operating leases expiring at various dates through
2015. Rental expense under such operating leases, included in occupancy and
equipment expense, for the years ended December 31, 1996, 1995 and 1994
totalled $19.3 million, $22.6 million and $4.2 million, respectively. Rental
income from subleasing agreements for the years ended December 31, 1996, 1995
and 1994 totalled $1.6 million, $2.2 million and $.4 million, respectively. At
December 31, 1996, the projected minimum rental commitments, net of sublease
agreements, under terms of the leases were as follows (in thousands):

                YEAR ENDED
                ----------
                  1997                                         $14,912
                  1998                                          13,434
                  1999                                          11,385
                  2000                                           9,338
                  2001                                           4,134
                  2002 and thereafter                            5,980
                                                               -------
                      Total                                    $59,183
                                                               =======

                                      F-31

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(16)  FORECLOSED REAL ESTATE, NET

      Foreclosed real estate, net, at December 31, 1996 and 1995 consists of
the following (in thousands):

                                                          1996             1995
                                                          ----             ----
1-4 unit residential real estate                       $ 31,440        $ 33,694
Multifamily real estate                                   9,176          14,368
Commercial real estate                                   14,646             506
Less allowance for losses                                (3,275)            (33)
                                                       --------        --------
   Total foreclosed real estate, net                   $ 51,987        $ 48,535
                                                       ========        ========

      Activity in the specific allowance for losses on foreclosed real estate
for the years ended December 31, 1996, 1995 and 1994 is summarized as follows
(in thousands):


                                            1996           1995            1994
                                            ----           ----            ----
Balance - January 1                       $    33        $    27        $   223
Purchases                                   7,910             --             --
Provision for losses                        1,021             --             --
Charge-offs                                (5,702)           (53)          (248)
Recoveries                                     13             59             52
                                          -------        -------        -------
Balance - December 31                     $ 3,275        $    33        $    27
                                          =======        =======        =======

(17)  ACCRUED INTEREST RECEIVABLE

      Accrued interest receivable at December 31, 1996 and 1995 is summarized
as follows (in thousands):


                                                            1996          1995
                                                            ----          ----
Cash and cash equivalents and securities                  $  8,399     $  4,387
Mortgage-backed securities                                  24,110       21,200
Loans receivable and loans held for sale                    73,525       75,017
                                                          --------     --------
   Total accrued interest receivable                      $106,034     $100,604
                                                          ========     ========


                                      F-32

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(18)  MORTGAGE SERVICING RIGHTS

      The following is a summary of activity for mortgage servicing rights
("MSR") purchased ("Purchased"), originated ("Originated"), and excess
servicing fees receivable ("Excess") for the years ended December 31, 1996,
1995 and 1994 (in thousands):
<TABLE>
<CAPTION>
                                                                                                         MSR
                                                        PURCHASED     ORIGINATED        EXCESS          HEDGE          TOTAL
                                                        ---------     ----------        ------          -----          -----
                                             
<S>                                                    <C>            <C>              <C>             <C>           <C>
Balance at December 31, 1993                            $     --       $    --          $    --         $   --        $     --
  Additions from FN Acquisition                           90,000            --               --             --          90,000
  Additions - other                                           68            --              276             --             444
  Amortization                                            (3,600)           --               (4)            --          (3,604)
                                                        -------        -------          -------         ------         -------
Balance at December 31, 1994                              86,568            --              272             --          86,840
  Additions from Maryland Acquisition                     76,369            --               --             --          76,369
  Additions from Lomas 1995 Purchase                      93,362            --               --             --          93,362
  Additions - other                                          774        16,824            1,078             --          18,676
  Amortization                                           (33,324)         (454)            (114)            --         (33,892)
                                                        --------       -------          -------         ------        --------
Balance at December 31, 1995                             223,749        16,370            1,236             --         241,355
  Additions from Lomas 1996 Purchase                     105,029                             --             --         105,029
  Additions from SFFed Acquisition                        16,000            --               --             --          16,000
  Additions from Home Federal Acquisition                  3,060                             --             --           3,060
  Additions - other                                       64,421        70,622           10,406             --         145,449
  Premium on interest rate floor contracts                    --                             --          3,509           3,509
  Net received under principal-only
   swap agreements and floors                                 --            --               --            271             271
  Amortization                                           (84,499)       (4,944)          (1,263)          (275)        (90,981)
                                                        --------       -------          -------         ------        --------
Balance at December 31, 1996                            $327,760       $82,048          $10,379         $3,505        $423,692
                                                        ========       =======          =======         ======        ========
</TABLE>

      At December 31, 1996, 1995 and 1994, the outstanding balances of
single-family residential mortgage loan participations, whole loans and
mortgage pass-through securities serviced for other investors by FNMC totalled
$43.1 billion, $28.6 billion and $7.5 billion, respectively. In addition, FNMC
had $5.7 billion and $3.0 billion of master servicing at December 31, 1996 and
1995, respectively.

      SFAS No. 122 requires enterprises to measure the impairment of servicing
rights based on the difference between the carrying amount of the servicing
rights and their current fair value. At December 31, 1996 and 1995, no
allowance for impairment of the mortgage servicing rights was necessary. The
estimated fair value of the mortgage servicing rights was $529 million and $307
million at December 31, 1996 and 1995, respectively.

      At December 31, 1996 and 1995, servicing advances and other receivables
related to single-family residential mortgage loan servicing, net of valuation
allowances of $12.5 million and $6 million in 1996 and 1995, respectively,
(included in other assets) consisted of the following (in thousands):


                                                      1996            1995
                                                      ----            ----
     Servicing advances                             $104,932        $ 57,359
     Corporate advances due from banks                55,601          73,566
     Other                                            31,828          35,042
                                                    --------        --------
                                                    $192,361        $165,967
                                                    ========        ========

      A decline in long-term interest rates generally results in an
acceleration in mortgage loan prepayments. Higher than anticipated levels of
prepayments generally cause the accelerated amortization of mortgage servicing
rights and generally will result in the reduction of the market value of
mortgage servicing rights and in the Company's servicing fee income. In order
to reduce the sensitivity of its earnings to interest rate and market value
fluctuations, the Company initiated a program



                                      F-33

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

to hedge the change in value of its servicing rights based on changes in
interest rates. At December 31, 1996, the Company, through FNMC, was a party to
several interest rate floor contracts maturing on October 15, 2001 and November
15, 2001. The Company paid counterparties a premium in exchange for cash
payments in the event that the 10-year Constant Maturity Treasury rate falls
below the strike price. At December 31, 1996, the notional amount of the
interest rate floors was $500 million and the strike prices were 5.0% and 6.5%.
In addition, the Company, through FNMC, entered into principal-only swap
agreements with a notional amount of $69 million. The estimated market value of
the interest rate floor contracts and swaps designated as hedges against
mortgage servicing rights at December 31, 1996 were $3.3 million and $.1
million, respectively.

(19)  DEPOSITS

      A summary of deposits and weighted average contractual interest rates at
  December 31, 1996 and 1995 follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                 1996                          1995
                                                         ---------------------         ---------------------
                                                         AVERAGE     CARRYING          AVERAGE     CARRYING
                                                          RATE         VALUE             RATE        VALUE
                                                          ----         -----             ----        -----
<S>                                                      <C>        <C>                <C>       <C>
  Passbook accounts                                       3.65%     $  840,685           2.17%   $   663,880
  Demand deposits:
   Interest-bearing                                       1.03         509,788            .98        684,079
   Noninterest-bearing                                      --         729,648             --        696,918
  Money market deposit accounts                           3.57         881,285           3.14      1,443,465
  Term accounts:
     3.00% or less                                         .53             125           2.82          2,882
     3.01 -  4.00%                                        3.87           3,268           3.68        112,564
     4.01 -  5.00                                         4.81         314,444           4.65        367,247
     5.01 -  6.00                                         5.52       4,096,186           5.49      3,053,770
     6.01 -  7.00                                         6.54         680,800           6.52      1,944,418
     7.01 -  8.00                                         7.21         359,261           7.34        935,780
     8.01 -  9.00                                         8.39          46,744           8.47        123,293
     9.01 - 10.00                                         9.16           2,010           9.29        149,434
    10.01 - 11.00                                           --              --          10.57          3,696
    11.01 - 12.00                                           --              --          11.52            788
    12.01 - 13.00                                        12.25              64          12.27          1,587
                                                         -----      ----------         ------    -----------
                                                          4.53%      8,464,308           4.67%    10,183,801
                                                         =====                         ======
   Accrued interest payable                                             31,901                        50,755
   Purchase accounting adjustments                                       5,674                         7,072
                                                                    ----------                   -----------
        Total deposits                                              $8,501,883                   $10,241,628
                                                                    ==========                   ===========
</TABLE>

      The aggregate amount of jumbo certificates of deposit (term deposits)
with a minimum denomination of $100,000 was approximately $868 million and $690
million at December 31, 1996 and 1995, respectively. Brokered certificates of
deposit totalling $470 million and $965 million were included in deposits at
December 31, 1996 and 1995, respectively. Total deposits at December 31, 1996
and 1995 include escrow balances for loans serviced for others of $550 million
and $348 million, respectively.



                                      F-34

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      A summary of interest expense by deposit category for the years ended
December 31, 1996, 1995 and 1994 follows (in thousands):

<TABLE>
<CAPTION>
                                                     1996              1995          1994
                                                     ----              ----          ----
<S>                                               <C>               <C>           <C>
     Passbook accounts                             $ 31,418          $ 14,668      $  3,843
     Interest-bearing demand deposits                 5,398             6,953         1,809
     Money market deposit accounts                   32,073            50,847        16,137
     Term accounts                                  350,285           374,891        79,168
                                                   --------          --------      --------
                                                   $419,174          $447,359      $100,957
                                                   ========          ========      ========
</TABLE>

      At December 31, 1996, term accounts had scheduled maturities as follows
(in thousands):

       1997                                                        $4,371,939
       1998                                                           716,139
       1999                                                           137,232
       2000                                                           150,403
       2001                                                           120,116
       2002 and thereafter                                              7,073
                                                                   ----------
                                                                   $5,502,902
                                                                   ==========


                                      F-35

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(20)  SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

      A summary of information regarding securities sold under agreements to
repurchase as of December 31, 1996 and 1995 follows (dollars in thousands):

<TABLE>
<CAPTION>

                                                                                       DECEMBER 31, 1996
                                                               ---------------------------------------------------------
                                                                 UNDERLYING COLLATERAL           REPURCHASE LIABILITY
                                                               ----------------------------     ------------------------ 
                                                                 RECORDED         MARKET                        INTEREST
                                                                 VALUE (I)         VALUE          AMOUNT           RATE
                                                                 ---------        ------          ------         -------
<S>                                                             <C>             <C>             <C>             <C>
Maturing within 30 days                                         $  626,260       $  636,069      $  609,949      5.61%
Maturing 30 days to 90 days                                        573,904          582,125         550,409       5.48
Maturing 90 days to 1 year                                         342,531          344,483         350,000       6.97
Maturing over 1 year                                                67,845           67,929          53,920       6.59
                                                                ----------       ----------      ----------
   Total  (ii)                                                   1,610,540        1,630,606       1,564,278
Purchase accounting adjustment                                       2,578            2,578             755
Accrued interest payable                                                --               --          18,354
                                                                ----------       ----------      ----------
                                                                $1,613,118       $1,633,184      $1,583,387
                                                                ==========       ==========      ==========
<CAPTION>
          
                                                                                      DECEMBER 31, 1995
                                                               ---------------------------------------------------------
                                                                UNDERLYING COLLATERAL           REPURCHASE LIABILITY
                                                               ----------------------------     ------------------------ 
                                                                  RECORDED        MARKET                         INTEREST
                                                                  VALUE (I)        VALUE          AMOUNT          RATE
                                                                 ---------        ------          ------         -------
<S>                                                             <C>             <C>             <C>             <C>
Maturing within 30 days                                           $501,647       $  511,513       $487,528        5.82%
Maturing 30 days to 90 days                                        236,483          240,152        210,057        6.64
Maturing over 1 year                                               253,363          254,502        250,000        7.63
                                                                  --------       ----------       --------
   Total  (ii)                                                     991,493        1,006,167        947,585
Purchase accounting adjustment                                         554              554             --
Accrued interest payable                                                --               --         21,925
                                                                  --------       ----------       --------
                                                                  $992,047       $1,006,721       $969,510
                                                                  ========       ==========       ========
</TABLE>
------------------

   (i) Recorded value includes accrued interest at December 31, 1996 and 1995.
       In addition, the recorded values at December 31, 1996 and 1995 include
       adjustments for the unrealized gain or loss on mortgage-backed
       securities available for sale.

  (ii) Total mortgage-backed securities collateral at December 31, 1996 and
       1995 includes $1.1 billion and $585 million, respectively, in
       outstanding balances of loans securitized with full recourse to the
       Bank. The market value of such collateral was $1.1 billion and $600
       million at December 31, 1996 and 1995, respectively.

      At December 31, 1996 and 1995, these agreements had weighted average
stated interest rates of 5.90% and 6.48%, respectively. The underlying
securities were delivered to, and are being held under the control of, third
party securities dealers. These dealers may have loaned the securities to other
parties in the normal course of their operations, but all agreements require
the dealers to resell to First Nationwide the identical securities at the
maturities of the agreements. The average daily balance of securities sold
under agreements to repurchase was $2.1 billion and $1.6 billion during 1996
and 1995, respectively, and the maximum amount outstanding at any month-end
during these periods was $2.7 billion and $2.2 billion, respectively.

      As of December 31, 1996, securities sold under agreements to repurchase
were collateralized with $1.5 billion of mortgage-backed securities and $120.7
million of loans held for sale.


                                      F-36

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(21)   BORROWINGS

       Borrowings at December 31, 1996 and 1995 are summarized as follows
(dollars in thousands):

<TABLE>
<CAPTION>

                                                                            1996                        1995
                                                                 ------------------------    -------------------------
                                                                  CARRYING       AVERAGE      CARRYING       AVERAGE
                                                                   VALUE           RATE         VALUE          RATE
                                                                   -----           ----         -----          ----
<S>                                                              <C>            <C>          <C>             <C>
  Fixed-rate borrowings from the FHLB                            $3,564,953         5.93%    $1,789,811          6.68%
  Variable-rate borrowings from the FHLB                            854,486         5.67        250,000          6.02
  Subordinated debentures due 2006                                   92,100        10.00         92,100         10.00
  Senior debt                                                         6,000        11.20             --            --
  Senior notes due 2001                                             200,000        12.25        200,000         12.25
  Senior notes due 2003                                             455,000        12.50             --            --
  Senior subordinated notes due 2003                                140,000         9.13             --            --
  Federal funds purchased                                            25,000         7.50         55,000          6.00
  Other borrowings                                                      885         8.54          3,755          7.91
                                                                 ----------        -----     ----------        -----
   Total borrowings                                               5,338,424         6.85      2,390,666         7.19
  Discount on senior notes due 2003                                 (4,651)        12.50             --           --
  Accrued interest payable                                           32,797           --         11,555           --
  Purchase accounting adjustments, net                              (1,676)           --         (9,359)          --
                                                                 ----------        -----     ----------        -----
   Total other borrowings                                        $5,364,894         6.85%    $2,392,862         7.19%
                                                                 ==========        =====     ==========        =====
</TABLE>

      Maturities and weighted average stated interest rates of borrowings at
December 31, 1996, not including accrued interest payable or purchase
accounting adjustments, are as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                                                      WEIGHTED
                                                                      BALANCES MATURING            AVERAGE RATES
MATURITIES DURING THE YEARS                                 ----------------------------  ---------------------------     
ENDING DECEMBER 31                                               FHLB            OTHER          FHLB         OTHER
------------------                                               ----            -----          ----         -----
<S>                                                         <C>              <C>               <C>          <C>
 1997                                                       $2,741,311        $ 25,136           5.78%         7.51%
 1998                                                        1,460,000             141           6.01          8.55
 1999                                                          200,250              77           6.10          8.80
 2000                                                               --              39             --          9.50
 2001                                                           10,833         200,000           6.50         12.25
 2002 and thereafter                                             7,045         693,592           7.20         11.47
                                                            ----------        --------           ----         -----
 Total                                                      $4,419,439        $918,985           5.88%        11.53%
                                                            ==========        ========           ====         =====
</TABLE>

      Interest expense on borrowings for the years ended December 31, 1996,
1995 and 1994, is summarized as follows (in thousands):

<TABLE>
<CAPTION>

                                                                                1996             1995             1994
                                                                                ----             ----             ----
<S>                                                                           <C>              <C>               <C>
   FHLB advances                                                              $221,017         $139,051          $71,662
   Interest rate swap agreements                                              (11,532)         (15,177)          (8,797)
   Subordinated debentures due 2006                                              9,210            9,210            2,303
   Senior debt                                                                   3,641               --               --
   Senior notes due 2001                                                        24,504           24,500            6,150
   Senior notes due 2003                                                        40,494               --               --
   Senior subordinated notes due 2003                                           11,739               --               --
   Federal funds purchased                                                       3,529            2,268              438
   Other                                                                           199            1,403              332
   Purchase accounting adjustments                                               6,039           21,244            7,937
                                                                              --------        ---------        ---------
   Total                                                                      $308,840         $182,499          $80,025
                                                                              ========         ========          =======
</TABLE>


                                             F-37
<PAGE>

      The following is a summary of the carrying value of assets pledged as
collateral for FHLB advances at December 31, 1996 (in thousands):

      Real estate loans (primarily residential)                      $7,126,366
      Mortgage-backed securities                                        833,857
      FHLB stock                                                        220,962
                                                                     ----------
          Total                                                      $8,181,185
                                                                     ==========
      Senior Notes due 2003

      On April 17, 1996, Parent Holdings issued $455 million of its 12-1/2%
Senior Notes ("Parent Senior Notes"). The notes will mature on April 15, 2003,
with interest payable semiannually on April 15 and October 15 of each year.
Deferred issuance costs associated with the issuance of the Parent Senior Notes
totalling $18.1 million were recorded in other assets and are being amortized
over the term of the Parent Senior Notes. Discount associated with the issuance
of the Parent Senior Notes totalling $5.2 million is included in the carrying
value of the liability and is being accreted over the term of the Parent Senior
Notes.

      The Parent Senior Notes are redeemable at the option of the Company, in
whole or in part at the following redemption prices: (i) on or after April 15,
2000, at 106.25% of the principal amount thereof, plus accrued interest and
unpaid interest to the date of redemption, (ii) on or after April 15, 2001, at
103.125% of the principal amount thereof, plus accrued interest and unpaid
interest to the date of redemption, and (iii) thereafter, at 100% of the
principal amount thereof, plus accrued interest and unpaid interest to the date
of redemption. In addition, at any time prior to April 15, 2000, the Parent
Senior Notes may be redeemed at the option of the Company, in whole but not in
part, at a redemption price of 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of redemption, plus the
applicable premium.

      The Parent Senior Notes are senior unsecured obligations of the Company
and rank pari passu in right of payment with all future senior debt of the
Company, if any is issued, and senior to all future subordinated debt of the
Company, if any is issued.

      Parent Holdings is a holding company, and therefore, the Parent Senior
notes are subordinated to (i) all existing and future liabilities, including
deposits, indebtedness and trade payables of its subsidiaries, including FN
Holdings and the Bank, and (ii) all preferred stock issued by its subsidiaries,
including the 11-1/2% Preferred Stock of the Bank and the FN Holdings Preferred
Stock. The Parent Senior Notes are also subordinated to the obligations of FN
Holdings under the tax-sharing agreement between and among the Bank, FN
Holdings and Mafco Holdings.

      The terms and conditions of the indenture and the FN Holdings indentures
impose restrictions that affect, among other things, the ability of the Company
or FN Holdings, as the case may be, to incur debt, pay dividends or make
distributions, engage in a business other than holding the common stock of FN
Holdings, in the case of the Company, or of First Nationwide Bank and similar
banking institutions, in the case of FN Holdings, make acquisitions, create
liens, sell assets and make certain investments.

       Senior Notes due 2001

      In connection with the FN Acquisition, FN Holdings issued $200 million
  principal amount of 12-1/4% Senior Notes ("Senior Notes"), including $5.5
  million principal amount of Senior Notes to certain directors and officers of
  the Bank. The notes will mature on May 15, 2001 with interest payable
  semiannually on May 15 and November 15. Deferred issuance costs associated
  with the Senior Notes' issuance totalling $9.9 million were recorded in other
  assets and are being amortized over the term of the Senior Notes.


      The notes are redeemable at the option of FN Holdings, in whole or in
  part, during the 12-month period beginning May 15, 1999, at a redemption
  price of 106.125% plus accrued interest to the date of redemption, and
  thereafter at 100% plus

                                      F-38

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

  accrued interest. The notes are subordinated to all existing and future
  liabilities, including deposits and other borrowings of the Bank, and to the
  Bank Preferred Stock as defined herein.

      The terms and conditions of the Senior Notes indenture impose
  restrictions that affect, among other things, the ability of FN Holdings to
  incur debt, pay dividends, make acquisitions, create liens, sell assets and
  make certain investments.

      Senior Subordinated Notes due 2003

      On January 31, 1996, FN Holdings issued $140 million principal amount of
  the 9-1/8% Senior Sub Notes. The Senior Sub Notes will mature on January 15,
  2003 with interest payable semiannually on January 15 and July 15. Deferred
  issuance costs associated with the issuance of the Senior Sub Notes totalling
  $7.0 million were recorded in other assets and are being amortized over the
  term of the Senior Sub Notes.

      The Senior Sub Notes are redeemable at the option of FN Holdings, in
  whole or in part, during the 12-month period beginning January 1, 2001, at a
  redemption price of 104.5625% of the principal amount thereof, plus accrued
  interest and unpaid interest to the date of redemption, and thereafter at
  100% of the principal amount thereof, plus accrued and unpaid interest.

      The Senior Sub Notes are unsecured senior subordinated obligations of FN
  Holdings and are subordinated in right of payment to all existing and future
  Senior Indebtedness of FN Holdings and future to all subordinated debt, if
  any is issued. The Senior Sub Notes are subordinated to all existing and
  future liabilities, including deposits, indebtedness and trade payables of FN
  Holdings' subsidiaries, including the Bank, and to preferred stock issued by
  the Bank.

      The terms and conditions of the Senior Notes indenture impose
  restrictions that affect, among other things, the ability of FN Holdings to
  incur debt, pay dividends or make distributions, engage in a business other
  than holding the common stock of the Bank and similar banking institutions,
  make acquisitions, create liens, sell assets and make certain investments.

      Subordinated Debentures due 2006

      As part of the FN Acquisition, the Bank assumed subordinated debentures,
  which bear interest at 10% per annum and mature on October 1, 2006 (the "Old
  FNB Debentures"). At December 31, 1996, the aggregate principal amount of the
  Old FNB Debentures outstanding was $92.1 million.

      Events of Default under the indenture governing the Old FNB Debentures
  (the "Old FNB Indenture") include, among other things: (i) a default in the
  payment of interest when due and such default continues for 30 days, (ii) a
  default in the payment of any principal when due, (iii) the failure to comply
  with covenants in the Old FNB Indenture, provided that the trustee or holders
  of at least 25% in principal amount of the outstanding Old FNB Debentures
  notify the Bank of the default and the Bank does not cure the default within
  60 days after receipt of such notice, (iv) certain events of bankruptcy,
  insolvency or reorganization of the Bank, (v) the FSLIC/RF (or a comparable
  entity) is appointed to act as conservator, liquidator, receiver or other
  legal custodian for the Bank and (vi) a default under other indebtedness of
  the Bank in excess of $10 million resulting in such indebtedness becoming due
  and payable, and such default or acceleration has not been rescinded or
  annulled within 60 days after the date on which written notice of such
  failure has been given by the trustee to the Bank or by holders of at least
  25% in principal amount of the outstanding Old FNB Debentures to the Bank and
  the trustee.


                                      F-39

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      Senior Debt

      As part of the SFFed Acquisition, First Nationwide assumed $50 million of
  SFFed 11.20% Senior Notes due September 1, 2004 ("SFFed Notes"). In
  connection with the assumption of the SFFed Notes, the Bank and all of the
  holders of the SFFed Notes entered into an agreement amending certain
  provisions of the note purchase pursuant to which the SFFed Notes were sold
  (as amended, the "Note Purchase Agreement"). On September 12, 1996, the Bank
  repurchased $44.0 million aggregate amount of the SFFed Notes at a price of
  approximately 116.45% of the principal amount, plus the accrued interest
  thereon. First Nationwide recorded an extraordinary loss, net of tax, of $1.6
  million in connection with such repurchase. At December 31, 1996, the
  aggregate principal amount of the SFFed Notes outstanding was $6.0 million.

      Events of Default under the Note Purchase Agreement include, among other
  things: (i) failure to make any payment of principal when due; (ii) any
  failure to make any payment of interest when due and such payment is not made
  within 15 days after the date such payment was due; (iii) failure to comply
  with certain covenants in the Note Purchase Agreement, provided that such
  failure continues for more than 60 days; (iv) failure to deliver to holders a
  notice of default, notice of event of default, or notice of claimed default
  as provided in the Note Purchase Agreement; (v) failure to comply with any
  provision of the Note Purchase Agreement, provided that such failure
  continues for more than 60 days after notice is delivered to the Bank; (vi) a
  default under other indebtedness provided that the aggregate amount of all
  obligations in respect of such indebtedness exceeds $15 million; (vii) one or
  more final, non-appealable judgments outstanding against the Bank or its
  subsidiaries for the payment of money aggregating in excess of $15 million,
  any one of which has been outstanding for 45 days and shall not have been
  discharged in full or stayed; (viii) any warranty, representation or other
  statement contained in the Note Purchase Agreement by the Bank or any of its
  subsidiaries being false or misleading in any material respect when made; or
  (ix) certain events of bankruptcy, insolvency or reorganization of the Bank
  or its subsidiaries.

      Consummation of the Cal Fed Acquisition constituted a "Change of Control"
  under the Note Purchase Agreement. Accordingly, holders of the SFFed Notes
  have the right to compel the Bank to redeem the SFFed Notes held by any such
  holder at a redemption price of 100% of the principal amount thereof.


                                      F-40

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


 (22) INTEREST RATE SWAP AGREEMENTS

      Interest rate swap agreements outstanding and their weighted average
  rates at December 31, 1996 are as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                            WEIGHTED
                                      NOTIONAL            AVERAGE RATE            ESTIMATED
                                      PRINCIPAL          ----------------         MATURITY           VARIABLE
    MATURITY DATE                      AMOUNT            PAY      RECEIVE         IN YEARS          RATE INDEX
    -------------                      ------            ---      -------         --------          ----------
<S>                                   <C>               <C>       <C>             <C>              <C>
  April 1998                           $400,000          5.64%      8.38%            1.26          3 month LIBOR
</TABLE>

      The Bank uses interest rate swap agreements to hedge against interest
  rate risk inherent in its FHLB advances. Under the agreements, the Bank
  receives or makes payments based on the differential between fixed-rate and
  variable-rate interest amounts on the notional amount of the agreement. The
  notional amounts of these derivatives do not represent amounts exchanged by
  the parties and thus, are not a measure of the Bank's exposure through its
  use of derivatives. The Bank pays the variable-rate and receives the
  fixed-rate under these agreements. The variable interest rates presented in
  the tables above are based on LIBOR. The current LIBOR rates have been
  assumed implicitly, in the aforementioned weighted average receive rate, to
  remain constant throughout the term of the respective swaps. Any changes in
  LIBOR interest rates would affect the variable-rate information disclosed
  above.

      The Bank is exposed to credit-related losses in the event of
  nonperformance by the counterparties to these agreements but does not expect
  any counterparties to fail their obligations. The Bank deals only with highly
  rated counterparties.


                                      F-41

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(23)  SEGMENT REPORTING

      The Company's operations include two primary business segments: mortgage
lending and retail banking. The Company's principal business consists of
operating retail deposit branches and originating and/or purchasing residential
real estate loans. The Company's mortgage lending activities are conducted
through FNMC and include the origination and purchase of residential mortgage
loans for sale to various investors, as well as the servicing of loans for
others.

      Selected financial information by business segment for the three years
ended December 31, 1996, 1995 and 1994 is presented in the following summary
(in thousands):
<TABLE>
<CAPTION>
                                                              MORTGAGE           RETAIL        CONSOLIDATED
                                                               LENDING           BANKING           TOTAL
     1996                                                      -------           -------           -----
     ----                                                   
<S>                                                         <C>              <C>               <C>
       Total revenues (1)                                   $   215,134      $  1,749,043       $  1,887,177
       Income before income taxes, extraordinary item
          and minority interest                                   5,836           501,711            507,547
       Office premises and equipment, net                        23,410            76,754            100,164
       Identifiable assets (2)                                1,582,236        16,269,980         16,587,540

     1995
     ----
       Total revenues (3)                                       100,930         1,161,650          1,226,818
       Income before income taxes, extraordinary item
          and minority interest                                   (7,898)         130,348            122,450
       Office premises and equipment, net                        17,376            76,133             93,509
       Identifiable assets (4)                                1,337,767        14,455,002         14,646,245

     1994
     ----
       Total revenues (5)                                        13,010           329,257            334,297
       Income before income taxes, extraordinary item
          and minority interest                                   (4,982)          36,910             31,928
       Office premises and equipment, net                         3,894            72,215             76,109
       Identifiable assets (6)                                  203,400        14,666,797         14,683,559

</TABLE>
      ------------------


     (1)   Excludes the elimination of $6.9 million in intercompany servicing
           fees, $.1 million in interest income and $70.0 million in interest
           expense on intercompany loans.
     (2)   Excludes the elimination of $23.3 million in deposits maintained
           with the Bank and $1,241 million in intercompany borrowings from the
           Bank.
     (3)   Excludes the elimination of $6.1 million in intercompany servicing
           fees and $29.7 million in interest expense on intercompany loans.
     (4)   Excludes the elimination of $13.8 million in deposits maintained
           with the Bank and $1,133 million in intercompany borrowings from the
           Bank.
     (5)   Excludes the elimination of $6.0 million in intercompany servicing
           fees and $2.0 million in interest expense on intercompany loans.
     (6)   Excludes the elimination of $186.6 million in intercompany
           borrowings from the Bank.



                                      F-42

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


(24)  MINORITY INTEREST AND STOCKHOLDER'S EQUITY

      (a) Minority Interest - Preferred Stock of First Nationwide Bank

          In connection with the FN Acquisition, the Bank issued 3,007,300
      shares of its 11-1/2% noncumulative perpetual preferred stock ("Bank
      Preferred Stock") with a par value of $.01 per share, having a
      liquidation preference of $300.7 million. This stock has a stated
      liquidation value of $100 per share. Costs related to the Bank Preferred
      Stock issuance were deducted from additional paid-in capital. At or after
      September 1, 1999, the Bank Preferred Stock is redeemable at the option
      of the Bank, in whole or in part, at $105.75 per share prior to September
      1, 2000, and at prices which will decrease annually thereafter to the
      stated liquidation value of $100 per share on or after September 1, 2004,
      plus declared but unpaid dividends. Dividends are payable quarterly at an
      annual rate of 11.50% per share when declared by the Bank's Board of
      Directors. Dividends paid on the Bank Preferred Stock for each year
      during 1996 and 1995 totalled $34.6 million.

      (b) Minority Interest - Hunter's Glen

          Minority interest - Hunter's Glen represents that portion of
      stockholders' equity of FN Holdings attributable to its class B common
      stock, which is owned by a limited partnership controlled by the Bank's
      Chairman of the Board and Chief Executive Officer.

      (c) Minority Interest - Preferred Stock of First Nationwide Holdings Inc.

          On September 19, 1996, FN Holdings issued 10,000 shares of preferred
      stock ("FN Holdings Preferred Stock") with a liquidation value of $150
      million to a corporation owned by the Chairman of the Board of the Bank,
      ("Special Purpose Corp."). Cash dividends on the FN Holdings Preferred
      Stock are cumulative and are payable: (i) in cash at an annual rate of
      the cost of funds to an affiliate of FN Holdings under such affiliate's
      bank credit facility (the "Cost of Funds Rate") and (ii) in newly issued
      shares of another series of cumulative perpetual preferred stock of FN
      Holdings ("Additional FN Holdings Preferred Stock") at an annual rate of
      2% of the stated liquidation value of the FN Holdings Preferred Stock,
      if, when, and as declared by the Board of Directors of FN Holdings.
      Dividends on the Additional FN Holdings Preferred Stock are cumulative
      and accrue and are payable in shares of Additional FN Holdings Preferred
      Stock at an annual rate equal to the Cost of Funds Rate plus 2% of the
      stated liquidation value of the Additional FN Holdings Preferred Stock
      if, when and as declared by the Board of Directors of FN Holdings.
      Additional FN Holdings Preferred Stock will have substantially the same
      relative rights, terms and preferences as the FN Holdings Preferred Stock
      except as set forth above with respect to the payment of dividends.
      Dividends on the FN Holdings Preferred Stock are payable quarterly each
      year, commencing January 1, 1997, out of funds legally available
      therefor. In addition, the payment of dividends by FN Holdings is subject
      to certain federal laws applicable to savings and loan holding companies.
      The FN Holdings Preferred Stock ranks prior to the common stock of FN
      Holdings and to all other classes and series of equity securities
      subsequently issued.

          The FN Holdings Preferred Stock and the Additional FN Holdings
      Preferred Stock are redeemable so long as Special Purpose Corp. is the
      sole holder thereof, at any time, and, if Special Purpose Corp. is not
      the sole holder thereof, at any time after the fifth anniversary of the
      issuance of the FN Holdings Preferred Stock, in each case, upon prior
      written notice, at the option of FN Holdings, in whole or in part, at a
      redemption price equal to the stated liquidation value of $15,000 per
      share plus any accrued and unpaid dividends. Upon the redemption of the
      FN Holdings Preferred Stock by FN Holdings, all outstanding shares of the
      Additional FN Holdings Preferred Stock will be contributed to the capital
      of FN Holdings, without any payment therefor, and such shares will be
      retired and canceled.

                                      F-43

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      (d) Common Stock

          In connection with the FN Acquisition and the offering of the Senior
      Notes, First Gibraltar Holdings incorporated Parent Holdings and FN
      Holdings to hold 100% of the common stock of First Nationwide. First
      Gibraltar Holdings contributed all of its shares of capital stock of the
      Bank to Parent Holdings, which contributed such shares to FN Holdings in
      exchange for 1,000 shares of common stock of FN Holdings.

          In 1994, FN Holdings amended its certificate of incorporation to
      create 800 shares of class A common stock having one vote per share, 200
      shares of class B common stock having .75 votes per share, and 230.3
      shares of nonvoting class C common stock. Parent Holdings exchanged its
      1,000 shares of common stock of FN Holdings for 800 shares of class A
      common stock.

          Pursuant to the terms of an exchange agreement between FN Holdings,
      the Bank's Chairman and Parent Holdings (the "Exchange Agreement"), and
      in connection with the consummation of the FN Acquisition, FN Holdings
      issued 100% of its class C common stock to Parent Holdings for
      approximately $210.3 million, and the Bank's Chairman acquired 100% of
      the class B common stock of FN Holdings in exchange for his 6.25% of the
      class A common stock of First Gibraltar Holdings.

          As a result of the consummation of the transactions contemplated by
      the Exchange Agreement, the Bank's Chairman owns 100% of the class B
      common stock of FN Holdings, representing 20% of its voting common stock
      (representing approximately 15% of the voting power of its common stock),
      and Parent Holdings owns (i) 100% of the class A common stock of FN
      Holdings, representing 80% of its voting common stock (representing
      approximately 85% of the voting power of its common stock) and (ii) 100%
      of the class C common stock of FN Holdings. On December 29, 1995, the
      Bank's Chairman transferred his shares of class B common stock to a
      limited partnership, Hunter's Glen/Ford, Ltd., over which he maintains
      control.

          Dividends and distributions on the Company's common stock during
      1996, 1995 and 1994 totalled $636,504 $89,986 and $0 respectively.

      (e) Payment of Dividends

          The terms of the Parent Senior Notes indenture generally will permit
      the Company to make distributions of up to 65% of the consolidated net
      income of the Company if, after giving effect to such distribution, (i)
      the Bank is "well capitalized" under applicable OTS regulations and (ii)
      the Consolidated Common Shareholders' Equity (as defined therein) of the
      Bank is at least equal to the Minimum Common Equity Amount (as defined
      therein). The terms of the Senior Sub Notes indenture and the Senior
      Notes indenture apply similar restrictions except FN Holdings can make
      distributions of up to 75% of the consolidated net income of FN Holdings.
      The Federal thrift laws and regulations of the Office of Thrift
      Supervision (the "OTS") limit the Bank's ability to pay dividends on its
      preferred or common stock. The Bank generally may not pay dividends
      without the consent of the OTS if, after the payment of the dividends, it
      would not be deemed "adequately capitalized" under the prompt corrective
      action standards of the Federal Deposit Insurance Corporation Improvement
      Act of 1991.

          As of December 31, 1996, the Bank could pay dividends of $609 million
      without the consent of the OTS and it could pay dividends of $370 million
      and still be "well capitalized." As of December 31, 1996, FN Holdings and
      the Company could pay dividends of $354 million and $138 million,
      respectively, without violating the most restrictive terms of their
      respective indentures.



                                      F-44

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(25)  REGULATORY CAPITAL OF THE BANK

      The Bank is subject to various regulatory capital requirements
  administered by the Federal banking agencies. Failure to meet minimum capital
  requirements can initiate certain mandatory -- and possibly additional
  discretionary -- actions by regulators that, if undertaken, could have a
  direct material effect on Company's and the Bank's consolidated financial
  statements. Under capital adequacy guidelines and the regulatory framework
  for prompt corrective action, the Bank must meet specific capital guidelines
  that involve quantitative measures of the Bank's assets, liabilities, and
  certain off-balance-sheet items as calculated under regulatory accounting
  practices. The Bank's capital amounts and classification are also subject to
  qualitative judgments by the regulators about components, risk weightings,
  and other factors.

      Quantitative measures established by regulation to insure capital
  adequacy require the Bank to maintain minimum amounts and ratios (set forth
  in the table below) of tangible and core capital to adjusted total assets,
  and of Tier 1 and total risk-based capital to risk-weighted assets.
  Management believes, as of December 31, 1996, that the Bank meets all capital
  adequacy requirements to which it is subject.

      As of December 31, 1996 and 1995, the most recent notification from the
  OTS categorized the Bank as well capitalized under the regulatory framework
  for prompt corrective action. To be categorized as well capitalized, the Bank
  must maintain minimum core, Tier 1 risk-based and total risk-based ratios as
  set forth in the table. There are no conditions or events since the most
  recent notification that management believes have changed the institution's
  category.

      The Bank's actual capital amounts and ratios are also presented in the
table (dollars in thousands):

<TABLE>
<CAPTION>
                                                                                                       TO BE WELL
                                                                                                   CAPITALIZED UNDER
                                                                           FOR CAPITAL             PROMPT CORRECTIVE
                                                  ACTUAL                ADEQUACY PURPOSES          ACTION PROVISIONS
                                              ----------------         ---------------------       -----------------
                                              AMOUNT     RATIO         AMOUNT          RATIO       AMOUNT      RATIO
                                              ------     -----         ------          -----       ------      -----
<S>                                        <C>         <C>            <C>            <C>         <C>          <C>
    As of December 31, 1996:
    Tangible Capital
      (to Adjusted Total Assets)            $1,160,709    7.17%          $242,828        1.50%          N/A      N/A
    Core Capital (Leverage)
      (to Adjusted Total Assets)             1,160,709    7.17            485,655        3.00      $809,426     5.00%
    Tier 1 Risk Based Capital
      (to Risk Weighted Assets)              1,160,709   11.50                N/A         N/A       603,993     6.00   
    Total Risk Based Capital
      (to Risk Weighted Assets)              1,375,061   13.62            805,324        8.00     1,006,655    10.00

    As of December 31, 1995:
    Tangible Capital
      (to Adjusted Total Assets)               853,326    5.84            219,104        1.50           N/A      N/A
    Core Capital (Leverage)
      (to Adjusted Total Assets)               853,326    5.84            438,208        3.00       730,347     5.00   
    Tier 1 Risk Based Capital
      (to Risk Weighted Assets)                853,326    9.14                N/A         N/A       554,547     6.00 
    Total Risk Based Capital
      (to Risk Weighted Assets)              1,057,288   11.34            739,396        8.00       924,245    10.00


</TABLE>

                                      F-45

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(26)  FINANCIAL ASSISTANCE PROVIDED BY FSLIC/RF

      Financial assistance provided pursuant to the Assistance Agreement for
the years ended December 31, 1996, 1995 and 1994 follows (in thousands):

<TABLE>
<CAPTION>

                                                                              ACTUAL        FSLIC/RF       GUARANTEED
                                                                            YIELD(LOSS)    ASSISTANCE         YIELD
                                                                            -----------    ----------         -----
<S>                                                                       <C>             <C>             <C>
       1996
       ----
       Yield maintenance on Covered Assets:
           Loans and accounts receivable                                       $ --          $1,413            $1,413
           Investments in and advances to subsidiaries                           --              --                --
           Real estate owned                                                    (23)             23                --
                                                                               ----          ------            ------
                                                                               $(23)          1,436            $1,413
                                                                               ====                            ======
       FSLIC/RF Reimbursement                                                                    --
       Total effect of FSLIC/RF assistance on the                                            ------
           consolidated statement of operations                                              $1,436
                                                                                             ======
       FDIC Purchase proceeds, write-downs, losses                                           $3,227
           on Covered Assets and other claims                                                ======

<CAPTION>
                                                                              ACTUAL        FSLIC/RF        GUARANTEED
                                                                           YIELD (LOSS)    ASSISTANCE         YIELD
                                                                            -----------    ----------         -----
<S>                                                                       <C>             <C>             <C>
       1995
       ----
       Yield maintenance on Covered Assets:
         Loans and accounts receivable                                       $7,572         $ (213)           $ 7,359
           Investments in and advances to subsidiaries                          (63)           283                220
           Real estate owned                                                 (1,890)         5,016              3,126
                                                                             ------         ------            -------
                                                                             $5,619          5,086            $10,705
                                                                             ======                           =======
       FSLIC/RF Reimbursement                                                                   --
       Total effect of FSLIC/RF assistance on the                                           ------
           consolidated statement of operations                                             $5,086
                                                                                            ======

       FDIC Purchase proceeds, write-downs, losses
           on Covered Assets and other claims                                             $236,378
                                                                                          ========

<CAPTION>
                                                                              ACTUAL        FSLIC/RF       GUARANTEED
                                                                            YIELD (LOSS)   ASSISTANCE         YIELD
                                                                            -----------    ----------         -----
<S>                                                                       <C>             <C>             <C>
       1994
       ----
       Yield maintenance on Covered Assets:
            Loans and accounts receivable                                   $21,573         $(5,543)          $16,030
            Investments in and advances to subsidiaries                       (473)           1,178               705
            Real estate owned                                               (1,561)          14,817            13,256
                                                                            ------          -------            ------
                                                                            $19,539          10,452           $29,991
                                                                            =======                           =======
       FSLIC/RF Reimbursement                                                                (1,060)
       Total effect of FSLIC/RF assistance on the                                           -------
            consolidated statement of operations                                            $ 9,392
                                                                                            =======

       Write-downs and losses on Covered Assets and
          other claims                                                                      $71,220
                                                                                            =======

</TABLE>


                                      F-46

<PAGE>


                    FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(27)  OTHER NONINTEREST INCOME AND EXPENSE

      Other noninterest income and expense amounts are summarized as follows
for the years ended December 31, 1996, 1995 and 1994 (in thousands):
<TABLE>
<CAPTION>

                                                                                1996             1995             1994
                                                                                ----             ----             ----
<S>                                                                          <C>              <C>             <C>
        Other noninterest income:
             Dividends on FHLB stock                                           $11,670         $ 6,546          $ 3,186
             Disbursement float                                                  5,369           2,622              943
             Other                                                              12,820           8,759            3,423
                                                                               -------         -------          -------
                                                                               $29,859         $17,927          $ 7,552
                                                                               =======         =======          =======
        Other noninterest expense:
             Telephone                                                         $11,727           7,652            2,134
             Insurance and surety bonds                                          3,811           4,005            2,321
             Postage                                                             7,141           6,856            1,535
             Printing, copying and office supplies                               6,549           6,096            2,057
             Employee travel                                                     6,112           5,244            1,249
             Other                                                              42,233          30,876            9,375
                                                                               -------         -------          -------
                                                                               $77,573         $60,729          $18,671
                                                                               =======         =======          =======
</TABLE>

(28)  INCOME TAXES

      Total income tax (benefit) expense for the years ended December 31, 1996,
1995 and 1994 was allocated as follows (in thousands):
<TABLE>
<CAPTION>
                                                                                1996             1995             1994
                                                                                ----             ----             ----
<S>                                                                           <C>             <C>              <C>
      Income before income taxes, extraordinary item
        and minority interest                                                 $(75,807)       $(57,185)         $2,558
      Extraordinary item                                                          (176)            221             119
      Net unrealized holding (loss) gain on securities available for sale       (1,921)          7,055              --
                                                                              --------        --------          ------
                                                                              $(77,904)       $(49,909)         $2,677
                                                                              ========        ========          ======
</TABLE>

      Income tax (benefit) expense attributable to income before income taxes
and extraordinary item for the years ended December 31, 1996, 1995 and 1994
consisted of (in thousands):

<TABLE>
<CAPTION>
                                                                                1996             1995             1994
                                                                                ----             ----             ----
<S>                                                                           <C>             <C>              <C>
      Federal
        Current                                                             $  10,900         $    285          $   --
        Deferred                                                             (125,000)         (69,000)             --
                                                                            ---------         --------          ------
                                                                             (114,100)         (68,715)             --
                                                                            ---------         --------          ------
      State and local
        Current                                                                38,293           11,530              --
        Deferred                                                                   --               --           2,558
                                                                            ---------         --------          ------
                                                                               38,293           11,530           2,558
                                                                            ---------         --------          ------
                                                                            $ (75,807)        $(57,185)         $2,558
                                                                            =========         ========          ======
</TABLE>

                                      F-47

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      The consolidated income tax (benefit) expense for the years ended
December 31, 1996, 1995 and 1994 differs from the amounts computed by applying
the statutory U.S. Federal corporate tax rate of 35% for 1996, 1995 and 1994 to
income before income taxes, extraordinary item and minority interest (in
thousands):
<TABLE>
<CAPTION>
                                                                              1996           1995            1994
                                                                              ----           ----            ----
<S>                                                                         <C>             <C>             <C>
       Computed "expected" income tax expense                                 $ 177,642      $ 42,858         $11,175
       Increase (decrease) in taxes resulting from:
            State income taxes, net of Federal income
                tax benefit                                                      24,890         7,495           1,740
            Tax exempt income                                                      (584)       (2,636)         (3,493)
            Amortization of excess cost over fair
                 value of net assets acquired                                        33            --              --
            Temporary differences from acquisitions                               6,196            --              --
            Adjustment to prior year's tax expense                                  595        (1,675)             --
            Adjustment to deferred tax asset                                      2,821         7,644              --
            Unrealized holding (loss) gain on securities available for
                sale recognized for tax purposes                                 (3,703)       15,937              --
            Other                                                                 1,214        (1,747)            306
            Change in the beginning-of-the-year balance of
                the valuation allowance for deferred tax assets
                allocated to income tax expense                                (284,911)     (125,061)         (7,170)
                                                                              ---------      --------         -------
                                                                              $ (75,807)     $(57,185)        $ 2,558
                                                                              =========      =========        =======
</TABLE>

      The significant components of deferred income tax (benefit) expense
attributable to income before income taxes, extraordinary item and minority
interest for the years ended December 31, 1996, 1995 and 1994 are as follows
(in thousands):
<TABLE>
<CAPTION>
                                                                          1996             1995              1994
                                                                          ----             ----              ----
<S>                                                                      <C>            <C>              <C>
        Deferred tax expense (exclusive of the effects
           of other components listed below)                              $ 153,715      $  56,061         $ 9,728
        Temporary differences from acquisitions                               6,196             --              --
        Decrease in beginning-of-the-year balance of the
          valuation allowance for deferred tax assets                      (284,911)      (125,061)         (7,170)
                                                                         ----------      ---------         -------
                                                                         $(125,000)      $ (69,000)        $ 2,558
                                                                         ==========      =========         =======
</TABLE>

                                      F-48

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31, 1996 and 1995 are presented below (in thousands):

<TABLE>
<CAPTION>
                                                            1996              1995
                                                            ----              ----
<S>                                                     <C>              <C>
Deferred tax assets:
Net operating loss carryforwards                        $   737,815      $   920,300
  Foreclosed real estate                                        312               --
  Loans receivable                                            4,774            6,868
  Securities                                                     95               --
  Miscellaneous accruals                                     11,851           11,842
  Accrued liabilities                                        30,017           12,675
  Deferred interest                                           6,440            4,552
  State taxes                                                15,429            4,243
  Other intangible assets                                    35,476           47,169
  Alternative minimum tax credit and investment
    tax credit carryforwar                                   13,324            2,932
  Other                                                       3,165            8,174
                                                        -----------      -----------
     Total gross deferred tax assets                        858,698        1,018,755
     Less valuation allowance                              (526,130)        (810,459)
                                                        -----------      -----------
     Net deferred tax assets                                332,568          208,296
                                                        -----------      -----------

Deferred tax liabilities:
  Change in accounting method                                23,362           35,043
  Other intangible assets                                    48,280           41,651
  Purchase accounting adjustments                            29,881           56,319
  FHLB stock                                                 12,688            2,610
  Unrealized gains on securities available for sale           1,640            2,503
  Other                                                      24,357            3,673
                                                        -----------      -----------
     Net deferred tax liabilities                           140,208          141,799
                                                        -----------      -----------
       Net deferred tax assets and liabilities          $   192,360      $    66,497
                                                        ===========      ===========
</TABLE>

      The net change in the total valuation allowance for the year ended
December 31, 1996 was a decrease of $284.3 million, of which $284.9 million is
attributable to income before income taxes, extraordinary item and minority
interest and $(.6) million is attributable to the extraordinary item. The
decrease of $284.9 million attributable to income before income taxes,
extraordinary item and minority interest consists of $125 million relating to
the favorable reassessment, in the second quarter of 1996, of future earnings
expectations and $159.9 million relating to the current year.

      Based on a historical earnings trend since the consummation of the FN
Acquisition and future earnings expectations, management changed its judgment
about the realizability of the Company's net deferred tax assets and recognized
a deferred tax benefit (i.e., reduced valuation allowance) of $125.0 million in
the second quarter of 1996 and $69.0 million in the fourth quarter of 1995.
Management believes that the realization of the resulting deferred tax asset is
more likely than not, based upon the expectation that Parent Holdings will
generate the necessary amount of taxable income in future periods.

      On August 20, 1996, the Small Business Job Protection Act of 1996 (the
"Act") was enacted into law generally effective for tax years beginning after
1995. One provision of the Act repealed the Section 593 reserve method of
accounting for bad debts by thrift institutions which are treated as large
banks. Another provision of the Act requires the Bank to take into income the
balance of its post-1987 bad debt reserves over a six year period beginning in
1996 subject to a two-year deferral if certain residential loan tests are
satisfied. As of December 31, 1995, the Bank had a tax bad debt reserve
totalling $232 million, all of which has been provided for in deferred tax
liabilities. Accordingly, the enactment of this legislation is not expected to
have any material adverse impact on the Bank's operations or financial position.

                                      F-49

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


      At December 31, 1996, if Parent Holdings had filed a consolidated Federal
income tax return on behalf of itself (as common parent) with its subsidiaries,
it would have had regular and alternative minimum tax net operating losses for
Federal income tax purposes of approximately $2.1 billion and $800 million,
respectively, which expire in 2004 through 2010.

(29)  EMPLOYEE BENEFIT PLANS

      Postretirement Benefits Plan

      In connection with the FN Acquisition, the Bank assumed unfunded plans to
provide postretirement medical benefits to certain eligible employees and their
dependents through age 65. In general, early retirement is age 55 with 10 years
of service. Retirees participating in the plans generally pay Consolidated
Omnibus Budget Reduction Act premiums for the period of time they participate.

      The estimated cost for postretirement health care benefits has been
accrued on an actuarial net present value basis.

      The following table sets forth the plans' combined liabilities included
in the Company's consolidated statements of financial condition at December 31,
1996 and 1995 (in thousands):

                                                    1996              1995
                                                    ----              ----
   Accumulated postretirement benefit obligation:
        Retirees                                    $2,212           $   --
        Eligible active plan participants              471            1,177
        Ineligible active plan participants            733            1,719
                                                    ------           ------
            Accumulated postretirement benefit
                obligation (other liabilities)      $3,416           $2,896
                                                    ======           ======

      The projected benefit obligation at December 31, 1996 and 1995 was
determined using a discount rate of 7.5% and 8.0%, respectively. At December
31, 1996, an increase of 1% in the health care cost trend rate would cause the
accumulated postretirement benefit obligation to increase by $.3 million, and
the service and interest costs to increase by less than $.1 million.

      Net periodic postretirement benefits cost for the years ended December
31, 1996 and 1995 included the following components (in thousands):

                                                     1996              1995
                                                     ----              ----
   Service cost - benefits attributable
        to service during the current period         $301               $340
   Interest cost on accumulated postretirement
        benefit obligation                            231                163
   Amortization of loss                                19                 --
                                                     ----               ----
            Periodic postretirement benefit cost     $551               $503
                                                     ====               ====

      The initial health care cost trend rate for medical benefits in 1996 was
9.50%, the average trend rate was 7.50% and the ultimate trend rate was 5.50%,
which will be reached in eight years. Similar trend rates were utilized for the
1995 valuation.


                                      F-50

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


      Investment Plan

      In connection with the FN Acquisition, the Bank assumed Old FNB's defined
contribution plan. Effective December 31, 1994, the Bank resolved to merge Old
FNB's plan with the Bank's plan. The merger was completed in February 1995 upon
completion of the transfer of all funds to the surviving plan. Both plans were
qualified plans under Section 401(a) of the Internal Revenue Code. The plan is
available to substantially all employees with at least one year of employment.
Employee contributions are voluntary. The plan provides for deferral of up to
12% of qualifying compensation of plan participants. The Bank's matching
contribution was a maximum of 100% of up to the first 3% of employee deferrals.
The annual discretionary employer profit sharing contribution is a maximum of
3% of eligible compensation. It can be declared at any level in the range from
0% to 3%. Employees vest immediately in their own deferrals and any employer
profit sharing contributions and vest in employer matching contributions based
on completed years of service. The Bank's contributions to such plan totalled
$2.3 million, $2.8 million, and $1.5 million for the years ended December 31,
1996, 1995 and 1994, respectively.

(30)  INCENTIVE PLAN

      Effective October 1, 1995, FN Holdings entered into a management
incentive plan ("Incentive Plan") with certain executive officers of the Bank
("Participants"). Awards under the Incentive Plan will be made in the form of
performance units. Each performance unit entitles Incentive Plan Participants
to receive cash and/or stock options ("Bonuses") based upon the Participants'
vested interest in a bonus pool. Generally, the Incentive Plan provides for the
payment of Bonuses, on a quarterly basis, to the Participants upon the
occurrence of certain events. Bonuses vest at 20% per year beginning October 1,
1995 and are subject to a cap of $50 million.

      Bonuses are recorded by a charge to compensation and employee benefits
and an increase to other liabilities. During 1996 and 1995, accruals relative
to the Incentive Plan totalled $35.6 and $2.0 million, respectively.

(31)  SPECIAL SAIF ASSESSMENT

      On September 30, 1996, the Economic Growth and Regulatory Paperwork
Reduction Act ("Act") of 1996 was enacted. The Act included a special
assessment ("Special SAIF Assessment") related to the recapitalization of the
SAIF, which was levied based on a rate of 65.7 cents per $100 of SAIF-insured
domestic deposits held as of March 31, 1995. As a result of the Act, the
Company recorded a pre-tax charge of $60.1 million on September 30, 1996. The
portion of the assessment related to deposits sold in Ohio, New York, New
Jersey and Michigan was borne, pursuant to each sales contract, by the
respective purchasers and accordingly, such amounts are not included in the
expense recorded by the Company. Management expects the 1997 SAIF deposit
premiums to decline to 6.48 cents per $100 of SAIF-insured deposits per year
from the prior rate of 23 cents.



                                      F-51

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(32)  COMMITMENTS AND CONTINGENCIES

      In the ordinary course of business, the Company has various commitments
and contingent liabilities that are not reflected in the accompanying
consolidated financial statements. Loan commitments have off-balance sheet
credit risk because only origination fees and accruals for possible losses are
recognized in the consolidated statement of financial condition until the
commitments are fulfilled. Credit risk represents the accounting loss that
would be recognized at the reporting date if counterparties failed to perform
as contracted. The credit risk amounts are equal to the contractual amounts,
assuming the amounts are fully advanced and that collateral or other security
is of no value. The Company does not anticipate any material loss as a result
of these commitments. The Company applies the same credit standards used in the
lending process to extending these commitments, and periodically reassesses the
customers' credit worthiness through ongoing credit reviews.

      The following is a summary of outstanding firm commitments to originate,
purchase and sell loans at December 31, 1996 (in thousands):

           Commitments to originate and purchase loans:
               Fixed-rate                                         $210,400
               Variable-rate                                        77,243

           Forward commitments to sell loans                       707,881

      On September 28, 1994, First Nationwide entered into an agreement with
FNMA pursuant to which FNMA provided credit enhancements for certain
bond-financed real estate projects originated by Old FNB. The agreement
requires that First Nationwide pledge to FNMA collateral in the form of certain
eligible securities which are held by a third party trustee. The collateral
requirement varies based on the balance of the bonds outstanding, losses
incurred (if any), as well as other factors. At December 31, 1996, First
Nationwide had pledged as collateral certain securities available for sale with
a carrying value of $91.6 million.

      At December 31, 1996, mortgage-backed securities available for sale with
a carrying value of $33.4 million were pledged to FNMA associated with the
sales of certain securitized multi-family loans.

      At December 31, 1996, mortgage-backed securities available for sale and
mortgage-backed securities held to maturity of $936.2 million and $1.4 billion,
respectively, were pledged as collateral for various obligations as discussed
in notes 7, 8, 20 and 21.

      At December 31, 1996, loans receivable included approximately $2.3
billion of loans that had the potential to experience negative amortization.

      During the second quarter of 1996, the two issues in dispute with respect
to the Bank's 1994 acquisition of substantially all of the assets and certain
of the liabilities of Old FNB pursuant to the Asset Purchase Agreement were
resolved. First Nationwide prevailed in the arbitration of one of these issues,
and in July 1996, the $24 million previously in dispute, plus interest, was
remitted to the Bank. The parties mutually agreed upon a settlement relating to
the other open issue. There was no material impact on the consolidated
financial statements of the Company as a result of this settlement.

      In addition, First Nationwide is involved in various claims and lawsuits
arising in the ordinary course of business. Management is of the opinion that
the effect, if any, of these claims and lawsuits is not material to the
Company's consolidated financial statements.


                                      F-52

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


(33)    FAIR VALUE OF FINANCIAL INSTRUMENTS

      The following table presents the carrying amounts and fair values of the
Company's financial instruments at December 31, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
                                                                      1996                            1995
                                                     ------------------------------      -----------------------------
                                                         CARRYING         FAIR            CARRYING           FAIR
                                                          VALUE          VALUE             VALUE             VALUE
                                                          -----          -----             -----             -----
<S>                                                  <C>               <C>               <C>             <C>
Financial Assets:
   Cash and cash equivalents                         $    269,869      $    269,869      $    312,571      $    312,571
   Securities available for sale                          542,019           542,019           348,561           348,561
   Securities held to maturity                              4,272             4,287             1,455             1,455
   Mortgage-backed securities available for sale        1,598,652         1,598,652         1,477,514         1,477,514
   Mortgage-backed securities held to maturity          1,621,662         1,653,847         1,524,488         1,567,197
   Loans held for sale                                    825,316           825,316         1,203,412         1,209,302
   Loans receivable, net                               10,222,379        10,438,730         8,831,018         8,971,983
   Covered assets                                              --                --            39,349            39,349
   Investment in FHLB                                     220,962           220,962           109,943           109,943
   Accrued interest receivable                            106,034           106,034           100,604           100,604
Financial Liabilities:
   Deposits                                             8,501,883         8,514,099        10,241,628        10,283,600
   Securities sold under agreements
           to repurchase                                1,583,387         1,585,964           969,510           978,700
   Borrowings:
         Gross                                          5,370,285         5,453,811         2,409,166         2,464,431
         Interest rate swap agreements (1)                 (5,391)          (13,763)          (16,304)          (32,000)
                                                     ------------      ------------      ------------      ------------
             Total borrowings                        $  5,364,894      $  5,440,048      $  2,392,862      $  2,432,431
                                                     ============      ============      ============      ============

Off-balance sheet net unrealized gains (losses):
   Commitments to originate loans                                      $       (503)                       $      1,691
   Forward commitments to sell loans                                          1,022                              (2,757)
   Interest rate floor contracts                                                110                                  --
   Principal-only swap agreements                                               112                                  --
</TABLE>

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

(1)   Designated as a hedge against FHLB advances.

      The carrying amounts in the table are included in the accompanying
consolidated statement of financial position under the indicated captions,
except for off-balance sheet net unrealized gains (losses).

      The following summary presents a description of the methodologies and
assumptions used to estimate the fair value of the Company's financial
instruments. Much of the information used to determine fair value is highly
subjective. When applicable, readily available market information has been
utilized. However, for a significant portion of the Company's financial
instruments, active markets do not exist. Therefore, considerable judgment was
required in estimating fair value for certain items. The subjective factors
include, among other things, the estimated timing and amount of cash flows,
risk characteristics, and interest rates, all of which are subject to changes.

      Cash and cash equivalents: Cash and cash equivalents are valued at their
carrying amounts included in the consolidated statement of financial condition,
which are reasonable estimates of fair value due to the relatively short period
to maturity of the instruments.


                                      F-53

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      Securities and mortgage-backed securities: Securities and mortgage-backed
securities are valued at quoted market prices where available. If quoted market
prices are not available, fair values are based on quoted market prices of
comparable instruments.

      Loans held for sale: Loans held for sale are valued based on quoted
market prices for mortgage-backed securities backed by similar loans.

      Loans receivable, net: Fair values are estimated for loans in groups with
similar financial and risk characteristics. Loans are segregated by type
including residential, multi-family and commercial. Each loan type is further
segmented into fixed and variable interest rate terms and by performing and
non-performing categories in order to estimate fair values.

      For performing residential mortgage loans, fair value is estimated by
discounting contractual cash flows adjusted for prepayment estimates using
discount rates based on secondary market sources. The fair value of performing
commercial and multi-family loans is calculated by discounting scheduled
principal and interest cash flows through the estimated maturity using
estimated market discount rates that reflect the credit and interest rate risk
inherent in the respective loan type.

      Fair value for non-performing loans is based on discounting estimated
cash flows using a rate commensurate with the risk associated with the
estimated cash flows, or underlying collateral values, where appropriate.

      Covered assets: Since the carrying value of Covered Assets is fully
guaranteed by the FSLIC Resolution Fund, fair value of these financial
instruments approximates the carrying value.

      Investment in FHLB: Since no secondary market exists for FHLB stock and
the stock is bought and sold at par by FHLB, fair value of these financial
instruments approximates the carrying value.

      Accrued interest: The carrying amounts of accrued interest approximate
their fair values.

      Deposits: The fair values of demand deposits, passbook accounts, money
market accounts, and other deposits immediately withdrawable, by definition,
approximate carrying values for the respective financial instruments. For fixed
maturity deposits, the fair value was estimated by discounting expected cash
flows by the current offering rates of deposits with similar terms and
maturities.

      Securities sold under agreements to repurchase: The fair value of
securities sold under agreements to repurchase is estimated using a discounted
cash flow analysis based on interest rates currently offered on such repurchase
agreements with similar maturities.

      Borrowings: The fair value of borrowings, other than FHLB advances, is
estimated using discounted cash flow analyses based on current incremental
rates for similar borrowing arrangements. The fair values of FHLB advances are
estimated using a discounted cash flow analysis based on interest rates
currently offered on advances with similar maturities. Fair values of the
Bank's interest rate swap agreements, which effectively hedge certain of the
Bank's FHLB advances, are based on the net present value of the estimated
interest due to the Bank as compared to the estimated interest due to the
counterparties of the agreements.

      Off-balance sheet financial instruments: Fair values of the Bank's
commitments to originate loans is estimated using the fees currently charged to
enter into similar agreements, taking into account the remaining terms of the
agreements and the present creditworthiness of the counterparties. For
fixed-rate commitments, fair value also considers the difference between
current levels of interest rates and the committed rates. Fair values of
forward commitments to sell loans are determined using current estimated
replacement costs. Fair values of the Bank's floors are based on quoted market
prices for comparable floors. To calculate the value of the principal-only
swaps, dealer bids are obtained on the underlying principal-only swaps. The
change in the market price of a principal-only swap from the date of inception
to the termination date is applied to the remaining principal-only swap.


                                      F-54

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(34)  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

      The following table presents selected quarterly financial data for the
years ended December 31, 1996 and 1995 (in thousands) (unaudited):
<TABLE>
<CAPTION>

                                                                                     QUARTER ENDED
                                                   ---------------------------------------------------------------------------------
                                                   DECEMBER 31,     SEPTEMBER 30,      JUNE 30,         MARCH 31,
                                                        1996             1996            1996             1996          TOTAL 1996
                                                        ----             ----            ----             ----          ----------
<S>                                                <C>               <C>             <C>              <C>               <C>
Total interest income                               $   299,386      $   308,137      $   318,100      $   308,176      $ 1,233,799
Total interest expense                                 (208,515)        (219,453)        (220,205)        (200,121)        (848,294)
                                                    -----------      -----------      -----------      -----------      -----------
  Net interest income                                    90,871           88,684           97,895          108,055          385,505
Provision for loan losses                                (9,900)          (9,900)          (9,900)          (9,900)         (39,600)
  Net interest income after
    provision for loan losses                            80,971           78,784           87,995           98,155          345,905
Total noninterest income
    (see notes 2 and 5)                                  57,917           75,870          154,652          364,939          653,378
Total noninterest expense (see note 31)                (112,090)        (157,443)        (103,982)        (118,221)        (491,736)
                                                    -----------      -----------      -----------      -----------      -----------
  Income before income
    taxes, extraordinary item
    and minority interest                                26,798           (2,789)         138,665          344,873          507,547
Income taxes (see note 28)                               (5,641)            (527)         110,978          (29,003)          75,807
                                                    -----------      -----------      -----------      -----------      -----------
  Income before extraordinary
     item and minority interest                          21,157           (3,316)         249,643          315,870          583,354
Extraordinary item                                           --           (1,586)              --               --           (1,586)
                                                    -----------      -----------      -----------      -----------      -----------
  Income before minority interest                        21,157           (4,902)         249,643          315,870          581,768
Minority interest - Bank preferred
  stock dividends                                       (17,292)          (8,646)          (8,646)          (8,646)         (43,230)
Minority interest - Hunter's Glen                         4,451             (156)         (49,964)         (67,477)        (113,146)
Minority interest - FN Holdings
  preferred stock dividends                              (4,815)              --               --               --           (4,815)
                                                    -----------      -----------      -----------      -----------      -----------
  Net income available to
    common stockholder                              $     3,501      $   (13,704)     $   191,033      $   239,747      $   420,577
                                                    ===========      ===========      ===========      ===========      ===========

<CAPTION>

                                                                                     QUARTER ENDED
                                                   ---------------------------------------------------------------------------------

                                                     DECEMBER 31,    SEPTEMBER 30,      JUNE 30,       MARCH 31,
                                                         1995            1995            1995            1995          TOTAL 1995
                                                         ----            ----            ----            ----          ----------

<S>                                                <C>               <C>             <C>              <C>               <C>
Total interest income                               $   277,679      $   270,583      $   268,127      $   259,456      $ 1,075,845
Total interest expense                                 (185,619)        (184,751)        (185,237)        (179,208)        (734,815)
                                                    -----------      -----------      -----------      -----------      -----------
   Net interest income                                   92,060           85,832           82,890           80,248          341,030
Provision for loan losses                               (19,000)          (6,000)          (5,799)          (6,201)         (37,000)
                                                    -----------      -----------      -----------      -----------      -----------
   Net interest income after
     provision for loan losses                           73,060           79,832           77,091           74,047          304,030
Total noninterest income                                 45,717           35,636           38,595           31,025          150,973
Total noninterest expense                               (82,725)         (76,973)         (92,520)         (80,335)        (332,553)
                                                    -----------      -----------      -----------      -----------      -----------
   Income before income
     taxes, extraordinary item
     and minority interest                               36,052           38,495           23,166           24,737          122,450
Income taxes (see note 28)                               64,614           (4,005)          (2,743)            (681)          57,185
                                                    -----------      -----------      -----------      -----------      -----------
   Income before extraordinary
     item and minority interest                         100,666           34,490           20,423           24,056          179,635
Extraordinary item                                           --               --               --            1,967            1,967
                                                    -----------      -----------      -----------      -----------      -----------
   Income before minority interest                      100,666           34,490           20,423           26,023          181,602
Minority interest - Bank preferred
  stock dividends                                        (8,646)          (8,646)          (8,646)          (8,646)         (34,584)
Minority interest - Hunders Glen                        (17,335)          (4,016)          (1,089)          (2,114)         (24,554)
                                                    -----------      -----------      -----------      -----------      -----------
   Net income available to
     common stockholder                             $    74,685      $    21,828      $    10,688      $    15,263      $   122,464
                                                    ===========      ===========      ===========      ===========      ===========

</TABLE>


                                      F-55


<PAGE>

(35)  CONDENSED PARENT COMPANY FINANCIAL INFORMATION

      The following represents condensed statements of financial condition of
the Company (parent company only) at December 31, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>

                                                                                                       1996                  1995
                                                                                                       ----                  ----
<S>                                                                                                 <C>                   <C>
 ASSETS
   Cash and cash equivalents                                                                        $      --              $      --
   Investment in FN Holdings Inc.                                                                     919,217                462,416
   Other assets and deferred charges                                                                   19,068                     --
                                                                                                    ---------              ---------
     Total assets                                                                                   $ 938,285              $ 462,416
                                                                                                    =========              =========

LIABILITIES, MINORITY INTEREST AND STOCKHOLDER'S EQUITY
   Senior notes                                                                                     $ 455,000              $      --
   Discount on senior notes                                                                            (4,651)                    --
   Accrued interest payable                                                                            11,849                     --
                                                                                                    ---------              ---------
     Total liabilities                                                                                462,198                     --
   Minority interest - FN Holdings preferred stock                                                    150,792                     --
   Minority interest - Hunter's Glen                                                                  153,684                 58,261
   Total stockholder's equity                                                                         171,611                404,155
                                                                                                    ---------              ---------
     Total liabilities, minority interest and stockholder's equity                                  $ 938,285              $ 462,416
                                                                                                    =========              =========
</TABLE>

      The following represents parent company only condensed statements of
operations for the years ended December 31, 1996, 1995 and 1994 (in thousands):
<TABLE>
<CAPTION>

                                                                                   1996                 1995                 1994
                                                                                   ----                 ----                 ----
<S>                                                                             <C>                   <C>                 <C>
Interest income                                                                 $      --             $      --            $      --
Dividends received from FN Holdings                                                57,902                29,185                   --
                                                                                ---------             ---------            ---------
                                                                                   57,902                29,185                   --
Interest expense                                                                   40,494                    --                   --
Noninterest expense                                                                 1,167                    --                   --
                                                                                ---------             ---------            ---------
                                                                                   41,661                    --                   --
Income before equity in undistributed
   net income of FN Holdings                                                       16,241                29,185                   --
Equity in undistributed net income of FN Holdings                                 519,621               117,833               30,746
                                                                                ---------             ---------            ---------
Income before income taxes and minority interest                                  535,862               147,018               30,746
Income tax benefit                                                                 (2,676)                   --                   --
                                                                                ---------             ---------            ---------
Income before minority interest                                                   538,538               147,018               30,746
Minority interest - Hunter's Glen                                                 113,146                24,554                4,259
Minority interest - FN Holdings
   preferred stock dividends                                                        4,815                    --                   --
                                                                                ---------             ---------            ---------
       Net income available to common stockholder                               $ 420,577             $ 122,464            $  26,487
                                                                                =========             =========            =========

</TABLE>

                                      F-56

<PAGE>


            FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

      The following represents parent company only statements of cash flows for
the years ended December 31, 1996, 1995 and 1994 (in thousands):
<TABLE>
<CAPTION>

                                                                                       1996               1995              1994
                                                                                       ----               ----              ----
<S>                                                                              <C>                  <C>                <C>
Cash flows from operating activities:
    Net income                                                                    $ 420,577           $ 122,464           $  26,487
    Adjustments to reconcile net income to net cash
    provided by operating activities:
      Amortization of discount on Parent Senior Notes                                   523                  --                  --
      Amortization of deferred issuance costs                                         1,167                  --                  --
      (Increase) decrease other assets and deferred charges                          (4,495)                 --                  --
      Increase in accrued interest payable                                           11,849                  --                  --
      Minority interest - FN Holdings preferred stock                                 4,815                  --                  --
      Minority interest - Hunter's Glen                                             113,146              24,554               4,259
      Equity in undistributed net income of FN Holdings                            (519,621)           (117,833)            (30,746)
                                                                                  ---------           ---------           ---------
        Net cash provided by operating
          activities                                                                 27,961              29,185                  --

Cash flows provided by investing activities:
    Acquisition of FN Holdings' class C common stock                                     --                  --            (210,376)
    Redemption of FN Holdings' class C common stock                                 124,670              60,801                  --
                                                                                  ---------           ---------           ---------
      Net cash (used in) provided by investing activities                           124,670              60,801            (210,376)
                                                                                  ---------           ---------           ---------

Cash flows provided by financing activities:
    Proceeds from issuance of Senior Sub Notes                                      434,083                  --                  --
    Capital contribution                                                              1,819                  --             210,376
    Capital distribution                                                           (434,083)                 --                  --
    Dividends                                                                      (154,450)            (89,986)                 --
                                                                                  ---------           ---------           ---------
      Net cash (used in) provided by financing
        activities                                                                 (152,631)            (89,986)            210,376
                                                                                  ---------           ---------           ---------

    Net change in cash and cash equivalents                                              --                  --                  --
    Cash and cash equivalents at beginning of year                                       --                  --                  --
                                                                                  ---------           ---------           ---------
    Cash and cash equivalents at end of year                                      $      --           $      --           $      --
                                                                                  =========           =========           =========

</TABLE>

      Noncash investing and financing activities:

      During 1996, Parent Holdings received a $46.8 million loan receivable
from FN Holdings in exchange for the redemption of and dividends on FN
Holdings' class C common stock in amounts totalling $44.8 million and $2
million, respectively. Parent Holdings distributed such loan receivable in the
form of a dividend to an affiliate.




                                      F-57


<PAGE>
                         INDEPENDENT AUDITORS' REPORT

The Board of Directors
California Federal Bank, A Federal Savings Bank

      We have audited the accompanying consolidated statements of financial
condition of California Federal Bank, A Federal Savings Bank and subsidiaries
("California Federal") as of December 31, 1996 and 1995, and the related
consolidated statements of operations, changes in shareholder's equity and
cash flows for each of the years in the three-year period ended December 31,
1996. These consolidated financial statements are the responsibility of
California Federal's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

      In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of California
Federal Bank, A Federal Savings Bank and subsidiaries as of December 31, 1996
and 1995, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 1996 in conformity with
generally accepted accounting principles.

      As discussed in Note 1 of the notes to the consolidated financial
statements, California Federal adopted the provisions of the Financial
Accounting Standards Board's Statements of Financial Accounting Standards No.
72, Accounting for Certain Acquisitions of Banking or Thrift Institutions, in
1994.

                                       KPMG Peat Marwick LLP

Los Angeles, California
February 21, 1997


                                     F-50

<PAGE>



       CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                             (DOLLARS IN MILLIONS)

                                    ASSETS

<TABLE>
<CAPTION>

                                                                                                      December 31,
                                                                                         ------------------------------------
                                                                                                1996                1995
                                                                                                ----                ----
<S>                                                                                      <C>                <C> 
Cash................................................................................          $    242.1          $   273.7
Short-term liquid investments.......................................................                69.0               74.1
Securities purchased under agreements to resell.....................................             1,310.1            1,674.6
Securities available for sale.......................................................                 6.0              200.3
Securities held to maturity (market value: $1,942.3 in 1996
  and $2,361.3 in 1995).............................................................             1,963.9            2,366.7
Loans receivable held for sale (market value: $8.7 in 1996
  and $13.8 in 1995)................................................................                 8.7               13.6
Loans receivable held for investment................................................            10,099.4            9,290.0
Federal Home Loan Bank stock........................................................               166.8              135.7
Interest receivable.................................................................                74.0               79.5
Premises and equipment..............................................................                58.9               71.2
Real estate held for sale...........................................................                12.9               49.5
Prepaid expenses and other assets...................................................                86.6               91.7
                                                                                             -----------        -----------
          Total Assets..............................................................           $14,098.4          $14,320.6
                                                                                               =========          =========

                                           LIABILITIES AND SHAREHOLDER'S EQUITY

Deposits............................................................................           $ 8,918.7           $9,476.7
Advances from Federal Home Loan Banks...............................................             3,111.0            2,671.0
Securities sold under agreements to repurchase......................................               978.4              857.3
Student Loan Marketing Association advances.........................................                 --               200.0
Subordinated debentures.............................................................                57.0               57.6
Other borrowings ...................................................................                 0.3                0.5
Interest payable....................................................................                21.7               29.4
Other liabilities...................................................................               146.4              140.6
                                                                                            ------------        -----------
          Total Liabilities.........................................................           $13,233.5          $13,433.1
                                                                                               ---------          ---------
Shareholder's equity
  Preferred stock, Series A.........................................................                 --                93.5
  Preferred stock, Series B.........................................................               172.5              172.5
  Common stock......................................................................                  *                49.2
  Additional paid-in capital........................................................               922.8              838.6
  Retained earnings (deficit).......................................................              (230.4)            (266.3)
                                                                                            ------------        -----------
          Total Shareholder's Equity................................................               864.9              887.5
                                                                                            ------------       ------------
          Total Liabilities and Shareholder's Equity................................           $14,098.4         $14,320.6
                                                                                               =========         =========

</TABLE>

          See accompanying notes to consolidated financial statements.

----------
* Common stock value at par is $100.

                                     F-51

<PAGE>



       CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                             (DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                           Year Ended December 31,
                                                                                -----------------------------------------------
                                                                                   1996               1995               1994
                                                                                   ----               ----               ----
<S>                                                                            <C>                <C>                <C>  
Interest income:
  Loans receivable............................................................ $   763.4          $   706.9          $   630.4
  Securities held to maturity.................................................     143.7              170.3              135.5
  Securities purchased under agreements to resell.............................      91.7               68.5               44.0
  Securities available for sale...............................................      11.8               49.4               75.2
  Short-term liquid investments...............................................       4.7               12.9               23.0
                                                                               ---------          ---------          ---------
          Total interest income...............................................   1,015.3            1,008.0              908.1
                                                                               ---------          ---------          ---------
Interest expense:
  Deposits....................................................................     430.7              441.6              390.8
  Borrowings..................................................................     237.1              254.5              175.7
                                                                               ---------          ---------          ---------
          Total interest expense..............................................     667.8              696.1              566.5
                                                                               ---------          ---------          ---------
          Net interest income.................................................     347.5              311.9              341.6
Provision for loan losses.....................................................      41.3               31.8               74.9
                                                                               ---------          ---------          ---------
          Net interest income after provision for loan losses.................     306.2              280.1              266.7
Other income:
  Fee income..................................................................      60.0               54.5               62.4
  (Loss) gain on sales of loans...............................................       0.7               (0.3)               0.5
  Gain on sales of securities.................................................       1.1                6.9                0.2
  Gain on sale of Southeast Division..........................................       --                 --               135.0
  Other.......................................................................      58.2                2.4                3.1
                                                                               ---------          ---------          ---------
          Total other income..................................................     120.0               63.5              201.2
                                                                               ---------          ---------          ---------
Other expenses:
  Compensation................................................................     113.5               97.1              118.7
  Office occupancy............................................................      37.2               39.4               47.3
  Other general and administrative............................................      85.0               79.4               89.2
  Federal deposit insurance premiums and special assessments..................      22.0               26.0               35.1
                                                                               ---------          ---------          ---------
          Total general and administrative expenses...........................     257.7              241.9              290.3
 Savings Association Insurance Fund special assessment ......................      58.1                --                 --
  Operations of real estate held for sale.....................................       8.5                8.0               45.9
  Loss on assets held for accelerated disposition.............................       --                 --               274.8
                                                                               ---------          ---------          ---------
          Total other expenses................................................     324.3              249.9              611.0
                                                                               ---------          ---------          ---------
Earnings (loss) before income tax expense (benefit) and cumulative
  effect of change in accounting for goodwill.................................     101.9               93.7             (143.1)
Income tax expense (benefit)..................................................     (14.5)               0.1                6.3
                                                                               ---------          ---------          ---------
Earnings (loss) before cumulative effect of change in accounting for goodwill.     116.4               93.6             (149.4)
Cumulative effect of change in accounting for goodwill........................       --                 --              (273.7)
                                                                               ---------          ---------          ---------
          Net earnings (loss).................................................  $  116.4            $  93.6            $(423.1)
Preferred dividends...........................................................      23.4               25.6               16.9
                                                                               ---------          ---------          ---------
Earnings (loss) available for common shareholder.............................. $    93.0            $  68.0            $(440.0)
                                                                               =========          =========          =========
</TABLE>


         See accompanying notes to consolidated financial statements.


                                     F-52

<PAGE>


       CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

                 (Dollars in Millions, Except per Share Data)

<TABLE>
<CAPTION>
                                                                                       Year Ended December 31,
                                                                           --------------------------------------------------
                                                                              1996              1995               1994
                                                                              ----              ----               ----
<S>                                                                        <C>              <C>                <C>
Preferred stock:
  Balance at beginning of year...........................................    $266.0            $266.0             $ 93.5
     Issuance of preferred stock, series B...............................       --                --               172.5
     Redemption of preferred stock, series A.............................     (93.5)              --                 --
                                                                           --------          --------            --------
  Balance at end of year.................................................     172.5             266.0              266.0
                                                                           --------          --------            --------

Common stock:
  Balance at beginning of year...........................................      49.2              49.2               25.0
     Issuance of shares of common stock..................................       --                --                21.6
     Exercise of common stock warrants...................................       --                --                 2.6
     Capitalization of Cal Fed Bancorp Inc...............................     (49.2)              --                 --
                                                                           --------          --------            --------
  Balance at end of year.................................................       --               49.2               49.2
                                                                           ========          ========            ========

Additional paid-in capital:
  Balance at beginning of year...........................................     838.6             836.6              658.2
     Issuance cost of preferred stock, Series B..........................       --                --                (8.3)
     Issuance of shares of common stock..................................       --                --               161.7
     Exercise of common stock warrants...................................       --                --                20.7
     Long-term incentive stock options...................................       --                2.0                4.3
     Capitalization of Cal Fed Bancorp Inc. .............................      27.1               --                 --
     Distribution of secondary participation interests to parent.........      57.1               --                 --
                                                                           --------          --------            --------
  Balance at end of year.................................................     922.8             838.6              836.6
                                                                           ========          ========            ========

Net unrealized holding (losses) gains on securities available
  for sale:
  Balance at beginning of year...........................................       --              (19.2)               8.3
     Net unrealized holding gains (losses)...............................       --               19.2              (27.5)
                                                                           --------          --------            --------
  Balance at end of year.................................................       --                --               (19.2)
                                                                           ========          ========            ========

Retained earnings (deficit):
  Balance at beginning of year...........................................    (266.3)           (334.3)             105.7
     Dividends on preferred stock, Series A  ($1.35 per share in 1996,
       $1.94 in 1995 and $1.94 per share in 1994)........................      (5.0)             (7.2)              (7.2)
     Dividends on preferred stock, Series B ($10.625 per share in 1996,
       $10.625 per share in 1995 and $5.61 per share in 1994)............     (18.4)            (18.4)              (9.7)
     Dividend in-kind to parent .........................................     (57.1)              --                 --
     Net earnings (loss).................................................     116.4              93.6             (423.1)
                                                                           --------          --------            --------
  Balance at end of year.................................................    (230.4)           (266.3)            (334.3)
                                                                           --------          --------            --------
Total Shareholder's Equity...............................................    $864.9            $887.5             $798.3
                                                                           ========          ========            ========
</TABLE>

         See accompanying notes to consolidated financial statements.


                                     F-53

<PAGE>

       CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                             (Dollars in Millions)

<TABLE>
<CAPTION>
                                                                                            For the Year Ended December 31,
                                                                                      ------------------------------------------
                                                                                          1996          1995           1994
<S>                                                                                    <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) ...............................................................    $    116.4    $     93.6    $   (423.1)
Adjustments to reconcile net earnings (loss) to net cash provided by 
 operating activities:
  Loss on assets held for accelerated disposition .................................        --            --             274.8
  Cumulative effect of change in accounting principle .............................        --            --             273.7
  Depreciation and amortization ...................................................          14.2          13.0          14.8
  Accretion of fees and discounts .................................................        --             (13.5)        (37.3)
  Provision for losses on loans receivable ........................................          41.3          31.8          74.9
  Provision (recovery) for losses on real estate held for sale ....................           5.0          (7.4)         79.7
  (Gain) loss on sales of loans ...................................................          (0.7)          0.3          (0.5)
  Loans originated for sale .......................................................        (230.8)       (117.2)       (115.8)
  Gain on sales of securities .....................................................          (2.3)         (6.9)         (0.2)
  Proceeds from sales of loans receivable held for sale ...........................         281.1         183.2       1,099.4
  Decrease in other assets ........................................................          10.6          39.0           7.3
  (Decrease) increase in other liabilities ........................................          (1.9)        (34.4)         17.0
  Other items .....................................................................           7.3         (11.1)        (20.5)
                                                                                       ----------    ----------     ---------
        Net cash provided by operating activities ................................         240.2         170.4       1,244.2
CASH FLOWS FROM INVESTING ACTIVITIES:
  Loans originated for investment .................................................      (2,369.2)     (2,128.9)     (2,503.5)
  Purchases of securities available for sale ......................................        (221.0)       (202.9)     (1,519.2)
  Proceeds from sales of securities available for sale ............................         261.6         976.3         670.4
  Net (purchases) maturities of securities held to maturity .......................        --             (54.2)          0.4
  Principal collected on loans receivable held for investment .....................       1,399.7       1,152.1       1,406.9
  Principal collected on securities held to maturity ..............................         401.8         435.8         533.5
  Proceeds from maturities of securities ..........................................         156.0         808.8           1.0
  Net increase in FHLB stock ......................................................         (31.1)         (1.6)        (12.6)
  Proceeds from sales of real estate held for sale, net ...........................         126.2         136.8         398.2
  Net (additions) dispositions of premises and equipment ..........................          (1.6)         (2.8)          8.3
  Net increase (decrease) in short-term liquid investments ........................           5.1         259.7         (27.0)
  Net increase (decrease) in securities purchased under agreements to resell ......         364.5      (1,626.4)        (18.0)
                                                                                       ----------    ----------     ---------
         Net cash used (provided) by investing activities .........................          92.0        (247.3)     (1,061.6)
CASH FLOWS FROM FINANCING ACTIVITIES:
  (Decrease) increase in deposits .................................................        (558.0)      1,115.8      (4,239.9)
  Proceeds from Federal Home Loan Bank advances ...................................       2,030.0       3,135.0       1,710.0
  Payments on Federal Home Loan Bank advances .....................................      (1,590.0)     (2,990.0)       (200.0)
  Net decrease (increase) in reverse repurchase agreements ........................         121.1        (893.7)      1,501.2
  Proceeds from other borrowings ..................................................           0.4           3.0         202.0
  Payments on other borrowings and subordinated debentures ........................        (201.2)       (286.7)        (41.4)
  (Payments) proceeds from the (redemption) issuance of common stock ..............         (49.2)       --             210.9
  (Payments) proceeds from the (redemption) issuance of preferred stock ...........         (93.5)       --             164.2
  Payment of dividends on preferred stocks ........................................         (23.4)        (25.6)        (16.9)
                                                                                       ----------    ----------     ---------
         Net cash (provided) used by financing activities .........................        (363.8)         57.8        (709.9)
                                                                                       ----------    ----------     ---------
Net decrease in cash ..............................................................         (31.6)        (19.1)       (527.3)
Cash at beginning of period .......................................................         273.7         292.8         820.1
                                                                                       ----------    ----------     ---------
Cash at end of period .............................................................    $    242.1    $    273.7     $   292.8
                                                                                       ==========    ==========     =========

</TABLE>

         See accompanying notes to consolidated financial statements.

                                     F-54


<PAGE>



       CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

      The consolidated financial statements include the accounts of California
Federal Bank, A Federal Savings Bank and its subsidiaries ("California
Federal"). California Federal maintains 119 full service branches in
California and Nevada and is one of the largest savings associations in the
United States. California Federal offers a broad range of consumer financial
services including demand and term deposits and mortgage and consumer loans.
Subsidiaries of California Federal sell insurance and investment products to
California Federal's customers, and have previously engaged in the real estate
investment and development and trust business. California Federal's deposit
gathering and loan production operations are concentrated in California,
particularly in Southern California.

      It is California Federal's policy to consolidate all majority-owned
subsidiaries. All significant intercompany balances and transactions have been
eliminated in consolidation. Certain reclassifications have been made to the
1995 and 1994 data in order to conform to the current presentation. The
preparation of California Federal's financial statements, in conformity with
generally accepted accounting principles, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported operations of California Federal for
the periods presented. Actual results may differ from those estimates
calculated by California Federal.

      On January 3, 1997, Cal Fed Bancorp Inc. ("Bancorp"), the parent and
sole shareholder of California Federal, was acquired by First Nationwide
Holdings Inc. ("Holdings"). The consolidated financial statements do not
reflect any purchase accounting adjustments from the acquisition.

      During 1995, California Federal obtained regulatory and shareholder
approval to reorganize into a holding company structure, which provided
greater flexibility for meeting future financial and competitive needs. In
December 1995, California Federal contributed approximately $22 million in
capital to Bancorp as part of the reorganization into a holding company
structure. As a result of the reorganization, on January 1, 1996, each share
of California Federal's common stock was converted into one share of Bancorp
common stock. Consequently, California Federal became a wholly-owned
subsidiary of Bancorp. California Federal's other securities remain
outstanding securities of California Federal.

   SHORT-TERM LIQUID INVESTMENTS

      California Federal's short-term liquid investments consist of federal
funds sold and certificates of deposit. These investments generally mature
within 60 days. California Federal invests in these assets as a means to
maximize its return on short-term funds that it holds for liquidity purposes.

   SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

      California Federal invests in securities purchased under agreements to
resell ("repurchase agreements") to maximize the yield on its liquid assets.
California Federal obtains collateral for these agreements, which normally
consists of U.S. treasury securities or mortgage-backed securities ("MBS")
guaranteed by agencies of the U.S. government. The collateral is held in the
custody of a trustee, who is not a party to the transaction. The duration of
these agreements is typically less than 30 days. California Federal deals only
with nationally recognized investment banking firms as the counterparties to
these agreements. California Federal's investment in repurchase agreements
solely consisted of securities purchased under agreements to resell identical
securities.


                                     F-55

<PAGE>



   INVESTMENTS IN SECURITIES

      California Federal's investment in securities principally consists of
U.S. treasury securities and mortgage-backed securities. California Federal
has created MBS when it exchanges pools of loans for mortgage-backed
securities ("securitized loans"). In accordance with Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities ("SFAS No. 115"), California Federal classifies its
investment in securities as held to maturity securities, trading securities
and available for sale securities as applicable. California Federal did not
hold any trading securities at December 31, 1996 or 1995.

   Available for Sale Securities

      California Federal has classified certain securities as "available for
sale." California Federal classifies securities as available for sale based
upon a determination that such securities may be sold at a future date or if
there are foreseeable circumstances under which California Federal would sell
such securities.

      Securities designated as available for sale are recorded at market
value. Changes in the market value of debt securities held for sale are
included in Shareholder's Equity as unrealized holding gains or losses net of
the related tax effect, if any. Unrealized losses, on available for sale
securities reflecting a decline in value judged to be other than temporary,
are charged to income in the Consolidated Statements of Operations. Realized
gains or losses on available for sale securities are computed on a specific
identification basis.

   Securities Held to Maturity

      California Federal has classified certain securities as "held to
maturity." Securities are designated as held to maturity if California Federal
has the positive intent and the ability to hold the securities to maturity.
Held to maturity securities are carried at amortized cost, adjusted for the
amortization of any related premiums or the accretion of any related discounts
into interest income using a methodology which approximates a level yield of
interest over the estimated remaining period until maturity. Unrealized losses
on held to maturity securities, reflecting a decline in value, judged by
California Federal to be other than temporary, are charged to income and
reported under the caption "Gain (loss) on Sale of Securities" in the
Consolidated Statements of Operations.

   LOANS RECEIVABLE

      California Federal's principal interest-earning asset is loans
receivable. California Federal primarily originates loans secured by
residential property of four units or less ("residential 1-4 loans"). Prior to
1993, California Federal was active in the origination of loans secured by
residential properties of five or more units ("multifamily loans") and loans
secured by office buildings, shopping centers, industrial buildings,
warehouses, marinas and hotels ("commercial real estate loans"). California
Federal currently limits its originations of multifamily and commercial real
estate loans to finance the sale of real estate. Prior to 1993, California
Federal was active in the origination of loans secured by vehicles, mobile
homes, boats and unsecured personal loans ("consumer loans"). Since 1993,
California Federal has ceased originating consumer loans for its own
portfolio. However, California Federal does originate consumer loans for other
financial institutions for a fee. California Federal segregates its loan
portfolio into loans held for sale and loans held for investment. California
Federal normally designates a loan as held for sale at the time of
origination. California Federal's portfolio of residential 1-4 loans,
multi-family loans and commercial real estate loans is primarily secured by
property located in California. California Federal continues to focus its
origination efforts in California, particularly in Southern California.
California Federal's ability to originate loans is affected by economic
conditions, competition and the market for real estate in California.
Likewise, the ability of California Federal's borrowers to honor their
contractual loan obligations to California Federal is also affected by the
strength of the California economy and particularly the availability of
employment and the pricing for residential housing. Should the California
economy, the market for real estate, and/or the availability of employment
experience a significant downturn over the near term, California Federal may
experience a reduction in the level of loan originations and/or an increase in
loan losses.


                                     F-56

<PAGE>



     Loans Receivable Held for Sale

      California Federal has designated certain of its loans receivable as
"held for sale." In determining the level of loans held for sale, California
Federal considers whether such loans would be sold in response to liquidity
needs, asset/liability management requirements, regulatory capital needs and
other factors. California Federal's current policy is to designate
substantially all originations of fixed-rate residential 1-4 loans that
conform to the underwriting criteria of Fannie Mae ("FNMA"), formerly known as
the Federal National Mortgage Association or Freddie Mac ("FHLMC"), formerly
known as the Federal Home Loan Mortgage Corporation, as held for sale.

      Loans held for sale are recorded at the lower of cost or market value.
Unrealized losses are recorded as a reduction in earnings and are included
under the caption "Gain (loss) on sale of loans" in the Consolidated
Statements of Operations. Realized gains and losses from the sale of loans
receivable are computed under the specific identification method.

     Gains and Losses from the Sale of Loans

      California Federal sells whole loans and participations in mortgage
loans to institutional and private investors. Gains and losses resulting from
the sales of loans are determined on the specific identification method and
reflect the extent that the sales proceeds exceed or are less than California
Federal's investment in the loans (which includes adjusting the unpaid
principal balance of the loans for unearned discounts, premiums and deferred
fees and costs at the time of sale). In some cases, California Federal sells
loans and continues to service such loans for the investor. In these cases,
California Federal recognizes a gain or loss on the loan sale measured by the
present value of the difference between the yield on the loans and the yield
to be paid to the buyer, reduced by the normal servicing fees, over the
estimated remaining lives of those loans using market prepayment, default and
discount rate assumptions. If loans are sold with recourse, the estimated
liability under the recourse provisions is provided for in the computation of
the gain or loss. The resulting deferred discount or premium ("excess
servicing") is amortized as an addition to or deduction from income using the
interest method, adjusted for actual prepayments. California Federal
periodically reviews the remaining premium to ensure that it does not exceed
the present value of the estimated excess servicing fees, using current
estimates of market prepayments and default. In the event that actual
prepayments exceed the assumptions used in determining the gain or loss, the
deferred premium is adjusted to reflect current prepayment projections by a
charge to operations. To the extent sales of loans involve the sale of part of
a loan or a pool of loans with disproportionate credit and prepayment risks,
the cost basis is allocated based upon the relative fair market value of the
portion sold and the portion retained on the date such loans were acquired or,
if that is not determinable, the date of sale. The amount of excess servicing
recorded by California Federal was $4.8 million and $3.9 million at December
31, 1996 and 1995, respectively. Such amounts were included in "Prepaid
expenses and other assets" on the Consolidated Statements of Financial
Condition.

     Loan Servicing

      California Federal services its loan portfolio and real estate and
consumer loans which are owned by independent investors. Loans serviced by
California Federal for others are primarily the result of California Federal
selling loans while retaining the servicing of such loans. Loans which are
serviced for other parties are not included with loans receivable or any other
asset in the accompanying consolidated financial statements. Fees earned for
servicing loans for others are reported as income when the related loan
payments are collected. Loan servicing costs are charged to expense as
incurred.

     Loans Receivable Held for Investment

      California Federal's loan portfolio is comprised of residential 1-4
loans, loans secured by income producing real estate ("income property loans")
and consumer loans. Since 1993, California Federal has not actively engaged in
originating income property loans, except to finance the sale of California
Federal's real estate.

      Loans receivable are generally recorded at the contractual amounts owed
by borrowers, less deferrals, unearned interest, the allowance for loan
losses, undisbursed funds and purchase premiums and discounts. Interest on
loans is credited to income as earned, to the extent deemed collectible.
Discounts on loans purchased and unearned interest on

                                     F-57

<PAGE>



consumer loans is accreted into interest income using the interest method over
the contractual lives of the loans, adjusted for actual prepayments.

     Loan Origination Fees and Costs

      Loan origination fees and certain direct loan origination costs are
deferred and recognized over the lives of the related loans as an adjustment
of loan yield using the interest method. When a loan is paid off or sold, any
unamortized net deferred fee balance is credited to income. Commitment fees
received in connection with the purchase of loans are deferred and recognized
over the life of the resulting loans as an adjustment of yield, or if the
commitment expires unexercised, credited to income upon expiration of the
commitment. Any costs in connection with the purchase of loans are expensed as
incurred.

     Impaired and Non-Performing Loans

      In May 1993, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 114, Accounting by
Creditors for Impairment of a Loan ("SFAS 114"). A loan is impaired when it is
"probable" that a creditor will be unable to collect all amounts due (i.e.,
both principal and interest) according to the contractual terms of the loan
agreement. SFAS 114 excludes among other items, large groups of
smaller-balance homogenous loans that are collectively evaluated for
impairment. California Federal adopted SFAS 114 as of January 1, 1995.
California Federal has defined residential 1-4 loans, consumer loans,
multifamily loans with an outstanding balance of less than $750,000 and
commercial real estate loans with an outstanding balance of less than $500,000
as homogenous loans. All homogenous loans that are 90 days or more delinquent
or are in foreclosure are automatically placed on non-performing status.
Additionally, homogenous loans that have had a modification of terms are
individually reviewed to determine if they meet the definition of a troubled
debt restructuring. The measurement of impairment may be based on (i) the
present value of the expected future cash flows of the impaired loan
discounted at the loan's original effective interest rate, (ii) the observable
market price of the impaired loan, or (iii) the fair value of the collateral
of a collateral-dependent loan. The amount by which the recorded investment of
the loan exceeds the measure of the impaired loan is recognized by recording a
valuation allowance with a corresponding charge to the provision for losses.
For all loans secured by real estate, California Federal measures impairment
and establishes specific valuation allowances by utilizing the fair value of
the property collateralizing the loan.

      All loans designated by California Federal as "impaired" are either
placed on non-accrual status or are designated as restructured and are
included with those loans reported as non-performing. California Federal's
non-performing loans consist of loans on which California Federal has ceased
the accrual of interest ("non-accrual loans") and loans on which various
concessions have been made with respect to the interest rate or other terms
due to the inability of the borrower to service the obligation under the
original terms of the agreement ("restructured loans"). It is California
Federal's policy to place a loan on non-accrual status in the event that the
borrower is 90 days or more delinquent or earlier if the timely collection of
interest and/or principal appears doubtful. When a loan is determined to be
impaired and/or placed on non-accrual status, the accrued and unpaid interest
receivable is reversed. All cash subsequently collected on non-accrual loans
is used to reduce the recorded investment in the loan until the loan is
returned to performing status. California Federal's policy allows loans that
are contractually performing to be designated as impaired and to be placed on
non-accrual status if the future collection of interest and or principal
appears doubtful or the risk of default is probable.

     Allowance for Loan Losses

      California Federal has established valuation allowances for estimated
losses on specific loans ("specific valuation allowances") and for the
inherent risk in the loan portfolio which has yet to be specifically
identified ("general valuation allowances").

      California Federal maintains a loan monitoring system which provides a
means for the timely identification of impaired and potential problem loans
and to permit the evaluation of the adequacy of the allowances for losses.
California Federal's loan monitoring system has established specific policies
relating to its residential 1-4, income property, commercial banking and
consumer loan portfolios. Additionally, California Federal is required by
various regulatory agencies to monitor and classify its assets as Pass,
Special Mention, Substandard, Doubtful and Loss. California Federal's
monitoring system further disaggregates loans that are determined to be Pass
into four separate

                                     F-58

<PAGE>



grades. Additionally, California Federal places loans on a watchlist if they
exhibit certain credit characteristics. These characteristics include dollar
size, tenant concentration and the timing of maturity.

      California Federal's residential 1-4 loans and consumer loans are
relatively homogenous and no single residential 1-4 or consumer loan possesses
the potential for significant risk of loss. Therefore, California Federal
normally evaluates the risk of loss on these loans by analyzing their loss
experience, performance, default rates and other indicators of risk for the
portfolios as a whole. California Federal stratifies its income property loan
portfolio by size and by type and treats performing multi-family loans with
outstanding principal balances less than $750,000 and commercial real estate
loans with balances less than $500,000 as homogenous portfolios. Income
property loans that are below the homogenous threshold are evaluated for
impairment based upon their payment status and on a pool basis. For income
property loans exceeding the homogenous threshold, California Federal conducts
a periodic review of each loan in order to test each loan for impairment. The
frequency and type of review is dependent upon the inherent risk attributed to
each loan. The level of risk is measured by a scale which evaluates each loan
on a continuum of multiple grades. The frequency and intensity of the loan
review is directly proportionate to the adversity of the loan grade.
California Federal evaluates the risk of default and the risk of loss for each
loan subject to individual monitoring. Non-performing income property loans
and performing loans that have been graded substandard, special mention, or
watchlist are typically reviewed on a quarterly basis. Current appraisals are
generally obtained annually as long as the loan continues to possess certain
risk characteristics. These loans are monitored throughout the year by a
review of the collateral's operating performance and the borrowers' indicated
or demonstrated ability to continue to meet their obligations. When necessary,
California Federal utilizes operating statements of the collateral to perform
its own discounted cash flow analyses. These analyses provide the basis for
specific valuation allowances. Numerous other factors are considered in the
evaluation, including a review of certain individual borrowers' current
financial status, credit standing, available collateral, California Federal's
judgment regarding prevailing and anticipated economic conditions and other
relevant factors.

      Specific valuation allowances are provided when an identified decline in
the value of an impaired loan (or the related collateral) is identified. The
determination of specific valuation allowances includes a periodic evaluation
of the financial status of certain individual borrowers or collateral relating
to loans specifically identified as containing elements of potential risk in
the loan portfolio. For loans that are impaired and secured by real estate or
other collateral, California Federal provides specific allowances based upon
the excess of the outstanding loan amount over the fair value of the related
collateral with consideration of holding and selling costs.

      General valuation allowances are based upon the inherent risk in the
loan portfolio that has not been specifically identified. The general
valuation allowance is based upon a number of factors, including historical
loss experience, the level of non-performing and internally classified loans,
the composition of the loan portfolio, estimated remaining lives of the
various types of loans within the portfolio, prevailing and forecasted
economic conditions and California Federal's judgment. General allowances are
provided for all loans, regardless of any specific allowances provided. The
determination of California Federal's allowance for loan losses is based on
estimates that are affected by changes in the regional or national economy and
market conditions. California Federal believes that as of December 31, 1996
and 1995, the allowance for loan losses is adequate based on current economic
and market conditions. However, in the course of evaluating the adequacy of
the allowance for loan losses, California Federal has projected that the
California economy and the market for real estate will remain in the same
relative condition that it was in at December 31, 1996. Should these factors
experience a downturn in the near term or if market interest rates increase
significantly in the near term, California Federal could experience a material
increase in the level of loan defaults and charge-offs.


                                     F-59

<PAGE>



   REAL ESTATE HELD FOR SALE

      Real estate held for sale consists of real estate acquired in settlement
of loans ("REO") and real estate investments ("REI"). REO generally results
when property collateralizing a loan is foreclosed upon or otherwise acquired
by California Federal in satisfaction of the loan. REO is recorded at the
lower of the recorded investment in the loan satisfied, the fair value or the
disposition value of the related assets acquired less anticipated disposition
costs. The fair value of the assets is based upon a current appraisal adjusted
for estimated carrying and selling costs. The disposition value is based upon
the current market pricing of the asset. Net cash receipts on REO are recorded
as a reduction in the basis of the asset. Net cash payments are expensed as
incurred. California Federal's REI consists of properties that California
Federal, through its subsidiaries, acquired for purposes of development where
California Federal is actively seeking to dispose of the property in an
expeditious manner. California Federal has not been actively involved in real
estate investment or development for several years. California Federal records
its REI at the lower of cost or fair value of the properties. California
Federal determines fair value by utilizing recent sales activity and deducting
holding and disposition costs over the estimated remaining period to sell the
projects. California Federal has assumed an orderly disposition in estimating
the holding period to sale. Should California Federal be unable to sell the
project at the projected prices, if the holding period is substantially longer
than forecast, or if California Federal's intent with respect to an orderly
disposition were to change, the fair value ultimately realized by California
Federal could be materially lower than California Federal's current forecast.

   PREMISES AND EQUIPMENT, DEPRECIATION AND CAPITALIZATION OF INTEREST

      Maintenance and repairs on premises and equipment are charged to expense
in the year incurred. Depreciation and amortization of premises and equipment
are computed using the straight-line method over the estimated useful lives of
the assets. Interest incurred on amounts used to finance the construction of
such assets is capitalized and amortized over the depreciable lives of the
related assets.

   GOODWILL

      Goodwill, which represents the excess of cost over the fair value of
tangible and identifiable intangible net assets acquired, was amortized on a
straight-line basis over the expected periods to be benefited, ranging from 20
to 40 years. During 1994, California Federal applied Statement of Financial
Accounting Standards No. 72, Accounting for Certain Acquisitions of Banking or
Thrift Institutions ("SFAS 72") to acquisitions initiated, by California
Federal, prior to September 30, 1982. SFAS 72 requires, among other things,
that to the extent, the fair value of liabilities assumed exceeds the fair
value of identifiable assets acquired from a banking or thrift institution,
the unidentifiable intangible asset recognized (i.e., goodwill) generally
shall be amortized over a period no longer than the discount on the acquired
long-term interest-earning assets. SFAS 72 was effective for acquisitions
initiated after September 30, 1982 with retroactive application permitted.
California Federal had been accounting for its acquisitions initiated
subsequent to September 30, 1982 in accordance with SFAS 72. The cumulative
effect of the retroactive application of SFAS 72 resulted in the acceleration
of California Federal's goodwill amortization arising from California
Federal's thrift institution acquisitions initiated prior to September 30,
1982. Under generally accepted accounting principles, the cumulative effect
from the retroactive application of SFAS 72 must be reflected as of the first
day of the fiscal year in which it is implemented. To that extent, $273.7
million of remaining unamortized goodwill was eliminated effective January 1,
1994.

   INCOME TAXES

      California Federal and its subsidiaries are included in a consolidated
federal income tax return and a combined California franchise tax report filed
by Bancorp.

      California Federal has adopted Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes ("SFAS 109") and has applied the provisions of SFAS 109 retroactively to
January 1, 1982. Under the asset and liability method of SFAS 109, deferred
income tax expense (benefit) is derived by establishing deferred tax assets
and liabilities as of the reporting date for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates in effect for the year in

                                     F-60

<PAGE>



which those temporary differences are expected to be recovered or settled.
Under SFAS 109, the effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment
date. California Federal's evaluation of the realizability of deferred tax
assets includes consideration of the amount and timing of future reversals of
existing temporary differences, as well as available taxable income in
carryback years. California Federal has not considered income from future
operations in evaluating the realizability of its deferred tax assets. See
Note 20 Income Taxes.

   SHAREHOLDER'S EQUITY

      On July 29, 1996 Bancorp, the parent company of California Federal,
announced that it had entered into a definitive merger agreement with First
Nationwide Holdings Inc., the parent company of First Nationwide Bank, San
Francisco. The merger agreement was approved by Bancorp's stockholders and by
regulatory authorities and closed on January 3, 1997.

      During the 1995 fourth quarter, California Federal obtained regulatory
and shareholder approval to reorganize into a holding company structure. As a
result of the reorganization, on January 1, 1996, each share of California
Federal's common stock was converted into one share of Bancorp common stock.
Consequently, California Federal became a wholly-owned subsidiary of Bancorp.
California Federal's other equity securities remained outstanding securities
of California Federal.

      During 1994, California Federal issued 1,725,000 shares of 105/8%
noncumulative perpetual preferred stock, Series B ("Preferred Stock, Series
B"). Cash dividends on the Preferred Stock, Series B, are not cumulative and
are payable quarterly when declared by California Federal's Board of
Directors. The Preferred Stock, Series B, has a liquidation preference and par
value of $100.00 per share. The par value of the Preferred Stock, Series B was
$100.00 per share at December 31, 1996 and 1995. Both the designated and
outstanding number of shares at December 31, 1996 and 1995 were 1,725,000. The
Preferred Stock, Series B, is generally not redeemable prior to April 1, 1999.
The Preferred Stock, Series B, is redeemable at the option of California
Federal, in whole or in part, at $105.313 per share on or after April 1, 1999
and prior to April 1, 2000, and at prices decreasing annually thereafter to
the liquidation preference of $100.00 per share on or after April 1, 2003,
plus declared but unpaid dividends. In addition, the Preferred Stock, Series
B, is redeemable at the option of California Federal or its successor or any
acquiring or resulting entity with respect to California Federal on or after
April 1, 1996 and prior to April 1, 1999 in whole, but not in part, in the
event of a change of control of California Federal at $114.50 per share.

      During the second quarter of 1996 California Federal called for
redemption all 3,740,000 shares of its 7 3/4% noncumulative convertible
preferred stock, Series A. Except for the conversion of 18,820 shares into
23,336 shares of Bancorp's common stock, the Series A shares were redeemed
effective June 14, 1996 at a redemption price of $25.00 per share, plus a
dividend of $0.398264 per share.

   FINANCIAL INSTRUMENTS

      The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 107 "Disclosures about Fair Value of
Financial Instruments" ("SFAS 107").

      Financial instruments are defined under SFAS 107 as cash, evidence of an
ownership in an entity, or a contract that conveys or imposes on an entity the
contractual right or obligation to either receive or deliver cash or another
financial instrument.

      A significant portion of California Federal's assets and liabilities are
financial instruments as defined under SFAS 107. California Federal is also a
party to financial instruments that are not reported on the Consolidated
Statements of Financial Condition ("off balance sheet financial instruments").
Such off balance sheet financial instruments include: commitments to originate
loans, standby letters of credit, recourse arrangements and interest rate
exchange agreements.


                                     F-61

<PAGE>



     Risks Associated with Financial Instruments

     Credit Risk

      Credit risk of a financial instrument is the possibility that a loss may
result from the failure of another party to perform in accordance with the
terms of the contract. The most significant credit risk associated with
California Federal's financial instruments is concentrated in its loans
receivable. Additionally, California Federal is subject to credit risk on
certain off-balance sheet financial instruments. California Federal utilizes a
loan monitoring system to evaluate the level of credit risk on its loan
portfolio and utilizes a similar process for loans sold by California Federal
with recourse and standby letters of credit. California Federal's credit risk
with respect to interest rate exchange agreements is limited to the premium
paid on interest rate cap and floor arrangements, and the amount of interest
due from the counterparty.

     Market Risk

      Market risk of a financial instrument is the possibility that future
changes in market prices may reduce the value of a financial instrument or
increase the contractual obligations of California Federal. California
Federal's market risk is concentrated in its portfolios of securities held for
sale and loans receivable. California Federal's securities held for sale are
traded in active markets. The values of these securities are susceptible to
fluctuations in the general market. When a borrower fails to meet the
contractual requirements of his loan agreement, California Federal is subject
to the market risk of the collateral securing the loan.

     Interest Rate Risk

      Financial instruments are subject to interest rate risk to the extent
that they reprice on a frequency, degree or basis that varies from market
repricing. California Federal is subject to interest rate risk to the degree
that its interest-earning assets reprice on a different frequency or schedule
than its interest-bearing liabilities. A majority of California Federal's
loans receivable and mortgage backed securities reprice based upon the FHLB
Eleventh District cost of funds index ("COFI"). The repricing of COFI tends to
lag market interest rates. California Federal closely monitors the pricing
sensitivity of its financial instruments and, if deemed cost effective,
utilizes hedging and other asset/liability techniques to mitigate the impact
of interest rate risk.

     Concentrations of Credit Risk

      California Federal's lending activities are principally conducted in
California and California Federal currently focuses on the origination of
residential 1-4 loans. The largest concentration of California Federal's loan
portfolio is located in the Los Angeles County area of California. The ability
of California Federal's borrowers to repay their commitments is contingent on
several factors, including the economic conditions in the borrower's
geographic region, primarily Southern California, market interest rates, and
upon the individual financial condition of the borrower.

     Fair Value of Financial Instruments

      SFAS 107 requires the disclosure of the fair value of financial
instruments, whether or not recognized on the statement of financial
condition, for which it is practicable to estimate the value. SFAS 107
requires that California Federal disclose estimated fair values for its
financial instruments. Fair values, estimates and assumptions are set forth in
Note 21 Fair Value of Financial Instruments.

     Derivative Financial Instruments

      California Federal's derivative financial instruments are primarily
limited to interest rate exchange contracts and such contracts are
predominantly utilized for hedging activities for existing assets and
liabilities.

      California Federal uses several types of interest rate exchange
contracts as an integral part of its asset/liability management program
including: (i) interest rate swaps, (ii) interest rate caps and (iii) interest
rate floors. Interest rate exchange agreements have been utilized primarily to
reduce interest rate risk on certain interest-bearing liabilities and

                                     F-62

<PAGE>



interest-earning assets. Interest rate swap agreements are instruments in
which California Federal and another party agree to exchange interest 
payments on a notional amount. When using interest rate
cap agreements, California Federal pays another party a premium in exchange
for cash payments on a notional amount in the event that a specified index
exceeds a specified rate. When utilizing interest rate floors, California
Federal pays a premium in exchange for cash payments on a notional amount in
the event that a specified index is less than a specified rate. These premiums
are amortized over the duration of the agreement. The notional amounts of
interest rate exchange agreements are not reflected in the Consolidated
Statements of Financial Condition, but are disclosed in the notes to these
Consolidated Financial Statements. California Federal records interest income
and expense on the accrual method for its interest rate exchange agreements.
Changes in the value of interest rate exchange agreements that are designated
as held for a purpose other than trading are not reflected in the Consolidated
Financial Statements unless California Federal determined that it was probable
that the counterparty would default. Interest rate exchange agreements that
are designated as held for trading purposes are evaluated at fair value, and
in the event that such evaluation indicates a net liability to California
Federal, such liability is reflected on the Consolidated Statements of
Financial Condition with a corresponding charge reflected on the Consolidated
Statements of Operations. To the extent that California Federal is in a gain
position, California Federal records net cash flow as income upon receipt and
typically does not record unrealized gains as income.

   NEWLY ENACTED AND PROPOSED ACCOUNTING PRONOUNCEMENTS

      In March 1995, the FASB issued Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed of" ("SFAS 121"). SFAS 121 establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill related to those assets to be held and
used for long-lived assets and certain identifiable intangibles to be disposed
of. SFAS 121 requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. In the event that a long lived asset is
determined to be impaired, an impairment loss shall be recognized. SFAS 121
prescribes that impairment losses for long-lived assets shall be measured as
the amount by which the carrying amount of the asset exceeds its fair value.
Additionally, SFAS 121 provides that long-lived assets, to be disposed by sale
or abandonment, shall be reported at the lower of carrying amount or fair
value less cost of disposition. This statement is effective for financial
statements for fiscal years beginning after December 15, 1995, earlier
application is permitted. SFAS 121 was adopted by California Federal on
January 1, 1996 and did not have a material adverse effect on the financial
position or results of operations.

      In May 1995, the FASB issued Statement of Financial Accounting Standards
No. 122, "Accounting for Mortgage Servicing Rights" ("SFAS 122"), an amendment
of FASB Statement No. 65 "Accounting for Certain Mortgage Banking Activities"
("SFAS 65"). SFAS 122 amends SFAS 65 to remove the distinction in accounting
for mortgage servicing rights resulting from originated loans and those
resulting from purchased loans. Additionally, SFAS 122 requires that an
enterprise with mortgage banking activities assess its capitalized mortgage
servicing rights for impairment based on the fair value of those rights. SFAS
122 is to be applied prospectively to fiscal years beginning after December
15, 1995, earlier application is permitted. SFAS 122 was adopted during the
first quarter of 1996. California Federal did not experience a material impact
to its results of operations or financial condition from such implementation.

      In October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123").
SFAS 123 establishes financial accounting and reporting standards for
stock-based employee compensation plans. Those plans include all arrangements
by which employees receive shares of stock or other equity instruments of the
employer or the employer incurs liabilities to employees in amounts based on
the price of the employer's stock. Examples are stock purchase plans, stock
options, restricted stock, and stock appreciation rights. This Statement also
applies to transactions in which an entity issues its equity instruments to
acquire goods or services from nonemployees. Those transactions must be
accounted for, or at least disclosed in the case of stock options, based on
the fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable. The accounting
requirements of SFAS 123 are effective for transactions entered into in fiscal
years that begin after December 15, 1995. The disclosure requirements of SFAS
123 are effective for financial statements for fiscal years beginning after
December 15, 1995, or for an earlier fiscal year for which SFAS 123 is
initially adopted for recognizing compensation cost. During 1996, California
Federal had no stock-based employee compensation plans. In addition,
California Federal did not enter into any transactions in which its equity
instruments were used to acquire 
                                     F-63

<PAGE>

goods or services from non-employees. Therefore, SFAS 123 had no effect on 
the Financial Statements of California Federal.

      In November 1995, the FASB issued a Special Report ("Special Report") as
an aid in understanding and implementing Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" ("SFAS 115"). The Special Report included such guidance that
enabled California Federal to reassess the appropriateness of the
classifications of all securities held and account for any resulting
reclassifications at fair value in accordance with SFAS 115. During the fourth
quarter of 1995, California Federal, in accordance with the Special Report,
redesignated $17.2 million of MBS from "held to maturity" to "available for
sale." Prior to December 31, 1995, California Federal sold the MBS for a loss
of less than $0.1 million.

      In June 1996, the FASB issued Statement of Financial Accounting
Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" ("SFAS 125"). SFAS 125 establishes new
criteria for determining whether a transfer of financial assets in exchange
for cash or other consideration should be accounted for as a sale or as a
pledge of collateral in a secured borrowing. SFAS 125 also establishes new
accounting requirements for pledged collateral. As issued, SFAS 125 is
effective for all transfers and servicing of financial assets and
extinguishments of liabilities occurring after December 31, 1996 and earlier
or retroactive application is not permitted. During 1996, the FASB issued
Statement of Financial Accounting Standards No. 127, "Deferral of the
Effective Date of Certain Provisions of FASB Statement No. 125" ("SFAS 127").
SFAS 127 defers for one year the effective date (a) of paragraph 15 of SFAS
125 and (b) of paragraphs 9-12 and 237(b) of Statement 125 for repurchase
agreement, dollar-roll, securities lending, and similar transactions. SFAS 127
provides additional guidance on the types of transactions for which the
effective date of SFAS 125 has been deferred. It also requires that if it is
not possible to determine whether a transfer occurring during calendar-year
1997 is part of a repurchase agreement, dollar-roll, securities lending, or
similar transaction, then paragraphs 9-12 of SFAS 125 should be applied to
that transfer. Although the provisions of SFAS 125 as amended by SFAS 127 have
not yet been adopted by California Federal, management does not expect such
adoption to have a material impact on its consolidated financial statements.

   NOTE 2:  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      For the purposes of the Consolidated Statements of Cash Flows,
California Federal defines cash as currency on hand and demand deposits with
other financial institutions.

<TABLE>
<CAPTION>
                                                                           1996                1995                1994
                                                                           ----                ----                ----
                                                                                      (Dollars in Millions)
<S>                                                                         <C>                 <C>                 <C>  
Cash Paid (Received) During the Year for:
  Interest expense................................................         $675.5             $685.2              $557.8
  Income taxes refunded...........................................          (11.2)              (1.6)               (8.5)
Non-Cash Investing and Financing Activities:
  Loan foreclosures...............................................          120.2              146.2               189.3
  Loans exchanged for mortgage-backed securities..................            --               239.7               424.0
  Transfer of securities to available for sale....................            --                17.2 (a)             --
  Change in unrealized gain on securities available for sale .....            --                19.2               (27.5)
  Transfer of loans to held for sale .............................           44.9               78.7             1,213.9 (b)
</TABLE>

----------
       (a) In November 1995, FASB issued the Special Report. During the fourth
       quarter of 1995, California Federal, in accordance with the Special
       Report, redesignated $17.2 million of MBS from "held to maturity" to
       "available for sale" and, prior to December 31, 1995, sold the MBS for
       a loss of less than $0.1 million.

      (b) During 1994, California Federal designated $1.2 billion of
      performing and non-performing loans as assets held for accelerated
      disposition. This designation was made during 1994 as an integral part
      of California Federal's program to improve its capital position, reduce
      non-performing assets and improve its operating efficiency.



                                     F-64

<PAGE>



NOTE 3:  SHORT-TERM LIQUID INVESTMENTS

      California Federal's short-term liquid investments include certificates
of deposit, commercial paper and Federal funds sold. The amount of short-term
liquid investments held by California Federal at any point in time is a
function of many factors including liquidity requirements, projected cash
requirements and cash flows.

      The following table presents California Federal's short-term liquid
investments at the dates indicated:


<TABLE>
<CAPTION>
                                               December 31, 1996                                    December 31, 1995
                                -----------------------------------------------      --------------------------------------------
                                                                  Weighted Avg.                                      Weighted Avg.
                                Carrying      Weighted Avg.        Maturity           Carrying      Weighted Avg.      Maturity
                                 Value            Rate              (Days)              Value           Rate            (Days)
                                --------      -------------       -------------       --------      -------------     ------------
                                          (Dollars in Millions)                                (Dollars in Millions)
<S>                             <C>            <C>              <C>                   <C>           <C>              <C>
Federal funds sold............   $69.0            6.08%                2                $70.0            5.80%             2
Certificates of deposit.......      --              --                --                  4.1            5.19             27
                                 -----                                                 ------                        
                                 $69.0            6.08%                                 $74.1            5.77%         
                                 =====                                                 ======
</TABLE>

      At December 31, 1996 and 1995 accrued interest and dividends receivable
related to short-term liquid investments held to maturity were $0.1 million
and $0.2 million, respectively.

NOTE 4:  SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

      Securities purchased under agreements to resell are collateralized by
mortgage-backed securities at December 31, 1996 and by U.S. Treasury
securities at December 31, 1995. The following table provides additional
information on the agreements:
<TABLE>
<CAPTION>
                                                                                             December 31,
                                                                                ---------------------------------------
                                                                                       1996                 1995
                                                                                       ----                 ----
                                                                                         (DOLLARS IN MILLIONS)
<S>                                                                                  <C>                  <C>    
     Carrying value of agreements to resell...................................       $1,310.1             $1,674.6
     Market value of collateral...............................................        1,341.2              1,704.4
     Maximum amounts of outstanding agreements to resell
       at any month-end.......................................................        1,912.9              1,704.2
     Average amounts of outstanding agreements to resell
       for the year...........................................................        1,660.5              1,144.5
     Weighted average interest rate for the year..............................          5.52%                5.99%
     Weighted average interest rate on year-end  balances.....................          6.72%                6.01%
     Weighted average maturity of outstanding agreements
       to resell (days).......................................................              3                   11
</TABLE>

      At December 31, 1996 and 1995, California Federal held only securities
purchased under agreements to resell the identical securities. The securities
collateralizing these agreements are held in the custodial accounts of a
trustee, who is not a party to the agreement for California Federal for the
duration of the agreements. The following table presents California Federal's
securities purchased under agreements to resell, by counterparty, at the dates
indicated:

<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                  ------------------------------------
Counterparty                                                                             1996              1995
                                                                                       (Dollars in Millions)
<S>                                                                                  <C>               <C>  
Lehman Brothers...............................................................          $    263.0         $   700.7
Nomura Securities.............................................................               350.0             500.0
Bear Stearns..................................................................               209.8             473.9
Paine Webber .................................................................               407.3                --
Donaldson, Lufkin and Jenrette................................................                80.0                --
                                                                                          --------          --------
                                                                                          $1,310.1          $1,674.6
                                                                                          ========          ========
</TABLE>

      Accrued interest related to securities purchased under agreements to
resell at December 31, 1996 and 1995 totaled $1.6 and $2.7 million,
respectively.

                                     F-65

<PAGE>




NOTE 5: SECURITIES AVAILABLE FOR SALE

      The carrying values, market values and weighted average rate of
securities available for sale at December 31, 1996 are as follows:

<TABLE>
<CAPTION>
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                      Net      
                                                       Unrealized  Unrealized      Unrealized                     Weighted
                                Historical  Carrying     Holding    Holding        Holding          Market        Average
                                   Cost       Value       Gains     Losses       Gains (Losses)     Value          Rate
                                ----------  --------   ---------- ----------     --------------   ----------      --------
                                                                        (DOLLARS IN MILLIONS)   
<S>                               <C>         <C>       <C>         <C>            <C>               <C>            <C>
U.S. Treasury securities:
  Maturing after 1 year
     but within 5 years ......    $6.0        $6.0      $  --       $  --          $   --            $6.0           6.13%
                                  ====        ====      =====       ======         ======            ====           =====  
</TABLE>


      The carrying values, market values and weighted average rate of
securities available for sale at December 31, 1995 are as follows:

<TABLE>
<CAPTION>
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                      Net      
                                                       Unrealized  Unrealized      Unrealized                     Weighted
                                Historical  Carrying     Holding    Holding        Holding          Market        Average
                                   Cost       Value       Gains     Losses       Gains (Losses)     Value          Rate
                                ----------  --------   ---------- ----------     --------------   ----------      --------
                                                                        (DOLLARS IN MILLIONS)   
<S>                               <C>         <C>       <C>         <C>            <C>               <C>            <C>
U.S. Treasury securities:
  Maturing within 1 year......    $150.0      $149.9     $   --     $(0.1)         $ (0.1)         $149.9          4.00%
  Maturing after 1 year
   but within 5 years........      50.3        50.4        0.1         --             0.1            50.4          7.46
                                 -------      ------     -----     ------           -----          ------        ------
                                  $200.3      $200.3     $ 0.1      $(0.1)          $  --          $200.3          4.87%
                                 ======       ======     ======    ======           =====          ======        ======
</TABLE>


      The table below presents the activity of securities available for sale
for the periods presented:

<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                    -----------------------------------------------------
                                                          1996                 1995                1994
                                                          ----                 ----                ----
                                                                (Dollars in Millions)
<S>                                                    <C>                 <C>                    <C>    
Balance, January 1.........................               $ 200.3          $1,731.5                $894.7
Purchases..................................                 221.0             202.9               1,519.2
Sales......................................                (259.3)           (969.4)               (670.2)
Transfers..................................                    --              17.2 (a)                --
Maturities (b).............................                (156.0)           (801.1)                 22.2
Market value adjustment....................                    --              19.2                 (34.4)
                                                       ----------           -------               --------
Balance, December 31.......................              $    6.0            $200.3               $1,731.5
                                                         ========            ======               ========
</TABLE>

----------
      (a) During 1995, California Federal transferred $17.2 million of
      mortgage-backed securities held to maturity to securities available for
      sale. See Note 6 Securities Held to Maturity for further information.

      (b) Maturities include amortization of premiums and accretion of 
      discounts.

      Accrued interest receivable on securities available for sale at December
31, 1996 and December 31, 1995 totaled $0.1 million and $2.7 million,
respectively.

      Proceeds from sales of securities available for sale during the years
ended December 31, 1996, 1995 and 1994 were $261.6 million, $976.3, and $670.4
million, respectively.


                                     F-66

<PAGE>




      California Federal has pledged certain securities, including those
available for sale, as collateral for advances from the Student Loan Mortgage
Association ("SLMA") and various other borrowings. The following table
presents the outstanding balances at California Federal's carrying value of
securities pledged as collateral at December 31, 1996 and 1995, respectively.


                                                     December 31,
                                            -------------------------------
                                                 1996            1995
                                                 ----
                                                 (Dollars inMillions)
Pledged as collateral for:
  SLMA advances............................ $     --           $124.9
  Other borrowings.........................      52.0            58.8
                                                -----          ------
                                                $52.0          $183.7
                                                =====          ======

NOTE 6: SECURITIES HELD TO MATURITY

      California Federal's securities held to maturity have primarily
consisted of MBS. California Federal had an investment in a guaranteed
investment contract, which matured in 1995. California Federal's portfolio of
MBS consist of securities issued by agencies of the United States, such as
FNMA. The investments are purchased or are obtained by exchanging pools of
mortgage loans for the securities ("securitized loans").

      Summarized below are securities held to maturity at December 31, 1996
and 1995:

<TABLE>
<CAPTION>
                                                                        1996                                
                                         -------------------------------------------------------------------
                                                              Gross             Gross                       
                                            Carrying        Unrealized        Unrealized         Market     
                                              Value           Gains             Losses           Value      
                                              -----           -----             ------           -----      
                                                                  (Dollars in Millions)                     
<S>                                        <C>               <C>             <C>              <C>    
Mortgage-backed securities:
  FNMA.................................    $1,038.2            $ 6.2          $  (3.1)          $1,041.3    
  California Federal AA-rated
    mortgage pass-through
    securities.........................       623.9              0.9             (2.4)             622.4     
  Other................................       301.8              0.4            (23.6)             278.6    
                                           -------             -----          -------           --------
                                           $1,963.9             $7.5           $(29.1)          $1,942.3      
                                           ========             ====           ======           ========     

<CAPTION>
                                                                          1995                                  
                                             -------------------------------------------------------------    
                                                                Gross             Gross                           
                                             Carrying        Unrealized        Unrealized        Market          
                                              Value            Gains             Losses           Value          
                                              -----            -----             ------           -----          
                                                                   (Dollars in Millions)                       
<S>                                           <C>               <C>             <C>              <C>    
Mortgage-backed securities:                                                                                        
  FNMA.................................     $1,192.7           $ 17.9            $ (0.2)       $1,210.4         
  California Federal AA-rated                                                                                   
    mortgage pass-through                                                                                       
    securities.........................       802.3               1.3              (5.2)          798.4          
  Other................................       371.7               1.5             (20.7)          352.5          
                                           --------             -----           -------        --------
                                           $2,366.7             $20.7            $(26.1)       $2,361.3          
                                           ========             =====            ======        ========          
                                                                         
</TABLE>

      The weighted average interest rates of MBS held to maturity were 6.82%
and 6.93% at December 31, 1996 and 1995, respectively. Accrued interest
receivable related to MBS held to maturity outstanding at December 31, 1996
and 1995 totaled $11.2 million and $13.8 million, respectively. California
Federal utilizes MBS as collateral for various borrowings. At December 31,
1996 and 1995, $1,374.1 and $1,316.3 million, respectively, of MBS, were
pledged as collateral for various borrowings as follows:

                                                      December 31,
                                           -------------------------------
                                                  1996            1995
                                                  ----            ----
                                             (Dollars inMillions)
Pledged as collateral for:
  Advances from FHLB..................          $  374.6          $255.9
  Repurchase agreements...............             975.7           908.9
  SLMA advances.......................               --            108.6
  Other obligations...................              23.8            42.9
                                              ----------        --------
                                                $1,374.1        $1,316.3
                                              ==========        ========

                                     F-67

<PAGE>


      At December 31, 1996, California Federal had $924.9 million of
securitized loans with some form of recourse to California Federal. In the
unanticipated event the securitized loans are sold, purchasers would have
varying forms of recourse to California Federal. The recourse provisions
subject California Federal to varying degrees of liability in the event of
loss. California Federal currently intends to hold its portfolio of
mortgage-backed securities until maturity. The following table presents the
composition of securitized loans with potential recourse, by collateral type,
at December 31, 1996:

<TABLE>
<CAPTION>

                                                    Original     
                                                  Loan to Value     Original   
                                                     Ratio       Loan to Value 
                                     Original       greater       Ratio greater
             Securitized Loans      Loan to Value   than 80%        than 80%   
                with Recourse       Ratio is less     With          Without    
             Collateralized by     than or = 80%    PMI (a)         PMI (a)         Total
             -----------------     -------------  -------------  -------------       -----
                                                    (Dollars in Millions)
<S>                                   <C>           <C>           <C>              <C>   
Residential 1-4 units............     $537.5         $44.0           $ 8.9          $590.4
Multi-family property............      331.8           --              2.7           334.5
                                      ------         -----           -----          ------
                                      $869.3         $44.0           $11.6          $924.9
                                      ======         =====           =====          ======
</TABLE>
----------
      (a) Private mortgage insurance (PMI) provides limited insurance
      protection to California Federal in the event of default.

      California Federal periodically reviews the credit quality of its
portfolio of MBS. In the case of securitized loans with recourse provisions,
California Federal makes an assessment of the credit quality of the underlying
loans. See Note 1 Summary of Significant Accounting Policies for a discussion
of California Federal's loan monitoring policies.

      In November 1995, the FASB issued the Special Report as an aid to
understanding and implementing SFAS 115. During the fourth quarter of 1995,
California Federal, in accordance with the Special Report, redesignated $17.2
million of MBS from "held to maturity" to "available for sale" and, prior to
December 31, 1995, sold the MBS for a loss of less than $0.1 million. There
were no sales of MBS during the year ended December 31, 1994.

NOTE 7: LOANS RECEIVABLE HELD FOR SALE

      In order to manage its asset size, liquidity requirements, the
composition and interest rate sensitivity of its interest-earning assets and
other factors; California Federal originates certain fixed rate residential
1-4 loans for sale.

      At December 31, 1996 and 1995, the historical cost bases of loans
receivable held for sale were $8.7 and $13.6 million, respectively. At
December 31, 1996 and 1995, the market value of loans receivable held for sale
were $8.7 million and $13.8 million, respectively. Market values, at December
31, 1996 and 1995, were based upon quotes of similar or identical loans.

      Gross unrealized gains on loans receivable held for sale were less than
$0.1 million and $0.2 million at December 31, 1996 and 1995, respectively.
Gross unrealized losses on loans receivable held for sale were less than $0.1
million at both December 31, 1996 and 1995. Proceeds from sales of loans
receivable held for sale were $281.1 million, $183.2 million, and $1,099.4
million for the years ended December 31, 1996, 1995 and 1994, respectively.

      The following table summarizes the gains and losses recorded for the
periods presented for loans receivable:

<TABLE>
<CAPTION>

                                                                     December 31,
                                                                     ------------
                                                           1996           1995          1994
                                                           ----           ----          ----
                                                               (Dollars in Millions)
<S>                                                        <C>            <C>           <C>  
Realized gains from sales of loans receivable.......       $1.4           $0.3          $1.0
Realized losses from sales of loans receivable......       (0.7)          (0.6)         (0.5)
                                                          -----          -----         -----
Net (losses) gains..................................       $0.7          $(0.3)        $ 0.5
                                                           ====          =====         =====
</TABLE>


                                     F-68

<PAGE>



NOTE 8: LOANS RECEIVABLE HELD FOR INVESTMENT

     Loans receivable held for investment consist of the following:
<TABLE>
<CAPTION>

                                                                                         December 31,
                                                                            ------------------------------------
                                                                                   1996               1995
                                                                                   ----               ----
                                                                                   (Dollars in Millions)
<S>                                                                           <C>                 <C> 
Loans secured by real estate:
  Residential 1-4.....................................................          $ 8,253.1           $ 7,277.6
  Equity..............................................................               57.4                64.1
                                                                               ----------           ---------
                                                                                  8,310.5             7,341.7
  Income property:
     Multi-family.....................................................            1,249.4             1,346.2
     Shopping centers.................................................               69.1                81.8
     Office buildings.................................................              145.6               168.9
     Other income property............................................              272.5               291.3
                                                                               ----------           ---------
       Total income property..........................................            1,736.6             1,888.2
                                                                               ----------           ---------
                Total loans secured by real estate....................           10,047.1             9,229.9
Consumer:
     Mobile homes.....................................................               53.0                66.3
     Vehicles.........................................................                2.1                21.5
     Equity creditline................................................              117.4               137.8
     Unsecured........................................................               14.1                14.6
     Loans secured by deposits........................................                8.1                 9.4
                                                                               ----------          ----------
     Total consumer loans.............................................              194.7               249.6
                                                                               ----------          ----------
 Business Banking ....................................................               16.9                 --
                                                                               ----------          ----------
                                                                                 10,258.7             9,479.5
 Less:
     Undisbursed loan funds...........................................               (0.3)                0.1
     Deferred loan (costs) fees.......................................              (26.2)              (13.9)
     Allowance for loan losses........................................              173.1               181.0
     Unearned interest on equity/consumer loans.......................                --                  1.3
     Discount on acquired loans.......................................                4.0                 7.4
                                                                               ----------          ----------
                Total loans receivable................................           10,108.1             9,303.6
                Less: Loans held for sale (see Note 7)................                8.7                13.6
                                                                               ----------          ----------
                Loans receivable held for investment..................          $10,099.4            $9,290.0
                                                                                =========          ==========
</TABLE>

      Certain of California Federal's adjustable loan programs allow the
borrower to make monthly payments which are lower than the amount required to
amortize the loan until its maturity in any particular month. In the event
that the monthly payment is not sufficient to pay the interest accruing during
the month, the deficiency is added to the loan's principal balance ("negative
amortization"). In the event that a loan incurs significant negative
amortization, there is an increased risk that the market value of the
underlying collateral on the loan may be insufficient to fully satisfy the
outstanding principal and interest, should the borrower default.

      At December 31, 1996 and 1995, California Federal's loan portfolio
included $4.8 billion and $4.7 billion, respectively, of loans with the
potential to negatively amortize, of which $0.9 billion and $1.4 billion of
loans has some amount of negative amortization.

      Accrued interest receivable related to loans receivable including loans
held for sale at December 31, 1996 and 1995 totaled $61.0 million and $60.1
million, respectively.


                                     F-69

<PAGE>



      California Federal has pledged certain loans as collateral for advances
from the FHLB, letters of credit, interest rate swaps, and capital lease
obligations. The following table presents the outstanding balance of loans
pledged as collateral at December 31, 1996 and 1995:

<TABLE>
<CAPTION>
                                                                      December 31,
                                                       -----------------------------------------
                                                               1996                 1995
                                                               ----                 ----
                                                                 (Dollars in Millions)
<S>                                                          <C>                  <C> 
     Pledged as collateral for:
       Advances from FHLB.......................              $3,895.3             $3,322.1
       Letters of credit from FHLB..............                  23.3                 52.3
       Interest rate swap agreements............                   --                   --
       Capital lease obligations................                   6.6                  8.7
                                                              --------             --------
                                                              $3,925.2             $3,383.1
                                                              ========             ========
</TABLE>

      California Federal's loans are concentrated in (i) loans secured by
residential property of 1-4 units, (ii) loans with collateral located in
California and (iii) loans secured by residential property of five units or
more. The following table shows the concentrations of the gross real estate
secured portfolio by state and property type:

<TABLE>
<CAPTION>

                                                                                          
                                    Residential 1-4                      Equity           
                               -----------------------            --------------------
                                     December 31,                     December 31,        
                               -----------------------            --------------------
State                            1996            1995             1996            1995    
-----                            ----            ----             ----            ----
                                               (Dollars in Millions)                      
<S>                            <C>             <C>              <C>            <C>     
California.................    $7,146.0        $6,288.9          $46.6           $49.5    
Florida....................       389.6           456.4            8.3            11.3    
Nevada.....................       201.0           183.4            2.4             2.9    
Georgia....................        67.5            79.6            0.1             0.1    
New York...................        32.2            34.4            --              --     
Arizona....................        31.4            16.1            --              0.1    
New Jersey.................        33.9            32.5            --              --     
Texas......................        46.3            24.8            --              --     
Connecticut................        30.1            21.0            --              --     
Washington.................        32.6            13.5            --              --     
Colorado...................        35.3            16.4            --              --     
Illinois...................        23.5            11.3            --              0.1    
Other (a)..................       183.7            99.3            --              0.1    
                               --------        --------          -----           -----
                               $8,253.1        $7,277.6          $57.4           $64.1    
                               ========        ========          =====           =====

<CAPTION>

                                                          Income Property             
                              ----------------------------------------------------------------         
                                         Multi-family                    Commercial (b)         
                                         ------------                    --------------
                                         December 31,                     December 31,                   
                                   ------------------------          -----------------------
                                    1996             1995            1996             1995         
                                    ----             ----            ----             ----
                                                     (Dollars in Millions)                         
<S>                               <C>             <C>               <C>            <C>     
California.................       $1,155.0        $1,234.6           $467.0          $512.7               
Florida....................           26.0            31.5              9.6            14.8               
Nevada.....................           36.0            41.7              4.8             6.3               
Georgia....................            7.6             7.9              1.9             2.0               
New York...................            0.1             0.1              --              --                
Arizona....................           14.8            15.3              0.7             1.6               
New Jersey.................            --              --               --              --                
Texas......................            1.6             2.5              --              0.6               
Connecticut................            --              --               --              --                
Washington.................            4.8             4.9              --              --                
Colorado...................            --              --               1.4             1.6               
Illinois...................            0.9             1.1              --              --                
Other (a)..................            2.6             6.6              1.8             2.4               
                                  --------        --------           ------          ------
                                  $1,249.4        $1,346.2           $487.2          $542.0
                                  ========        ========           ======          ======


</TABLE>
----------
      (a) Includes states with aggregate gross real estate loans that are less
than $23 million.

      (b) Includes shopping centers, office buildings and other income property.

     The majority of California Federal's California real estate loans are
secured by property located in Los Angeles, Orange, and San Diego counties.

      At December 31, 1996, the largest amount of loans to a single borrower
totaled $38.5 million. The collateral for the loan is a 225,000-square foot
office building occupied entirely by certain of California Federal's operating
and administrative departments and subject to a lease for the life of the
loan.



                                     F-70

<PAGE>



Impaired and Non-Performing Loans

      California Federal identifies impaired loans through its loan monitoring
process. See Note 1 Summary of Significant Accounting Policies for further
information about California Federal's loan monitoring process. California
Federal stratifies its review procedures by loans that are reviewed on an
individual basis, and those that are treated as homogenous pools. Loans that
are considered to be homogenous are evaluated on the basis of their payment
record and/or on a pool basis. All homogenous loans that are 90 days or more
delinquent or are in foreclosure are automatically placed on non-performing
status. Additionally, homogenous loans that have had a modification of terms
are individually reviewed to determine if they meet the definition of a
troubled debt restructuring.

      Loans that are individually monitored are determined to be impaired if
it is determined that it is probable that California Federal will be unable to
collect the contractual amount of principal and interest owed to California
Federal. California Federal's policy allows for a loan to be designated as
impaired even if the borrower has currently fulfilled his repayment
obligations. Loans that are delinquent 90 days or more, in foreclosure or if
the borrower has filed for bankruptcy are normally designated as impaired. If
a loan is designated as impaired, the loan is either placed on non-accrual
status or designated as a restructured loan and is included as a
non-performing loan. Cash collected on impaired loans on non-accrual status is
generally applied as a reduction to the carrying value of the loan.

     California Federal has identified two types of non-performing loans
within its portfolio: non-accrual loans and restructured loans. The following
table summarizes California Federal's gross non-performing loans by property
type at the dates indicated:

<TABLE>
<CAPTION>
                                                                        December 31,
                                     -----------------------------------------------------------------------------------
                                                         1996                                        1995
                                     ------------------------------------------   --------------------------------------
                                        Non-Accrual    Restructured       Total     Non-Accrual   Restructured     Total
                                        -----------    ------------       -----     -----------   ------------     -----
                                                                     (Dollars in Millions)
<S>                                    <C>              <C>          <C>           <C>             <C>           <C>
Residential 1-4.................        $ 62.1            $1.9          $64.0      $     99.6          $3.0       $102.6
Income property:
  Multi-family.....................       50.5             --            50.5            86.3           0.3         86.6
  Shopping centers.................        3.4             --             3.4             1.3           --           1.3
  Office buildings.................        5.7             --             5.7             8.8           --           8.8
  Hotels/motels....................        --              --             --              --            --           --
  Other income property............        6.0             1.3            7.3             6.8           --           6.8
                                        ------           -----        -------         -------        ------      -------
     Total income property.........       65.6             1.3           66.9           103.2           0.3        103.5
                                        ------           -----        -------         -------        ------      -------
Consumer...........................        1.9             --             1.9             3.5           --           3.5
                                        ------           -----        -------         -------        ------      -------
                                        $129.6            $3.2         $132.8          $206.3          $3.3       $209.6
                                        ======           =====        =======         =======        =====       =======
Interest not recognized............    $  10.3           $  --        $  10.3         $  10.6        $   --      $  10.6
                                       =======           =====        =======         =======        ======      =======
</TABLE>


      For both years ended December 31, 1996 and 1995, interest income of less
than $0.1 million was recorded on restructured loans. This was less than $0.1
million lower than what would have been recorded if the restructured loans had
been performing in accordance with their original contractual terms.



                                     F-71

<PAGE>



      The following table summarizes California Federal's concentration of
gross non-accrual and restructured loans by state as of the dates indicated:

<TABLE>
<CAPTION>
                                                          December 31,
                 ---------------------------------------------------------------------------------------------
                                    Non-Accrual                                   Restructured
                 ---------------------------------------------   ---------------------------------------------
 STATE                     1996                    1995                    1996                   1995
                 ---------------------   ---------------------   --------------------   ----------------------
                                                    (Dollars in Millions)
<S>              <C>           <C>       <C>         <C>        <C>           <C>       <C>         <C>    
California..        117.5        90.6%   $  188.7        91.5%   $    3.2       100.0%   $    3.1       94.0%
Florida ....          6.4         4.9         8.5         4.1         --          --          --         --
Nevada .....          2.1         1.6         3.5         1.7         --          --          0.2        6.0
Georgia ....          0.4         0.4         1.2         0.6         --          --          --         --
Texas ......          --          --          1.0         0.5         --          --          --         --
Arizona ....          --          --          0.4         0.2         --          --          --         --
Other ......          3.2         2.5         3.0         1.4         --          --          --         --
                 --------      ------    --------      ------    --------      ------    --------      -----
                 $  129.6       100.0%   $  206.3       100.0%   $    3.2       100.0%   $    3.3      100.0%
                 ========      ======    ========      ======    ========      ======    ========      =====
</TABLE>


      The following table presents impaired loans with specific allowances and
impaired loans without specific allowances by property type and by the method
that impairment is determined at the dates indicated:
<TABLE>
<CAPTION>
                                                                                    December 31, 1996
                                                                     ----------------------------------------------
                                                                        Gross           Specific              Net
                                                                       Amount           Allowance           Amount
                                                                       ------           ---------           -------
                                                                                  (Dollars in Millions)
<S>                                                                   <C>              <C>                <C>   
Impairment Measured By Individual Review:
Impaired Loans with Specific Allowances:
  Multi-family..................................................       $50.4            $ (6.7)            $ 43.7
  Commercial real estate:
     Office buildings...........................................         5.7              (2.0)               3.7
     Shopping centers...........................................         3.4              (0.2)               3.2
     Industrial.................................................         5.1              (0.4)               4.7
     Other......................................................         0.9              (0.2)               0.7
                                                                      ------            ------              -----
  Total commercial real estate..................................        15.1              (2.8)              12.3
                                                                      ------            ------              -----
Total impaired loans with specific allowances...................        65.5              (9.5)              56.0
                                                                      ------            ------              -----
Impaired Loans without Specific Allowances:
  Residential 1-4...............................................         1.9               --                 1.9
  Commercial real estate........................................         1.4               --                 1.4
                                                                      ------            ------              -----
Total impaired loans without specific allowances................         3.3               --                 3.3
                                                                      ------            ------              -----
Total impaired loans measured by individual review..............        68.8              (9.5)              59.3
                                                                      ------            ------              -----
Impairment Measured on a Pool Basis:
  Residential 1-4...............................................        62.1               --                62.1
  Consumer......................................................         1.9               --                 1.9
                                                                      ------            ------              -----
                                                                        64.0               --                64.0
                                                                      ------            ------             ------
Total impaired loans............................................      $132.8             $(9.5)            $123.3
                                                                      ======            ======             ======
</TABLE>


      California Federal has designated all impaired loans at December 31,
1996 as non-accrual or as a troubled debt restructuring. For all impaired
loans, California Federal evaluates the need for a specific allowance by
comparing the fair value of the related collateral to the net recorded
investment in the loan. For all impaired loans where the fair value of the
related collateral is less than the net recorded investment in the loan,
California Federal allocates a specific allowance equal to the excess of the
net recorded investment in the loan over the fair value of the related
collateral with consideration given to holding and selling costs. All
uncollected interest relating to impaired loans has been fully reversed from
income. At December 31, 1996, California Federal had designated $25.7 million
of loans as impaired that were performing in accordance with their contractual
terms. California Federal applies cash collections from impaired loans as a
reduction of the loan's carrying amount. The average recorded investment in
the impaired loans was $173.8

                                     F-72

<PAGE>


million for the year ended December 31, 1996. During the year ended December
31, 1996, California Federal recognized $2.3 million of interest income on
impaired loans.

     Allowance for Loan Losses

      California Federal's policies for providing the appropriate level of
allowance for loan losses are discussed further in Note 1 Summary of
Significant Accounting Policies.

      The following table presents an analysis of the general and specific
allowances at the dates presented:

<TABLE>
<CAPTION>

                                                  December 31, 1996                    December 31, 1995
                                 -------------------------------------      ---------------------------------------
                                    Specific      General                    Specific       General
                                   Allowance     Allowance      Total        Allowance     Allowance        Total
                                   ---------     ---------      -----        ---------     ---------        -----
                                                              (Dollars in Millions)
<S>                                <C>             <C>          <C>         <C>              <C>           <C>    
Real estate:
  Residential 1-4.............         $ --        $ 45.0       $ 45.0         $ --          $ 45.0        $  45.0
  Income property.............          11.7         96.4        108.1          24.3           90.0          114.3
                                      ------       ------       ------      --------         ------         ------
       Total real estate......          11.7        141.4        153.1          24.3          135.0          159.3
Consumer......................           --          10.0         10.0           --            11.7           11.7
Unallocated...................           --          10.0         10.0           --            10.0           10.0
                                      ------       ------       ------      --------         ------         ------
       Total..................         $11.7       $161.4       $173.1         $24.3         $156.7         $181.0
                                      ======       ======       ======      ========         ======         ======
</TABLE>


                                     F-73

<PAGE>



      Activity in the allowance for loan losses for the years ended December
31, 1996, 1995 and 1994 is summarized as follows:


<TABLE>
<CAPTION>
                                                                                    1996           1995             1994
                                                                                    ----           ----             ----
                                                                                           (Dollars in Millions)
<S>                                                                               <C>            <C>              <C> 
Balance, January 1,.....................................................           $181.0         $211.6           $254.3
Provision for losses....................................................             41.3           31.8             74.9
Increase in general allowances from acquisitions .......................              0.6            --               --
Charge-offs:
  Real estate:
     Residential 1-4....................................................            (28.1)         (24.8)           (19.5)
     Income property:
       Multi-family.....................................................            (18.4)         (30.2)           (56.1)
       Shopping centers.................................................              --            (4.9)            (0.9)
       Office buildings.................................................             (2.3)          (5.5)           (15.2)
       Hotels/motels....................................................              --             --             (11.6)
       Other income property............................................             (0.6)          (1.6)            (6.2)
                                                                                   ------          -----            -----
          Total income property.........................................            (21.3)         (42.2)           (90.0)
                                                                                   ------          -----            -----
  Total real estate.....................................................            (49.4)         (67.0)          (109.5)
  Commercial banking....................................................              --             --              (6.8)
  Consumer..............................................................             (8.0)          (5.4)            (7.0)
                                                                                   ------          -----            -----
     Total Charge-offs..................................................            (57.4)        ( 72.4)          (123.3)
                                                                                    -----          -----            -----
Recoveries:
  Real estate:
     Residential 1-4....................................................              4.2            3.1              0.9
     Income property:
       Multi-family.....................................................              1.7            5.2              0.9
       Shopping centers.................................................              --             0.1              --
       Office buildings.................................................              0.1            0.4              0.3
       Hotels/motels....................................................              --             --               --
       Other income property............................................              0.1            --               0.4
                                                                                  -------         ------            -----
          Total income property.........................................              1.9            5.7              1.6
                                                                                  -------         ------            -----
  Total real estate.....................................................              6.1            8.8              2.5
  Commercial banking....................................................              --             --               2.1
  Consumer..............................................................              1.5            1.2              1.1
                                                                                 --------        -------           ------
     Total recoveries...................................................              7.6           10.0              5.7
                                                                                 --------        -------           ------
Net charge-offs.........................................................            (49.8)         (62.4)          (117.6)
                                                                                   ------        -------           ------
Balance, December 31,...................................................           $173.1         $181.0           $211.6
                                                                                   ======        =======           ======
</TABLE>


      During the normal course of business, California Federal has securitized
and/or sold certain loans with recourse. Estimated probable loan losses and
related costs of collection and repossession are provided for at the time of
such sales and are periodically reevaluated. California Federal evaluates the
credit risk of loans sold with recourse in the same manner as it reviews its
own portfolio of loans. California Federal has accrued an allowance for
potential future losses on loans sold with recourse. Such allowance is
included with "Other liabilities" on the Consolidated Statements of Financial
Condition.



                                     F-74

<PAGE>



      A summary of the outstanding balance of loans sold with recourse at
December 31, 1996 follows:


<TABLE>
<CAPTION>
                                                                        Residential          Income
                                                                             1-4             Property          Total
                                                                        -----------          --------          -----
                                                                                      (Dollars in Millions)
<S>        <C>                                                              <C>               <C>              <C>   
Loans with original loan to value ratio less than or
  equal to 80%..................................................            $103.1            $232.8           $335.9
Loans with original loan to value ratio greater than 80%
  With PMI......................................................               1.6               --               1.6
  Without PMI...................................................              22.7              25.9             48.6
                                                                            ------            ------           ------
                                                                            $127.4            $258.7           $386.1
                                                                            ======            ======           ======
</TABLE>

      California Federal has obtained credit insurance for $333.1 million of
residential loans sold with recourse not included in the amounts above. The
amount of California Federal's liability on these loans was limited to $2.4
million at December 31, 1996. The insurance was obtained to limit California
Federal's risk of loss on these loans. The fair value of California Federal's
potential obligation for recourse or guarantees on loans sold with recourse at
December 31, 1996 and 1995 was determined to approximate the value of the
liability established by California Federal for the potential cost of such
obligations, which totaled $9.7 million and $11.5 million at December 31, 1996
and December 31, 1995, respectively.

      At December 31, 1996, $3.5 billion of loans owned by others were
serviced by California Federal (virtually all of which were originated by
California Federal) compared to $3.8 billion and $4.5 billion at December 31,
1995 and 1994, respectively.

      Loan servicing fees, which are included as a component of "Fee income"
on the Consolidated Statements of Operations, totaled $10.9 million, $12.4
million, and $14.6 million for the years ended December 31, 1996, 1995 and
1994, respectively.

     Fair Value of Loans Receivable

      The fair value information presented below represents California
Federal's estimate of the fair value of its loans held for investment. The
assumptions inherent in these fair value estimates may be found in Note 21
Fair Value of Financial Instruments.


<TABLE>
<CAPTION>
                                             December 31, 1996                              December 31, 1995
                                   -----------------------------------           -----------------------------------
                                   Book Value (a)           Fair Value           Book Value (a)           Fair Value
                                   --------------           ----------           --------------           ----------
                                                                 (Dollars in Millions)
<S>                                 <C>                    <C>                    <C>                    <C>      
Residential 1-4 loans:
  Fixed.........................    $ 1,511.3              $ 1,524.7              $   994.1              $   996.6
  Adjustable....................      6,755.7                6,863.8                6,295.3                6,293.1
                                    ---------              ---------               --------              ---------
     Total residential 1-4
       loans....................      8,267.0                8,388.5                7,289.4                7,289.7
Multi-family loans..............      1,181.4                1,143.6                1,269.7                1,230.6
Commercial real estate loans....        449.2                  439.6                  494.3                  485.0
Consumer loans..................        184.9                  190.8                  236.6                  240.8
Business banking loans .........         16.9                   17.1                    --                     --
                                    ---------              ---------               --------              ---------
     Total loans held for
       investment...............    $10,099.4              $10,179.6               $9,290.0               $9,246.1
                                    =========              =========               ========              =========
</TABLE>
----------

      (a) Book value is presented net of undisbursed loan funds, discounts,
deferred items and allowances for loan losses.

                                     F-75

<PAGE>





NOTE 9: REAL ESTATE HELD FOR SALE

      California Federal's real estate held for sale is comprised of REO and
REI. A summary of real estate held for sale, net of allowance for losses,
follows:



<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                          ------------------------------
                                                                             1996              1995
                                                                             ----              ----
                                                                              (Dollars in Millions)
<S>                                                                         <C>               <C>  
Residential 1-4........................................................      $11.3             $47.3
Multi-family...........................................................        1.2               1.5
Office buildings.......................................................        0.1               0.3
Hotels/motels..........................................................        --                --
Other income property..................................................        0.3               0.4
                                                                             -----             -----
                                                                             $12.9             $49.5
                                                                             =====             =====
</TABLE>


     The following table presents California Federal's real estate held for
  sale by state and property type at December 31, 1996:

<TABLE>
<CAPTION>
                                                              
                                                   Residential   Multi-           Office          Commercial/
                                                    1-4 units    family          Buildings         Industrial       Total
                                                   -----------  -------          ---------        -----------      -------
                                                                          (DOLLARS IN MILLIONS)
<S>                                                   <C>         <C>             <C>                <C>         <C>  
  California...........................               $10.8        $1.2             $0.1                $0.3        $12.4
  Florida..............................                 0.3         --               --                  --           0.3
  New York.............................                 0.2         --               --                  --           0.2
                                                     ------        ----           ------             -------        -----
  Total................................               $11.3        $1.2             $0.1                $0.3        $12.9
                                                      =====        ====           ======             =======        =====

  REO..................................               $ 9.8        $1.2             $0.1                $0.3        $11.4
  REI..................................                 1.5         --               --                  --           1.5
                                                     ------        ----           ------             -------        -----
  Total................................               $11.3        $1.2             $0.1                $0.3        $12.9
                                                      =====        ====           ======             =======        =====
</TABLE>


The operating results of real estate held for sale are summarized below:

<TABLE>
<CAPTION>
                                                                                 Year Ended December 31,
                                                                  ---------------------------------------------------
                                                                         1996              1995             1994
                                                                         ----              ----             ----
                                                                                  (Dollars in Millions)
<S>                                                                 <C>              <C>            <C>    
  (Losses) gains from the sale of real estate and other
    net operating income........................................        $(3.5)           $(15.4)        $ 33.8
  (Provision for) recoveries of losses on real estate...........         (5.0)              7.4          (79.7)
                                                                        -----           -------         ------
                                                                        $(8.5)          $  (8.0)        $(45.9)
                                                                        ======          =======         ======
</TABLE>

            The following table presents the activity in the allowance for
losses on real estate held for sale:


<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                                     ------------------------------------------------------
                                                            1996              1995               1994
                                                            ----              ----               ----
                                                                (Dollars in Millions)
<S>                                                        <C>               <C>              <C>    
  Balance, January 1 .........................              $39.1             $95.7            $ 121.6
  (Recoveries of) provision for losses........                5.0              (7.4)              79.7
  Net charge-offs.............................              (33.2)            (49.2)            (105.6)
                                                           ------             -----           --------
  Balance, December 31........................              $10.9             $39.1           $   95.7
                                                            =====             =====           ========
</TABLE>


                                     F-76

<PAGE>





  NOTE 10: FEDERAL HOME LOAN BANK STOCK

     California Federal's investment in Federal Home Loan Bank of San
Francisco ("FHLB") stock at December 31, 1996 and 1995 was $166.8 million and
$135.7 million, respectively. The FHLB provides a central credit facility for
member institutions. As a member of the FHLB system, California Federal is
required to own capital stock in the FHLB in an amount at least equal to the
greater of 1% of the aggregate principal amount of its unpaid home loans, home
purchase contracts and similar obligations at the end of each calendar year,
assuming for such purposes that at least 30% of its assets were home mortgage
loans, or 5% of its advances (borrowings) from the FHLB. California Federal
was in compliance with this requirement at December 31, 1996. The fair value
of California Federal's FHLB stock approximates book value due to California
Federal's ability to redeem such stock with the FHLB at par value.

  NOTE 11: PREMISES AND EQUIPMENT

            Premises and equipment consists of the following:


<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                             ---------------------------------
                                                                                     1996            1995
                                                                                     ----            ----
                                                                                    (Dollars in Millions)
<S>                                                                                 <C>            <C>    
Land...................................................................             $ 11.6         $  12.0
Buildings..............................................................               96.5           103.8
Furniture and equipment................................................               94.7           102.6
                                                                                   -------         -------
                                                                                     202.8           218.4
Less accumulated depreciation..........................................             (143.9)         (147.2)
                                                                                    ------         -------
                                                                                    $ 58.9         $  71.2
                                                                                    ======         =======
</TABLE>


      California Federal has operating lease commitments on certain premises
and equipment. Lease expense, net of sublease income, totaled $25.2 million,
$25.5 million, and $30.7 million for the years ended December 31, 1996, 1995
and 1994, respectively. Sublease income totaled $9.7 million, $9.8 million,
and $10.3 million for the years ended December 31, 1996, 1995 and 1994,
respectively.

            Annual minimum lease commitments at the dates presented were:



<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                           ---------------------------
                                                                               1996            1995
                                                                               ----            ----
                                                                              (Dollars in Millions)
<S>                                                                          <C>            <C>    
Within one year.....................................................         $  21.9        $  22.3
Within two years....................................................            21.2           21.7
Within three years..................................................            23.0           20.2
Within four years...................................................            22.1           23.4
Within five years...................................................            23.4           22.9
Thereafter..........................................................           140.6          160.2
                                                                             -------         ------
                                                                              $252.2         $270.7
                                                                             =======         ======
</TABLE>


NOTE 12: ACCELERATED DISPOSITION OF ASSETS

      During 1994, California Federal completed the accelerated disposition of
$1.3 billion of performing and non-performing assets (the "1994 Bulk Sales").
The assets included in the 1994 Bulk Sales included loans receivable and REO.
The loans receivable were transferred from the portfolio of loans held for
investment to "held for accelerated disposition" as an integral part of
California Federal's 1994 program to raise capital, reduce non-performing
assets and improve operating efficiency. The 1994 Bulk Sales were designed to
reduce California Federal's non-performing assets and reduce California
Federal's exposure to certain performing loans with higher risk profiles than
California Federal wished to retain in its portfolio. In selecting performing
loans for the 1994 Bulk Sales, California Federal considered the credit risk
inherent in the loan, the concentration that certain loans possessed because
of the geographic location of the collateral, the size of the loan and/or the
overall relationship with certain borrowers. A substantial amount of the

                                     F-77

<PAGE>


performing loans sold as part of the 1994 Bulk Sales were classified as
substandard or designated as special mention. California Federal recorded a
$274.8 million loss from the 1994 Bulk Sales. California Federal recorded
$60.4 million of charge-offs, relating to previously established specific
allowances, on loans receivable included in the 1994 Bulk Sales.

NOTE 13: DEPOSITS

      California Federal obtains deposits primarily through a network of full
service branches located in California and Nevada. Deposits obtained by
California Federal are insured by the SAIF of the FDIC up to a maximum of
$100,000 for each depositor.

      A summary of deposit balances and weighted average rates at the dates
indicated follows:


<TABLE>
<CAPTION>
                                                         December 31, 1996               December 31, 1995
                                                  --------------------------       -----------------------------
                                                   Balance             Rate         Balance               Rate
                                                   -------             ----         -------               ----
                                                                        (Dollars in Millions)
<S>                                              <C>                  <C>          <C>                   <C>  
Passbook accounts ............................    $  424.1              2.21%        $509.7                2.22%
Money market accounts ........................     2,072.4              2.94        2,008.4                2.65
Non-interest bearing commercial...............       324.7              --            216.9                 --
                                                  --------                         --------
                                                   2,821.2                          2,735.0
Certificate accounts:
  2.00% to 2.99%..............................        10.6              2.77           16.5                2.86
  3.00% to 3.99% .............................         3.9              3.12           22.5                3.34
  4.00% to 4.99% .............................       146.0              4.73          208.2                4.61
  5.00% to 5.99% .............................     5,123.1              5.53        2,545.3                5.49
  6.00% to 6.99% .............................       538.3              6.35        3,630.4                6.26
  7.00% to 7.99% .............................       274.5              7.08          293.0                7.13
  8.00% to 8.99% .............................         1.1              8.12           23.3                8.45
  9.00% to 9.99% .............................          --              --              2.5                9.29
                                                  --------                         --------
     Total certificate accounts ..............     6,097.5              5.65        6,741.7                5.95
                                                  --------                         --------
                                                  $8,918.7              4.64%      $9,476.7                4.87%
                                                  ========                         ========
</TABLE>


      Deposit maturities are summarized as follows at the dates indicated:


<TABLE>
<CAPTION>
                                                                         December 31,
                                                               --------------------------------
                                                                    1996             1995
                                                                    ----             ----
                                                                    (Dollars in Millions)
<S>                                                               <C>              <C>     
Maturing within one year....................................      $6,522.6         $8,216.6
Maturing after one year and within two years................       1,890.5            946.6
Maturing after two years and within three years.............         360.0            196.2
Maturing after three years and within four years............          68.0             53.6
Maturing after four years and within five years.............          63.4             26.6
Thereafter..................................................          14.2             37.1
                                                                  --------         --------
                                                                  $8,918.7         $9,476.7
                                                                  ========         ========
</TABLE>


                                     F-78

<PAGE>



      Jumbo certificates and other deposit accounts with balances of $100,000
or greater included in the above table had the following remaining contractual
maturities:


<TABLE>
<CAPTION>
                                                                      At December 31,
                                                            -----------------------------------
                                                                  1996              1995
                                                                  ----              ----
                                                                   (Dollars in Millions)
<C>                                                             <C>                 <C>   
3 months or less ..........................................     $  862.3            $789.5
Over 3 months but within 6 months..........................        255.1             247.2
Over 6 months but within 12 months.........................        458.9             369.9
Over 12 months.............................................         67.4             112.2
                                                                --------          --------
                                                                $1,643.7          $1,518.8
                                                                ========          ========
</TABLE>


      At December 31, 1996, California Federal had $254.8 million of brokered
deposits. At December 31, 1995, California Federal had $273.8 million of
brokered deposits. Accrued interest payable on deposits at December 31, 1996
and 1995 was $2.8 million and $10.8 million, respectively, which is included
in "Interest payable" on the Consolidated Statements of Financial Condition.

      On August 4, 1994, California Federal completed the sale of 44 branches
located in Florida and Georgia ("Southeast Division"). At the time of the
sale, the Southeast Division had deposits totaling approximately $3.9 billion.
California Federal received a 4.10% deposit premium from the sale which
contributed to a net gain of $135.0 million recorded from the sale.

      During the second quarter of 1996, California Federal sold six branches
located in San Diego County, California, with deposits totaling approximately
$380 million. The sale of the branches resulted in a net gain of $12.0
million. The $12.0 million gain is included with "Other income" in the
Consolidated Statements of Operations.

      A summary of interest expense by deposit type is summarized in the table
below for the years indicated:



<TABLE>
<CAPTION>
                                                                    At December 31,
                                                    ----------------------------------------------
                                                         1996            1995            1994
                                                         ----            ----            ----
                                                               (Dollars in Millions)
<S>                                                    <C>             <C>             <C>    
Passbook accounts................................      $   9.6         $  11.1         $  14.9
Money market and NOW accounts....................         60.5            55.3            60.2
6-Month certificates.............................         29.9            26.2            27.8
9-Month to 1-Year certificates...................        103.0           133.5           113.5
Other certificates...............................        227.7           215.5           174.4
                                                        ------         -------         -------
                                                        $430.7          $441.6          $390.8
                                                        ======         =======         =======
</TABLE>


      Savings deposit fees, which are included as a component of "Fee income"
in the Consolidated Statements of Operations, totaled $30.5 million, $25.4
million, and $25.2 million for the years ended December 31, 1996, 1995 and
1994, respectively.

NOTE 14: ADVANCES FROM FEDERAL HOME LOAN BANK

      FHLB advances totaling $3,111.0 million at December 31, 1996 and
$2,671.0 million at December 31, 1995, principally adjustable rate, fixed
term, with interest rates ranging from 5.50% to 9.71%, are secured by MBS and
certain mortgage loans aggregating $4.3 billion and $3.6 billion at December
31, 1996 and 1995, respectively. The rates of the FHLB advances primarily
reprice based upon the LIBOR index and therefore are sensitive to its
volatility. Accrued interest payable on FHLB advances was $16.6 million at
both December 31, 1996 and 1995. The accrued interest on FHLB advances is
included with "Interest payable" on the Consolidated Statements of Financial
Condition.

                                     F-79

<PAGE>


      A summary of maturities of FHLB advances and weighted average interest
rates at December 31, 1996 and 1995 follows:


<TABLE>
<CAPTION>
                                                        1996                          1995
                                           ------------------------------  -------------------------
                                               Amount           Rate           Amount           Rate
                                               ------           ----           ------           ----
                                                               (Dollars in Millions)
<S>                                          <C>                 <C>        <C>                 <C>  
Maturing in one year......................   $3,100.0            5.66%      $   880.0           6.16%
Maturing in two years.....................        --             --           1,780.0           5.98
Maturing in three years...................       11.0            9.71             --             --
Maturing in four years....................        --             --              11.0           9.71
Maturing in five years....................        --             --               --             --
                                             --------                        --------
                                             $3,111.0            5.67%       $2,671.0           6.06%
                                             ========                        ========
</TABLE>

      At December 31, 1996, California Federal had credit availability with
the FHLB which allows borrowings up to 35% of California Federal's assets,
subject to the balance of pledged collateral, with terms up to ten years in
the form of FHLB Advances and Letters of Credit.

      During 1995, $1.6 billion of California Federal's FHLB advances,
utilized as a funding source for the sale of the Southeast Division, matured
and $0.3 billion matured in January 1996. Those borrowings bore an interest
rate based upon the one month LIBOR plus 0.27%. When those borrowings matured,
the FHLB offered to renew them. In order to reduce the cost of those
borrowings, California Federal entered into an interest rate swap agreement
which reduces the cost of the advances to approximately the one month LIBOR
plus 0.20%. The interest rate swap agreement was established such that the
index which determines the interest that California Federal receives is
identical to the index that California Federal pays relative to the FHLB
Advances. The notional amount of the swaps totaled $1.5 billion at December
31, 1995 and $1.8 billion at December 31, 1996 and the maturity of the swaps
is identical to that of the FHLB advances. The counterparty to the interest
rate swaps is an internationally recognized broker-dealer.

NOTE 15: SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

      The securities sold under agreements to repurchase ("reverse repurchase
agreements") were collateralized by MBS at both December 31, 1996 and 1995.
The following table provides additional information on the agreements:



<TABLE>
<CAPTION>
                                                                          1996             1995
                                                                          ----             ----
                                                                           (Dollars in Millions)
<S>                                                                      <C>              <C>    
Carrying value of agreements to repurchase........................       $ 978.4          $ 857.3
Carrying value of collateral......................................         975.7            908.9
Market value of collateral........................................         977.8            907.5
Maximum amounts of outstanding agreements
  at any month-end................................................       1,005.4          1,336.8
Average amounts of outstanding agreements.........................       1,042.7          1,098.9
Weighted average interest rate for the year.......................          5.40%            5.91%
Weighted average interest on year end balances....................          6.83%            5.56%
Weighted average maturity of outstanding agreements
  (days)..........................................................           109              148
</TABLE>


                                     F-80

<PAGE>



      The securities collateralizing these agreements are held in the
custodial account of a trustee that is not a party to the agreements until the
maturities of the agreements. For all of the agreements, the dealers have
agreed to resell the identical securities to California Federal. The following
table presents reverse repurchase agreements by counterparty:
<TABLE>
<CAPTION>
               COUNTERPARTY                     December 31, 1996            December 31, 1995
-------------------------------------------     -----------------            -----------------
                                                            (Dollars in Millions)


<S>                                                 <C>                         <C>   
Lehman Brothers............................         $461.3                      $780.9
Bear Stearns...............................          109.8                        76.4
Paine Webber...............................          407.3                         --
                                                    ------                      ------
                                                    $978.4                      $857.3
                                                    ======                      ======
</TABLE>


      Accrued interest related to reverse repurchase agreements at December
31, 1996 and 1995 totaled $1.8 million and $1.2 million, respectively.

NOTE 16: STUDENT LOAN MARKETING ASSOCIATION ADVANCES

      At December 31, 1995, the SLMA Advance totaled $200.0 million and was
secured by MBS with a carrying value of $108.6 million and government
securities with a carrying value of $124.9 million and had a weighted average
interest rate of 5.86%. The SLMA Advance outstanding at December 31, 1995
matured on September 18, 1996.

      Accrued interest related to the SLMA Advance at December 31, 1995
totaled $0.4 million.

NOTE 17: SUBORDINATED DEBENTURES

      California Federal's subordinated debentures consist of (i) a senior
subordinated note, (ii) subordinated debentures issued in connection with the
1992 corporate restructuring and (iii) convertible subordinated debentures.

     Senior Subordinated Note. California Federal has outstanding a $50.0
million, 10.68% unsecured senior subordinated note which is scheduled to
mature on December 22, 1998.

     1992 Subordinated Debentures. On December 16, 1992, California Federal
issued $13.6 million of 10.0% unsecured subordinated debentures due 2003.
California Federal repurchased $0.6 million and $8.7 million of these
debentures during 1996 and 1995, respectively, at no material gain or loss.

     Convertible Subordinated Debentures. The debentures were issued in 1986
by CalFed Inc., California Federal's former holding company, which as a result
of the 1992 corporate restructuring was merged with and into XCF Acceptance
Corporation ("XCF"), a subsidiary of California Federal. The debentures are
unsecured obligations of XCF, bear an annual interest rate of 6.5%, and,
effective January 1, 1996, are convertible into the common stock of Bancorp at
a conversion price of $143.95 per share. The debentures are redeemable at the
option of the holders on February 20, 2000, at 123% of their principal amount.

<TABLE>
<CAPTION>

                                                                                             Date of           Interest
                                                               December 31,                 Maturity             Rate
                                                    ---------------------------------       --------           --------
                                                          1996             1995
                                                          ----             ----
                                                                           (Dollars in Millions)
<S>                                                      <C>              <C>             <C>                 <C>   
Senior Subordinated Note..........................       $50.0            $50.0           Dec. 22, 1998        10.68%
1992 Subordinated Debt............................         4.3              4.9           Jan. 3, 2003         10.00
Convertible Subordinated Debentures...............         2.7              2.7           Feb. 20, 2001         6.50
                                                         -----            -----
                                                         $57.0            $57.6
                                                         =====            =====
</TABLE>


      Accrued interest related to subordinated debentures at December 31, 1996
and 1995 totaled $0.5 million and $0.4 million, respectively.



                                     F-81

<PAGE>





NOTE 18: INTEREST EXPENSE ON BORROWINGS

      Interest expense on borrowings is comprised of the following for the
years indicated:



<TABLE>
<CAPTION>
                                                                                           At December 31,
                                                                            --------------------------------------------
                                                                                 1996           1995            1994
                                                                                 ----           ----            ----
                                                                                        (Dollars in Millions)
<S>                                                                             <C>            <C>             <C>   
Securities sold under agreements to repurchase (short-term)...............      $ 56.3         $ 64.9          $ 68.5
FHLB advances (short-term)................................................        20.2           14.7             7.4
Other.....................................................................         1.0            --              --
                                                                                ------         ------          ------
  Interest expense on short-term borrowings...............................        77.5           79.6            75.9
                                                                                ------         ------          ------
Securities sold under agreements to repurchase (long-term)................         --             --              --
FHLB advances (long-term).................................................       145.4          139.4            76.2
Convertible subordinated debentures.......................................         0.2            0.2             0.2
Subordinated debentures...................................................         0.4            0.7             1.4
SLMA advances (long-term).................................................         8.2           29.2            16.5
Other.....................................................................         5.4            5.4             5.5
                                                                                ------         ------          ------
  Interest expense on long-term borrowings................................       159.6          174.9            99.8
                                                                                ------         ------          ------
Total Interest Expense on Borrowings......................................      $237.1         $254.5          $175.7
                                                                                ======         ======          ======
</TABLE>


NOTE 19: DERIVATIVE FINANCIAL INSTRUMENTS

      California Federal's use of derivative financial instruments is limited
to interest rate exchange agreements. California Federal utilizes interest
rate exchange agreements as an integral part of its asset/liability management
program.

      The primary focus of California Federal's asset/liability management
program is to measure and monitor the sensitivity of net interest income under
varying interest rate scenarios. On a quarterly basis, California Federal
simulates the level of net interest income expected to be earned over a twelve
month period following the date of the simulation. The simulation is based on
a projection of market interest rates at varying levels and estimates the
impact of such market rates on the levels of interest-earning assets and
interest-bearing liabilities during the measurement period. Also, any periodic
or lifetime caps that contractually limit the repricing of any interest
earning asset is considered.

      Based upon the outcome of the simulation analysis, California Federal
may consider the use of interest rate exchange agreements as a means of
reducing the volatility of projected net interest income within certain ranges
of projected changes in interest rates. California Federal evaluates the
effectiveness of entering into any interest rate exchange agreements by
measuring the cost of such agreements in relation to the reduction in net
interest income volatility within an assumed range of interest rates.



                                     F-82

<PAGE>



      The following tables present California Federal's interest rate exchange
agreements which were designated as hedges at December 31, 1996 and December
31, 1995:



<TABLE>
<CAPTION>
                                                                         December 31, 1996
                                      ------------------------------------------------------------------------------------------
                                          Notional                   Weighted              Weighted
                                           Amount                  Average Yield        Average Yield           Description of
       Type of interest rate            (Dollars in    Months to  Due to California      Payable by               Asset or
         exchange agreement              Millions)     Maturity       Federal         California Federal       Liability Hedged
         ------------------              ---------     --------       -------         ------------------       ----------------
<S>                                  <C>                  <C>        <C>                 <C>                  <C>          
Interest rate swap..............     $  370.0               2         5.48%               5.60%                 FHLB Advances
Interest rate swap..............        300.0               3         5.57                5.60                  FHLB Advances
Interest rate swap..............        415.0               4         5.49                5.61                  FHLB Advances
Interest rate swap..............        290.0               5         5.46                5.63                  FHLB Advances
Interest rate swap..............        105.0               6         5.47                5.56                  FHLB Advances
Interest rate swap..............        320.0               7         5.49                5.63                  FHLB Advances
Interest rate swap..............        300.0              11         6.08                5.56                  FHLB Advances
                                     --------
     Total......................     $2,100.0
                                     ========


<CAPTION>
                                                                                       December 31, 1995
                                       ----------------------------------------------------------------------------------------
                                                                     Weighted                                    
                                          Notional                 Average Yield           Weighted
                                           Amount                     Due to            Average Yield           Description of
       Type of interest rate            (Dollars in    Months to     California           Payable by               Asset or
         exchange agreement              Millions)     Maturity       Federal         California Federal       Liability Hedged
         ------------------              ---------     --------       -------         ------------------       ----------------
<S>                                  <C>                  <C>        <C>                 <C>                 <C>          
Interest rate swap...................    $  25.0          5              5.74%            8.77%              FHLB advances
Interest rate swap...................      500.0         10              5.94             5.63               FHLB advances
Interest rate swap...................      100.0          3              5.45             5.94               2-year fixed rate CDs
Interest rate swap...................      100.0          4              7.45             5.75               18-month fixed rate
                                                                                                             CDs
Interest rate swap...................      100.0          3              6.36             5.60               1-year fixed rate CDs
Interest rate swap...................    1,540.0         15              5.83             5.91               FHLB advances (a)
                                        --------
     Total...........................   $2,365.0
                                        ========
</TABLE>

----------

(a)         Please refer to Note 14 Advances from Federal Home Loan Bank for 
            further information about this interest rate swap.

                        The estimated fair value of swaps designated as hedges
at December 31, 1996 and 1995 were gains (losses) of
$11.1million and $7.1 million, respectively.

                        At December 31, 1995, California Federal had an index
amortizing interest rate swap which was designated as held
for trading with a notional balance of $50.0 million, with interest payable at
a variable rate determined by a specified index (three month LIBOR) in
exchange for interest receivable at a fixed rate. On October 9, 1996 the index
amortizing swap was sold. California Federal recorded a gain of $1.2 million
from the sale of the index amortizing swap.

                        At December 31, 1996 and 1995, California Federal was
also a party to an interest rate floor contract maturing
September 1998. In addition, California Federal was a party to an interest
rate floor contract that matured in June 1995. California Federal paid the
counterparties premiums in exchange for cash payments in the event that a
specified index (e.g., 5-year CMT, 1-year CMT) falls below the strike price.
At December 31, 1996, the notional amount of the remaining interest rate floor
was $100.0 million, the strike price was 3.38% and the monthly floating rate
was 5.50%. At December 31, 1995, the notional amount of the interest rate
floors was $100.0 million, the weighted average strike price was 3.38% and the
monthly floating rate was 5.29%. There was no unamortized premium on the
interest rate floors at 

                                     F-83

<PAGE>



December 31, 1996 or 1995. At December 31, 1996 the floating rate
exceeded the strike price by 2.12%. At December 31, 1995 the floating rate
exceeded the strike price by an average of 1.91%.

                        California Federal adheres to credit guidelines when
entering into interest rate exchange agreements in order to
minimize its exposure to credit loss in the event of non-performance by the
counterparties to the agreements. In the event that a counterparty to an
interest rate swap does not perform in accordance with the terms of the
agreement, California Federal would be at risk for the amount of the net
interest receivable due from the counterparty. At December 31, 1996,
California Federal was at risk for $9.6 million of net interest receivable
from its counterparties on its aggregate interest rate exchange portfolio.

NOTE 20: INCOME TAXES

     Income tax expense (benefit) consists of:

<TABLE>
<CAPTION>
                                                                                       At December 31,
                                                                     -----------------------------------------------
                                                                            1996            1995            1994
                                                                            ----            ----            ----
                                                                                (Dollars in Millions)
<S>                                                                       <C>           <C>             <C>     
Current Tax Expense (Benefit):
  Federal.....................................................              $(43.7)       $    --          $     --
  State..........................................................             20.1             0.1               --
                                                                           -------        --------         --------
                                                                             (23.6)            0.1               --
                                                                            ------        --------         --------
Deferred Tax Expense (Benefit):
  Federal........................................................             66.6           (31.4)           (49.0)
  State..........................................................             15.5            (9.6)           (12.3)
                                                                            ------        --------         --------
                                                                              82.1            41.0            (61.3)
Change in valuation allowance for deferred tax asset.............            (73.0)          (41.0)            61.3
                                                                            ------        --------         --------
  Net change in net deferred taxes...............................              9.1             --                --
                                                                          --------        --------         --------
  Total income tax expense (benefit).............................            (14.5)            0.1               --
  Total allocated to continuing operations.......................            (14.5)            0.1            $ 6.3
  Total allocated to Shareholder's Equity........................              --              --              (6.3)
                                                                          --------         -------         --------
     Total tax expense (benefit).................................         $  (14.5)          $ 0.1         $     --
                                                                          ========         =======         ========
</TABLE>












                                     F-84

<PAGE>



      The table below sets forth the significant components of the net
deferred tax asset/liability at December 31, 1996 and December 31, 1995 (as
adjusted and restated for 1995 and prior year tax returns filed through 1996):
<TABLE>
<CAPTION>
                                                                                                December 31,
                                                                                    ---------------------------------
                                                                                            1996             1995
                                                                                            ----             ----
                                                                                           (Dollars in Millions)
<S>                                                                                     <C>              <C>     
Components of the deferred tax asset:
  Bad debt reserve.............................................................           $ (39.0)         $ (53.9)
  Real estate and partnerships.................................................             (10.0)           (34.9)
  Prior year affirmative adjustments, net......................................              (0.2)           (52.3)
  Depreciation.................................................................              (6.0)            (9.1)
  Net operating loss carryforward..............................................             (90.3)           (69.3)
  Alternative minimum tax credit carryforward..................................              (7.1)           (27.7)
  State Income Taxes ..........................................................             (12.0)            (2.2)
  Stock Options ...............................................................              (0.2)            (3.6)
  Other........................................................................             (31.9)            (5.4)
                                                                                         ---------         -------
                                                                                           (196.7)          (258.4)
  Valuation allowance..........................................................              84.8            157.8
                                                                                         --------          -------
     Deferred tax asset, net of valuation allowance............................            (111.9)          (100.6)

Components of the deferred tax liability:
  Loan fees, interest and discount, net........................................              60.4             58.4
  FHLB stock...................................................................              41.0             36.5
  Accrued interest income......................................................              20.0             (3.3)
  Prepaid expense..............................................................               0.9              3.2
  Other........................................................................               5.0             12.1
                                                                                         --------          -------
     Deferred tax liability....................................................             127.3            106.9
                                                                                           ------          -------
     Net deferred tax liability................................................           $  15.4          $   6.3
                                                                                          =======          =======
Net state deferred tax liability...............................................           $  15.4          $   6.3
Net federal deferred tax liability.............................................               --               --
                                                                                          -------          -------
     Net deferred tax liability................................................           $  15.4          $   6.3
                                                                                          =======          =======
</TABLE>



      The change in the valuation allowance from December 31, 1995 relates to
the increase in the net taxable temporary differences not recognized for
current income tax purposes that create future tax benefits and liabilities
and adjustments made in contemplation of settlements related to the ongoing
federal and state examinations (see discussion below). The valuation allowance
of $84.8 million includes $7.6 million related to the $21.8 million balance of
an acquired federal net operating loss expiring in 2002 and 2003 and $70.1
million attributable to California Federal's federal and California tax losses
occuring in 1991 through 1995. To the extent California Federal realizes a tax
benefit not otherwise available as a result of the acquired federal net
operating loss, 65% of the tax benefits may be payable to the FDIC pursuant to
the acquisition agreement.

      California Federal generated net operating losses in 1993, 1994 and 1995
for federal income tax purposes of $22.5 million, $26.3 million and $146.2
million expiring in 2008, 2009 and 2010, respectively. In addition, California
Federal has adjusted net operating loss carryforwards from 1991, 1992, 1993,
1994, 1995 and 1996 for California franchise tax purposes of $2.1 million,
$22.4 million, $26.3 million, $35.0 million, $14.5 million and $27.2 million
expiring in 1998, 1999 and 2000, respectively. The expiration dates of the net
operating loss carryforwards may be accelerated as a result of the Merger. In
addition, California Federal also has alternative minimum tax credit
carryforwards of $2.2 million for federal income tax purposes and $4.9 million
for California franchise tax purposes which have no expiration date.

     On August 20, 1996, the Small Business Job Protection Act ("1996 Act")
was enacted into federal law generally effective for tax years beginning after
1995. One provision of the 1996 Act repealed the reserve method for computing
bad debt deductions for large (over $500 million in assets) savings
institutions for taxable years beginning in 1996. Another provision of the
1996 Act provided that beginning no later than 1998, an institution must
recapture into taxable income over six years the amount of "applicable excess
reserves." An institution's applicable excess reserves is generally the
institution's aggregate tax bad debt reserves at the end of 1995 over the
amount of its "adjusted base year

                                     F-85

<PAGE>

reserves." For taxable years subsequent to 1987, an institution's
adjusted base year reserves are generally the aggregate of its qualifying,
nonqualifying and supplemental tax bad debt reserves at December 31, 1987, the
first two of which being proportionately decreased for any reductions in the
institution's loan portfolio since such date to December 31, 1995. The 1996
Act further provided that an institution must recapture its adjusted base year
reserves if the institution no longer qualifies as a "bank" for federal income
tax purposes or if its tax bad debt reserves are used for the payment of
nontaxable dividends or other distribution (including distributions in
dissolution, liquidation or redemption of stock), generally as such rules
existed prior to the 1996 Act other than certain newly adopted preferred stock
exceptions.

      For federal income tax purposes for taxable years beginning before 1996,
savings institutions that met certain definitional and other tests were
allowed to compute a bad debt deduction based on either the percentage of
taxable income method or the experience method. Prior to the enactment of the
Tax Reform Act of 1986 ("1986 Act"), many qualifying institutions, including
California Federal, used the percentage of taxable income method which
generally resulted in a lower effective federal income tax rate than that
applicable to other types of corporations. However, the 1986 Act reduced the
maximum percent that could be deducted under the percentage of taxable income
method from 40% to 8% for tax years beginning after December 31, 1986; thus,
many qualifying institutions, including California Federal, began to use the
experience method beginning in 1987. For taxable years beginning prior to
1996, the amount by which a qualifying institution's actual tax bad debt
reserves exceeded an allowable offset computed under the experience method
("excess tax bad debt reserves") was, in certain situations involving the
payment of nontaxable dividends or other distributions (including distribution
in dissolution, liquidation or redemption in stock), subject to recapture and
includable in taxable income.

      The consolidated financial statements at December 31, 1996 and 1995 do
not include a potential federal income tax liability of $43.4 million
attributable to California Federal's tax bad debt reserves. Pursuant to the
1996 Act, circumstances that may require an accrual of this unrecorded tax
liability are a failure to meet the definition of a "bank" for federal income
tax purposes and dividend payments in excess of tax earnings and profits and
other distributions in dissolution, liquidation or redemption of stock,
excluding preferred stock meeting certain conditions.

      A reconciliation of total income tax expense (benefit) and the amount
computed by applying the statutory federal corporate income tax rate to
earnings (loss) from continuing operations before income tax expense (benefit)
follows:

<TABLE>
<CAPTION>
                                                                                       Percent of Pretax Earnings
                                                                           -------------------------------------------------
                                                                                         Year Ended December 31,
                                                                           -------------------------------------------------
                                                                                  1996            1995             1994
                                                                                  ----            ----             ----
<S>                                                                             <C>             <C>             <C>    
Statutory federal corporate income tax rate..........................              35.0%           35.0%           (35.0)%
State tax, net of federal income tax effect..........................              18.6%            0.1              0.7
                                                                                 ------           -----            -----
                                                                                   53.6            35.1            (34.3)
Increase (decrease) resulting from:
  Valuation allowance................................................             (65.2)          (33.5)            34.2
  Bad debt deduction.................................................               --              0.1              3.4
  Stock options......................................................              (2.4)           (1.6)             1.0
  Other, net.........................................................              (0.2)            --               0.1
                                                                                 ------           -----            -----
                                                                                  (14.2)%           0.1%             4.4%
                                                                                  =====           =====            =====
</TABLE>

      During the 1996 fourth quarter, California Federal recorded a net
current tax receivable of $23.6 million, representing the estimated net
recovery of prior years' federal and state taxes. This net tax receivable was
based on recently completed meetings with Internal Revenue Service ("IRS")
representatives whereby agreement was reached on certain tax positions taken
by California Federal. In addition, California Federal also recorded a $41.5
million receivable for the interest related to the net tax refund.

      In August 1996, California Federal received $62.9 million from the IRS
representing a refund of taxes in the amount of $12.4 million and interest
with respect thereto of $50.5 million. This refund was due to the settlement
of an IRS examination for the taxable years 1973 through 1981. Further, the
IRS and the California Franchise Tax Board ("FTB") have completed examinations
of California Federal's consolidated federal income tax returns through 1988
and combined California franchise tax reports through 1989, respectively, and 
have proposed certain adjustments primarily related to timing differences as 
to the recognition of taxable income and expense. California Federal 
previously filed


                                     F-86

<PAGE>


formal protests with both the IRS and the FTB to take exception to these
proposed adjustments and has filed claims for refund to recover its payment of
the assessed federal deficiencies. California Federal currently intends to
pursue most of the positions set forth in its federal and California protests
as well as in its federal refund claims.

      In addition, the IRS has completed its examination of the consolidated
federal income tax returns filed by California Federal's former life insurance
company affiliate, Beneficial Standard Life Insurance Company ("BSLIC"),
through 1989 and in December 1993, assessed certain deficiencies against
BSLIC. In March 1994, California Federal filed a Tax Court petition on behalf
of BSLIC, and in November 1995, the Tax Court rendered its decision affirming
California Federal's position on most of the issues contested by California
Federal on behalf of BSLIC.

      California Federal's current income tax receivables at December 31, 1996
and 1995 were $20.3 million and $7.9 million, respectively.

NOTE 21: FAIR VALUE OF FINANCIAL INSTRUMENTS

      The following summary presents a description of the methodologies and
assumptions used to estimate the fair value of California Federal's financial
instruments. Much of the information used to determine fair value is highly
subjective. When applicable, readily available market information has been
utilized. However, for a significant portion of California Federal's financial
instruments, active markets do not exist. Therefore, considerable judgment was
required in estimating fair value for certain items. The subjective factors
include, among other things, the estimated timing and amount of cash flows,
risk characteristics, credit quality and interest rates, all of which are
subject to change. Since the fair value is estimated as of December 31, 1996
and December 31, 1995, the amounts that will actually be realized or paid at
settlement or maturity of the instruments could be significantly different.

     Cash and Short-Term Investments

      The book value of cash and short-term investments approximates the fair
value of such assets because of the short maturity of such investments.

     Securities Purchased Under Agreements to Resell

      The book value of securities purchased under agreements to resell
approximates the fair value of such securities due to the short term maturity
of such investments.

     Securities Available for Sale and Securities Held to Maturity

      California Federal has utilized market quotes for similar or identical
securities in an actively traded market, where such a market exists, or has
obtained quotes from independent security brokers or dealers to determine the
fair value of its securities available for sale and securities held to
maturity.

     Loans Receivable

      The fair value of loans receivable was computed as follows: (i) for
loans held for sale, quotes were obtained from independent brokers or dealers;
(ii) for performing residential loans held for investment, California Federal
aggregated the loans into pools based upon secondary market requirements for
mortgage-backed securities and utilized market quotes for similar securities;
(iii) for performing consumer, commercial banking and income property loans,
the fair value was determined by a discounted cash flow analysis and (iv) the
fair value of impaired income property loans was determined on an individual
basis, based upon the fair value of the related collateral, reduced by an
estimate of the cost and timing of disposition. For impaired residential 1-4
and consumer loans, fair value was estimated based on a discounted cash flow
analysis, adjusted for California Federal's estimate of excess credit risk.



                                     F-87

<PAGE>



     Deposits

      The fair value of deposits was determined as follows: (i) for demand
deposits, passbook accounts, money market accounts and other deposits
immediately withdrawable, fair value was determined to approximate the amount
payable on demand and (ii) for fixed maturity deposits, the fair value was
estimated by discounting expected cash flows using an average of rates offered
by other institutions combined with California Federal's current offering
rates of term deposits with similar maturities. In accordance with SFAS 107,
no value has been assigned to California Federal's long-term relationships
with its deposit customers (core deposit intangible) since it is not a
financial instrument as defined under SFAS 107.

     Borrowings

      The fair value of California Federal's borrowings was determined as
follows: (i) the fair value of FHLB advances was based upon current rates for
advances with similar terms and maturities; (ii) the fair value of student
loan marketing advances was estimated to approximate the amounts due as the
rates on these borrowings fluctuate with a market index; (iii) the fair value
of reverse repurchase agreements was based upon the current pricing for such
agreements and (iv) the fair value of California Federal's various other
borrowings was based upon alternative borrowing costs.

     Off-Balance Sheet Financial Instruments

      The fair value of California Federal's off-balance sheet financial
instruments was determined as follows: (i) the fair value of interest rate
exchange agreements that do not have an active market was determined by
computing the net present value of the estimated interest due to California
Federal as compared to the estimated interest due to the counterparties of the
interest rate exchange agreements; (ii) the fair value of California Federal's
recourse arrangements on assets sold was determined to approximate the value
of the liability currently recorded for such recourse arrangements; and (iii)
California Federal's standby letters of credit and commitments to originate or
sell loans have terms that are consistent with current market terms.
Therefore, California Federal estimates that the face amount of these
commitments approximates book value.














                                     F-88

<PAGE>



      The following table presents fair value estimates and carrying amounts
for financial instruments at December 31, 1996 and December 31, 1995:

<TABLE>
<CAPTION>

                                                                    December 31, 1996                     December 31, 1995
                                                          ------------------------------------     -------------------------------
                                                               Carrying          Estimated           Carrying          Estimated
                                                                Amount           Fair Value           Amount           Fair Value
                                                               --------          ----------          --------          ----------
                                                                                     (Dollars in Millions)
<S>                                                           <C>                <C>                <C>                 <C>      
FINANCIAL INSTRUMENT ASSETS:
Cash......................................................    $    242.1         $   242.1          $    273.7          $   273.7
Short-term liquid investments.............................          69.0              69.0                74.1               74.1
Securities purchased under agreements to resell...........       1,310.1           1,310.1             1,674.6            1,674.6
Securities available for sale.............................           6.0               6.0               200.3              200.3
Securities held to maturity...............................       1,963.9           1,942.3             2,366.7            2,361.3
Loans receivable held for sale............................           8.7               8.7                13.6               13.8
Loans receivable held for investment (a)..................      10,099.4          10,179.6             9,290.0            9,246.1
Accrued interest receivable and other.....................          78.7              78.7                83.4               98.4
FINANCIAL INSTRUMENT LIABILITIES:
Savings deposits (b)......................................       8,918.7           8,952.4             9,476.7            9,534.6
Advances from Federal Home Loan Banks.....................       3,111.0           3,096.7             2,671.0            2,676.0
Securities sold under agreements to repurchase............         978.4             980.0               857.3              852.2
Student loan marketing association advances...............           --                --                200.0              193.9
Other borrowings..........................................          57.3              62.8                58.1               65.3
Interest payable..........................................          21.7              21.7                29.4               29.4
Other liabilities.........................................         146.4             146.4               140.6              140.6
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS:
Interest rate swaps (designated as a hedge)...............           --               11.1                 --                 7.1
Interest rate swaps (designated as held for trading) (c)..           --                --                 (0.3)              (0.3)
Loans sold with recourse (d)..............................          $9.7              $9.7               $11.5              $11.5

</TABLE>
----------

      (a)  Please see Note 8 Loans Receivable Held for Investment for 
           additional detail.

      (b)  The fair value does not include any amount that relates to core
           deposit intangibles, since they are not defined as financial
           instruments under SFAS 107.

      (c)  The estimated fair values represent either a net gain or a net 
           (loss). The net loss has been reflected in the Consolidated 
           Statement of Financial Position as a component of  "other 
           liabilities."

      (d)  These amounts represent California Federal's estimate of its credit
           exposure with respect to loans sold with recourse.


NOTE 22: COMMITMENTS AND CONTINGENCIES

      California Federal is a party to various outstanding commitments and
contingent liabilities in the normal course of business which are not
reflected in the accompanying consolidated financial statements. The following
is a summary of such commitments and contingencies:


                                                      December 31,
                                             ----------------------------
                                                 1996           1995
                                                 ----           ----
                                                (Dollars in Millions)
Standby letters of credit...................    $ 49.8         $ 57.9
Commitments to sell loans...................       5.5           15.7
Commitments to fund fixed rate loans........     189.6          232.0
Commitments to fund adjustable rate loans...      57.8           98.3



      California Federal makes contractual commitments to extend credit, which
are legally binding agreements to lend money to customers at predetermined
interest rates for a specified period of time. California Federal does not
anticipate 

                                     F-89

<PAGE>


any material loss as a result of these transactions. California
Federal applies the same credit standards used in the lending
process when extending these commitments, and periodically reassesses the
customers' creditworthiness through ongoing credit reviews.

      The fair value of California Federal's commitments at December 31, 1996
and 1995 was based upon (i) the contractual terms of the commitment as
compared to market terms, (ii) the period of time that the commitments could
be exercised and (iii) the inherent credit risk of the commitments. The fair
value of California Federal's commitments approximates the amount of the
outstanding commitments at December 31, 1996 and 1995.

      During the second quarter of 1995, California Federal provided an
allowance with respect to certain litigation involving loans made in 1989 and
1990 to California Communities Inc. ("CCI"), a currently inactive subsidiary
of California Federal formerly engaged in real estate development activities.
During the second quarter of 1995, an Orange County, California Superior Court
jury rendered a verdict in which it determined that California Federal was
financially liable for two loans made to CCI by the plaintiff. CCI
subsequently defaulted on the loans. The jury awarded the plaintiff $6.5
million in compensatory damages and punitive damages of $20.0 million against
California Federal and $5.0 million against CCI. California Federal has begun
the process of appealing the judgment. While California Federal believes that
its liability from this litigation, if any, will be less than the amount
awarded by the jury, there can be no assurance that the ultimate outcome of
this litigation will result in an amount less than the amount determined by
the jury and it is possible that California Federal and its subsidiary could
ultimately be found liable for an amount in excess of the allowance that has
been established. The provision for this allowance has been included in 1995
real estate operations.

      California Federal is involved as a defendant in certain legal
proceedings incidental to its business. California Federal has established an
accrual for its estimate of the potential liability that it believes it may be
found liable for. However, it is possible that California Federal's actual
liability may be substantially higher or lower than the amount of the
established allowance. California Federal does not believe that the litigation
to which it is a party, if adversely decided, in the aggregate would have a
material adverse effect upon California Federal.

NOTE 23: SHAREHOLDER'S EQUITY AND REGULATORY CAPITAL

      California Federal's shareholder's equity at December 31, 1996 was
comprised of common stock and 105/8% noncumulative perpetual preferred stock,
Series B. At December 31, 1995, in addition to the common stock and preferred
stock, Series B, the shareholder's equity of California Federal included the 
7 3/4% noncumulative convertible preferred stock, Series A.

     Common Stock

      During the fourth quarter of 1995, California Federal obtained
regulatory and shareholder approval to reorganize into a holding company
structure to provide greater flexibility for meeting future financial and
competitive needs. As a result of the reorganization, on January 1, 1996, each
share of California Federal's common stock was converted into one share of
Bancorp common stock. Consequently, California Federal became a wholly-owned
subsidiary of Bancorp.

     7 3/4% Noncumulative Convertible Preferred Stock, Series A, 
     Par Value $25.00 Per Share

      In March 1993, California Federal issued 3,740,000 shares of 7 3/4%
noncumulative convertible preferred stock at its liquidation preference of
$25.00 per share (the "Preferred Stock, Series A"). The issuance of the
Preferred Stock Series A, resulted in an $89.0 million increase in California
Federal's equity capital, after deducting issue costs of $4.5 million.
Effective January 1, 1996, the Preferred Stock, Series A, was convertible by
the holders into the common stock of Bancorp at any time at a conversion price
of $20.16 per share, subject to adjustment. During the second quarter of 1996
California Federal called for redemption all 3,740,000 shares of the Preferred
Stock, Series A. Except for the conversion of 18,820 shares into 23,336 shares
of the Bancorp's common stock, the Series A shares were redeemed effective
June 14, 1996 at a redemption price of $25.00 per share, plus a dividend of
$0.398264 per share.

                                     F-90

<PAGE>



     10 5/8% Noncumulative Perpetual Preferred Stock, Series B, 
     Par Value $100.00 Per Share

      In March 1994, California Federal issued 1,725,000 shares of 105/8%
noncumulative perpetual preferred stock at its liquidation preference of
$100.00 per share (the "Preferred Stock, Series B"). The issuance of the
Preferred Stock, Series B resulted in an $164.2 million increase in California
Federal's equity capital, after deducting issue costs of $8.3 million. The
Preferred Stock, Series B, is generally not redeemable prior to April 1, 1999.
The Preferred Stock, Series B, is redeemable at the option of California
Federal, in whole or in part, at $105.313 per share on or after April 1, 1999
and prior to April 1, 2000, and at prices decreasing annually thereafter to
the liquidation preference of $100.00 per share on or after April 1, 2003,
plus declared but unpaid dividends. In addition, the Preferred Stock, Series
B, is redeemable at the option of California Federal or its successor or any
acquiring or resulting entity with respect to California Federal on or after
April 1, 1996 and prior to April 1, 1999 in whole, but not in part, in the
event of a change of control of California Federal at $114.50 per share.

     Participation Interests

      During 1995, California Federal registered contingent litigation
recovery participation interests ("Participation Interests") to be issued to
its common shareholders. The Participation Interests represent a right to
receive an amount equal to up to 25.377745% of the cash payment, if any,
actually received by California Federal, resulting from California Federal's
pending goodwill lawsuit against the Federal government. In the lawsuit,
California Federal alleges that the United States breached certain contractual
commitments regarding the computation of its regulatory capital and deprived
California Federal of certain of its property without just compensation in
violation of the United States constitution. California Federal's claims arose
from changes, mandated by FIRREA, with respect to the rules for computing
California Federal's regulatory capital. California Federal's shareholders of
record on July 14, 1995 received one Participation Interest for every ten
shares of common stock owned on the record date. The Participation Interests
were distributed on July 28, 1995 and began trading on the NASDAQ Small Cap
Market under the symbol "CALGZ" on August 1, 1995.

      During 1996, California Federal registered Secondary Contingent
Litigation Recovery Participation Interests ("Secondary Participation
Interests") to be issued to the common shareholders of Bancorp in connection
with the acquisition of Bancorp by Holdings (the "Merger"). One Secondary
Participation Interest was distributed to shareholders for each ten common
shares of Bancorp held at the closing of the Merger which occurred January 3,
1997. The Secondary Participation Interests represent the right to participate
in the cash proceeds, if any, recovered in California Federal's pending
breach-of-contract lawsuit against the Federal government relating to the
phase-out of supervisory goodwill resulting from the enactment of FIRREA in
1989. Each Secondary Participation Interest will entitle the holder to receive
a pro rata portion of 60% of the net distributable cash proceeds, if any, of
California Federal's goodwill lawsuit after (a) payment of expenses, (b) pro
forma taxes, (c) the net cash proceeds distributable to the holders of the
Participation Interests, and (d) the retention of $125 million of net
distributable cash proceeds by First Nationwide. The Secondary Participation
Interests were distributed and began trading on the NASDAQ Small Cap Market
under the symbol "CALGL" in January 1997.





                                     F-91

<PAGE>



     Regulatory Capital

      As a savings institution which is regulated by the OTS, California
Federal is required to comply with the capital requirements of the OTS. The
regulations of the OTS require savings institutions to maintain certain
minimum levels of regulatory capital. An institution that fails to comply with
its regulatory capital requirements must obtain OTS approval of a capital plan
and can be subject to a capital directive and certain restrictions on its
operations. An institution that fails to obtain OTS approval of its capital
plan is deemed to be in an unsafe and unsound condition and could be the
subject of the appointment of a conservator or a receiver. At December 31,
1996, the industry-wide minimum regulatory capital requirements were:

        o Tangible capital of 1.5% of adjusted total assets, consisting
        generally of stockholder's equity, but excluding most intangible
        assets such as goodwill.

        o A leverage ratio requiring core capital of 3.0% of adjusted total
        assets, consisting of tangible capital plus supervisory goodwill
        (certain goodwill arising as a result of the acquisition of troubled
        institutions and regulatory assisted acquisitions).

        o Total risk-based capital consisting of core capital plus certain
        subordinated debt and other capital instruments and general valuation
        allowances on loans receivable equal to 8.0% of the value of
        risk-weighted assets plus off-balance sheet items.

      The table below presents California Federal's capital ratios as compared
to the industry-wide minimum capital requirements at December 31, 1996:

<TABLE>
<CAPTION>
                                    California               Regulatory             Excess
                                     Federal                 Requirement            Capital
                              -------------------       --------------------        -------
                                                (DOLLARS IN MILLIONS)
<S>                           <C>           <C>         <C>            <C>          <C>   
Tangible Capital............  $828.5        5.85%       $212.3         1.50%        $616.2
Core Capital................   828.5        5.85         424.6         3.00          403.9
Risk-based Capital..........   945.2       12.01         630.2         8.00          315.0
</TABLE>



      The OTS has implemented a system requiring regulatory sanctions against
institutions that are not adequately capitalized, with the sanctions growing
more severe the lower the institution's capital. The OTS has established
specific capital ratios for five separate capital categories:
"wellcapitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized."

      Under the OTS regulations, an institution is treated as well-capitalized
if its ratio of total capital to risk-weighted assets is 10.0% or more, its
ratio of core capital to risk-weighted assets is 6.0% or more, its ratio of
core capital to total assets is 5.0% or greater and it is not subject to any
order or directive by the OTS to meet a specific capital level.

      At December 31, 1996, (i) California Federal's total risk-based capital
ratio was 12.01%, $158.1 million in excess of "well-capitalized" requirements,
(ii) California Federal's Tier 1 risk-based capital ratio was 10.56%, $357.6
million in excess of "well-capitalized" requirements, and (iii) California
Federal's leverage ratio was 5.85%, $120.7 million in excess of
"well-capitalized" requirements. Therefore, at December 31, 1996, California
Federal met and exceeded all of the requirements of a well-capitalized
institution.

      An institution is undercapitalized if its ratio of total capital to
risk-weighted assets is less than 8.0%, its ratio of core capital to
risk-weighted assets is less than 4.0% or its ratio of core capital to total
assets is less than 4.0% (3.0% if the institution receives the highest rating
on the CAMEL examination rating system). An institution whose capital falls
between the well-capitalized and undercapitalized levels is treated as
adequately capitalized. An institution is treated as significantly
undercapitalized if the above capital ratios are less than 6.0%, 3.0%, or 3.0%
respectively. An institution is treated as critically undercapitalized if its
ratio of tangible equity (core capital, plus cumulative preferred stock, minus
intangible assets other than qualifying supervisory goodwill and certain
purchased mortgage servicing rights) to total assets is equal to or less than
2.0%. The OTS can apply to an institution in a particular capital category the
sanctions that apply to the next lower capital category if the OTS determines, 
after providing the institution notice and opportunity 

                                     F-92

                                  
<PAGE>

for a hearing, that (i) the institution is in an unsafe and unsound
condition, or (ii) the institution received, in its most recent report of
examination, a less than satisfactory rating for asset quality, management,
earnings, or liquidity, and the deficiency has not been corrected. The OTS
cannot, however, use this authority to require an adequately capitalized
institution to file a capital restoration plan, or to subject a significantly
undercapitalized institution to the sanctions applicable to critically
undercapitalized institutions.

      Following is a reconciliation of California Federal's shareholder's
equity to regulatory capital as of December 31, 1996:

<TABLE>
<CAPTION>
                                                                Tangible           Core          Risk-based
                                                                 Capital          Capital          Capital
                                                                --------          -------        ----------
                                                                           (Dollars in Millions)
<S>                                                              <C>              <C>               <C>   
Shareholder's Equity of California Federal...................    $864.9           $864.9            $864.9
Non-allowable capital:
  Intangible assets..........................................     (15.7)           (15.7)            (15.7)
  Investment in non-permissible subsidiaries.................     (20.7)           (20.7)            (20.7)
Tier II capital items:
  Allowable subordinated debt................................       --               --               18.7
  Allowable general valuation allowance on loans
     receivable (limited to 1.25% of risk-weighted
     assets).................................................       --               --               98.0
                                                                 -----            ------            -------
Regulatory capital of California Federal.....................     828.5            828.5             945.2
Bank's minimum regulatory capital requirement................     212.3            424.6             630.2
                                                                 ------           ------            ------
  Excess over minimum regulatory capital requirements........    $616.2           $403.9            $315.0
                                                                 ======           ======            ======
</TABLE>

      California Federal's investments in and extensions of credit to any
subsidiary engaged in activities not permissible for a national bank
("non-includable subsidiaries") must be deducted from capital.

     Restriction on Shareholder's Equity and Dividends

      The payment of dividends, stock repurchases, and other capital
distributions by California Federal are subject to regulation by the OTS. The
OTS requires 30 days prior notice of any capital distribution. On December 5,
1994, the OTS proposed various amendments to its rules on capital
distributions to conform them to the prompt corrective action system
established by the Federal Deposit Insurance Corporation Improvement Act of
1991. Under the proposed regulation, those institutions that have the CAMEL
ratings of 1 or 2 and are not controlled by a holding company would no longer
be required to notify OTS before capital distributions. Most other savings
institutions could make capital distributions upon giving notice to OTS
provided that, following the distribution, the institution would remain at
least adequately capitalized as defined by the prompt corrective action
system. The proposed amendments are pending. Pursuant to statutes, savings
institutions that do not meet their current capital requirements generally may
not make any capital distributions.

     Tax Bad Debt Reserves

      On August 20, 1996, the Small Business Job Protection Act ("1996 Act")
was enacted into federal law generally effective for the tax years beginning
after 1995. Although the 1996 Act repealed the reserve method for computing
bad debt deductions for large savings institutions, it generally retained
prior law regarding recapture of tax bad debt reserves. Under the 1996 Act, a
savings institutions must recapture its adjusted base year reserves if the
institution no longer qualifies as a "bank" for federal income tax purposes or
if its tax bad debt reserves are used to pay nontaxable dividends or make
other distributions in dissolution, liquidation or redemption of stock,
excluding preferred stock meeting certain conditions. Similar to pre-1996
federal tax law, the amount includable in taxable income is equal to the
distribution plus the federal income tax attributable thereto, up to the
aggregate amount of the adjusted base year reserves. At December 31, 1996,
California Federal's adjusted base year reserves were approximately $124
million.

                                     F-93

<PAGE>

      Prior to 1996, federal tax law provided that savings institutions that
met certain definitional and other tests were allowed special bad debt reserve
deductions. If amounts appropriated to these tax bad debt reserves in excess
of an allowable offset computed under the experience method ("excess tax bad
debt reserves") were used for the payment of nontaxable dividends or other
distributions to stockholders (including distributions in dissolution,
liquidation or redemption of stock), an amount will generally be includable in
taxable income up to the aggregate amount of excess tax bad debt reserves. At
December 31, 1995, California Federal's total tax bad debt reserves of
approximately $195 million did not include any amount which may represent
excess tax bad debt reserves.

NOTE 24: EMPLOYEE RETIREMENT BENEFIT PLANS

       Retirement Plans

      California Federal has two defined benefit plans: one covering its
employees ("retirement income plan") and one for the non-employee directors
("outside directors plan"). The outside directors plan was terminated as of
the date of the merger with Holdings, and liquidated for the amount of $1.0
million. Prior to 1995, California Federal had two outside directors plans.
During 1995, one of the outside directors plans was terminated and
subsequently liquidated.

      Effective May 31, 1993, the retirement income plan was frozen and all
accrued benefits became 100% vested. However, credited service will continue
to accrue for purposes of determining eligibility for early retirement (and
the applicable early retirement reduction factors). Effective May 1, 1996 the
plan was also amended to generally allow a vested participant whose
termination of employment occurred before June 1, 1996 and whose benefit was
not eligible to be paid in a lump sum cash distribution, to elect to receive a
severance benefit in a single lump sum payment. The participant was to make
the election and receive the distribution prior to July 31, 1996. This
resulted in a decrease in projected benefit obligation.

      California Federal's funding policy for the retirement income plan is to
contribute an amount equal to the minimum required contribution under the
Employee Retirement Income Security Act of 1974. California Federal from time
to time may increase its contribution beyond the minimum reflecting the tax
and cash position of California Federal and the funded status of the plan.
Additionally, California Federal had a supplemental defined benefit retirement
plan for key employees (the "supplemental plan") which was terminated on
December 31, 1993. California Federal has recorded a liability of $0.1 million
as of December 31, 1996 related to the supplemental plan.

                                     F-94

<PAGE>



      The following tables set forth the funded status of the pension plan and
amounts recognized in California Federal's consolidated statements for the
years indicated:

<TABLE>
<CAPTION>
                                                                                        Retirement Income Plan
                                                                            ---------------------------------------------
                                                                            Accumulated         Assets           Assets
                                                                              Benefits          Exceed           Exceed
                                                                               Exceed        Accumulated      Accumulated
                                                                               Assets          Benefits         Benefits
                                                                            ------------     -----------      -----------
                                                                                1996             1995             1994
                                                                                ----             ----             ----
                                                                                        (Dollars in Millions)
<S>                                                                            <C>            <C>           <C>  
Actuarial present value of benefit obligations:
  Accumulated benefit obligation, including vested
        benefits of $18.4 million in 1996, $34.4 million
        in 1995, $30.9 million in 1994.....................................       $19.3          $35.3         $30.1
                                                                                  =====         ======         =====

  Projected benefit obligation for service rendered to date................       $19.3          $35.3         $30.1
  Plan assets at fair value, primarily listed stock and
        fixed income securities............................................        19.2           35.5          33.3
                                                                                  -----         ------         -----
 Projected benefit obligation greater than (or less than)
        plan assets .......................................................         0.1           (0.2)         (3.2)
  Unrecognized net gain (loss) from past experience
        different from that assumed........................................        (3.9)          (7.7)         (3.3)
  Adjustment required to recognize minimum liability ......................         3.9            --            --
                                                                                  -----          -----         -----
Pension (asset) liability included in other liabilities (assets)...........         0.1          $(7.9)        $(6.5)
                                                                                  =====          =====         =====

Net pension expense included the following components:
   Interest cost on projected benefit obligation...........................       $ 2.0          $ 2.0         $ 2.4
   Actual return on plan assets............................................        (1.9)          (5.7)         (1.5)
   Other, net..............................................................         0.1            3.3          (1.3)
                                                                                  -----          -----         -----
Net periodic pension (income) expense                                               0.2           (0.4)        $(0.4)
   Adjustment for settlement of obligations ...............................         3.9            --            --
                                                                                  -----          -----         -----
Total periodic pension expense, net of adjustment .........................       $ 4.1          $(0.4)        $(0.4)
                                                                                  =====          =====         =====
</TABLE>


      Average assumptions used for all plans were:

<TABLE>
<CAPTION>
                                                                              As of December 31,
                                                            --------------------------------------------------------
                                                                  1996               1995                1994
                                                                  ----               ----                ----
<S>                                                              <C>                <C>                 <C>  
Discount rate.............................................        7.75%              7.25%               8.00%
Rate of increase in compensation levels...................         N/A (a)            N/A (a)             N/A (a)
Expected long-term rate of return on assets...............        8.50%              8.50%               8.50%
</TABLE>

----------

(a)   Not applicable due to a freeze in accrued benefits of the plan.

      The FASB has issued Statement of Financial Accounting Standards No. 106,
Employers' Accounting for Postretirement Benefits Other Than Pensions ("SFAS
106"). SFAS 106 became effective for fiscal years beginning after December 15,
1992. SFAS 106 establishes accounting standards for all employers'
postretirement benefits other than pensions; however, it focuses on
postretirement health care benefits. SFAS 106 changes the current practice of
accounting for postretirement benefits on a cash basis by accruing the cost of
these benefits during the years the employee renders the necessary service.
California Federal has a defined benefit postretirement plan which provides
for postretirement medical benefits to eligible retired employees.

                                     F-95

<PAGE>



      The following table sets forth the postretirement benefits plans funded
status and amount recognized in California Federal's consolidated statements
for the years ended December 31, 1996 and 1995:

<TABLE>
<CAPTION>
                                                                                                        1996           1995
                                                                                                        ----           ----
                                                                                                       (Dollars in Millions)
<S>                                                                                                   <C>            <C>  
Accumulated Postretirement Benefit Obligation:
  Current Retirees................................................................................      $1.8           $ 2.1
  Current Actives.................................................................................       0.9             1.0
                                                                                                        ----           -----
        Total ....................................................................................       2.7           $ 3.1
                                                                                                        ====           =====

Accumulated Postretirement Benefit Obligation.....................................................      $2.7           $ 3.1
Plan assets at fair value.........................................................................       --              --
                                                                                                        ----           -----
        Excess of accumulated postretirement benefit obligations greater than plan assets.........       2.7             3.1
Unrecognized transition obligation................................................................      (3.8)           (4.0)
Unrecognized net gain.............................................................................       3.7             3.1
                                                                                                        ----           -----
        Net postretirement benefit liability included in other liabilities........................      $2.6            $2.2
                                                                                                        ====           =====

Net Periodic Postretirement Benefit Cost:
  Service cost....................................................................................      $0.2             0.2
  Interest cost...................................................................................       0.2             0.3
  Amortization of transition obligation...........................................................       0.2             0.2
  Other, net......................................................................................      (0.2)           (0.2)
                                                                                                        ----           -----
        Net periodic postretirement benefit cost..................................................      $0.4           $ 0.5
                                                                                                        ----           -----

Effect of one percent increase in trend rates:
  Service and interest cost.......................................................................      $0.1           $ 0.1
                                                                                                        ----           -----
  Accumulated postretirement benefit obligation...................................................      $0.3           $ 0.4
                                                                                                        ----           -----
</TABLE>


      The cost of inflation for health care and medical costs of plan
participants (the "health care trend rate") was assumed to start at 11.0% for
1996, and gradually trend downward over 10 years to 6%. The assumed discount
rate, in determining postretirement benefits, was 7.75% and 7.25% at December
31, 1996 and 1995, respectively. At December 31, 1996 and 1995, there were no
plan assets related to this plan.


                                     F-96

<PAGE>



Investment Plus Plan

      The Investment Plus Plan (the "Plan") is a defined contribution plan
that is available to substantially all employees. The Plan is a qualified plan
under Section 401(k) of the Internal Revenue Code. Employee contributions are
voluntary, as employees may elect to defer from one to ten percent of
compensation, exclusive of overtime, bonuses or other special payments
("qualifying compensation"). Participants vest immediately in their own
contributions and they vest in California Federal's contributions based 
on years of service. Up to 4% of participants' contributions are matched 
by California Federal on a schedule that is determined by the participants' 
years of service with California Federal. The table below presents California 
Federal's matching contributions as determined by the participants' 
years of service.

<TABLE>
<CAPTION>

                                                                      Bank's Matching
                                                                      of Participants'          Participants'
                                                                      Contributions up          Vesting in the
                                                                     to 4% of Qualified             Bank's
                        Years of Service                                Compensation             Contribution
                        ----------------                             ------------------          ------------
<S>                                                                     <C>                         <C>
At least 3 months but less than 2 years.........................           125%                         0%
At least 2 years but less than 3 years..........................           125                         25
At least 3 years but less than 4 years..........................           125                         50
At least 4 years but less than 5 years..........................           125                         75
At least 5 years, but less than 10 years........................           150                        100
10 or more years................................................           200                        100
</TABLE>


      California Federal's contributions may be made without regard to current
or accumulated profits, provided that the Plan is designed to qualify as a
profit sharing plan for purposes of Section 401(a), et seq. of the Internal
Revenue Code. For the years ended December 31, 1996, 1995 and 1994, California
Federal's pre-tax Plan expense was $4.0 million, $3.9 million and $4.2
million, respectively. As of the date of the merger with First Nationwide
Holdings Inc., the Company contributions of all active participants became
100% vested.

NOTE 25: QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       Quarter Ended
                                                           -----------------------------------------------------------------------
                                                                 March 31,      June 30,     September 30,   December 31,
                                                                   1996           1996           1996            1996
                                                                   ----           ----           ----            ----
                                                                                   (Dollars in Millions)
<S>                                                               <C>            <C>             <C>            <C>  
Interest income........................................            $256.9         $252.1          $252.6         $253.7
Interest expense..........................................          171.6          163.5           166.5          166.2
                                                                   ------         ------          ------         ------
Net interest income.......................................           85.3           88.6            86.1           87.5
Provision for loan losses.................................           10.2           10.2            10.4           10.5
Other income..............................................           15.8           27.9 (a)        18.2           58.1 (c)
Other expenses............................................           60.8           61.6           117.6 (b)       84.3
Income tax expense (benefit)..............................           --              0.1            --            (14.6)(d)
                                                                   ------         ------          ------          -----
Net earnings (loss).......................................          $30.1          $44.6           (23.7)         $65.4
                                                                   ======         ======          ======          =====
<FN>
-------------------

(a)   The increase in other income during the second quarter of 1996 represents the $12.0 million gain on the sale of six
      branches in San Diego.

(b)   The increase in other expenses during the third quarter of 1996 resulted from the accrual of $58.1 million for a one-
      time special SAIF assessment.

(c)   Other income increased during the fourth quarter of 1996 as a result of a $42.2 million income tax refund.

(d)   The income tax benefit for the fourth quarter of 1996 resulted from adjustments to prior years income taxes.

</TABLE>


                                     F-97

<PAGE>

<TABLE>
<CAPTION>
                                                                          QUARTER ENDED
                                      -------------------------------------------------------------------------------------
                                            MARCH 31,              JUNE 30,           SEPTEMBER 30,         DECEMBER 31,
                                              1995                  1995                  1995                 1995
                                              ----                  ----                  ----                 ----
                                                                      (DOLLARS IN MILLIONS)
<S>                                       <C>                   <C>                   <C>                  <C>   
Interest income......................       $245.6                $252.1                $249.9               $260.4
Interest expense.....................        172.8                 175.7                 170.0                177.6
                                            ------                ------                ------               ------
Net interest income..................         72.8                  76.4                  79.9                 82.8
Provision for loan losses............          8.3                   8.6                   7.6                  7.3
Other income.........................         14.5                  14.3                  21.5 (A)             13.2
Other expenses.......................         64.3                  60.3                  61.9                 63.4
Income tax expense...................          --                    0.1                   --                   --
                                             -----                 -----                ------               ------
Net earnings.........................        $14.7                 $21.7                 $31.9                $25.3
                                             =====                 =====                ======               ======
<FN>
--------------

(A)   Other income increased during the third quarter of 1995 as a result of $6.8 million of gains on the sale of $729.3
      million of securities held for sale.

</TABLE>

      NOTE 26: SUBSEQUENT EVENTS

            On July 29, 1996 Bancorp, the parent company of California
Federal, announced that it had entered into a definitive merger agreement with
Holdings, the parent company of First Nationwide Bank, A Federal Savings Bank
("First Nationwide"), pursuant to which on January 3, 1997, Holdings acquired
100% of the outstanding stock of Cal Fed and California Federal. The aggregate
consideration paid consisted of approximately $1.2 billion in cash and the
issuance of litigation interest owned by Cal Fed. The terms of the merger
agreement provided for each Bancorp stockholder to receive a cash payment of
$23.50 per common share plus a new security (see "Secondary Participation
Interests" below).

      During 1996, California Federal registered Secondary Participation
Interests to be issued to the common shareholders of Bancorp in connection
with Merger. One Secondary Participation Interest was distributed to
shareholders for each ten common shares of Bancorp held at the closing of the
Merger which occurred January 3, 1997. The Secondary Participation Interests
represent the right to participate in the cash proceeds, if any, recovered in
California Federal's pending breach-of-contract lawsuit against the federal
government relating to the phase-out of supervisory goodwill resulting from
the enactment of FIRREA in 1989. Each Secondary Participation Interest will
entitle the holder to receive a pro rata portion of 60 percent of the net
distributable cash proceeds, if any, of California Federal's goodwill lawsuit
after (a) payment of expenses, (b) pro forma taxes, (c) the net cash proceeds
distributable to the holders of the Participation Interests, and (d) the
retention of $125 million of net distributable cash proceeds by First
Nationwide. In January 1997, the Secondary Participation Interests were
distributed and began trading on the NASDAQ under the symbol "CALGL."


                                     F-98



<PAGE>

                                 EXHIBIT INDEX

      3.1 Third Restated Certificate of Incorporation of the Registrant.
          (Incorporated by reference to Exhibit 3.1 to the Registrant's
          Registration Statement on Form S-1 (File No. 333-4026)).

      3.2 By-laws of the Registrant. (Incorporated by reference to Exhibit 3.2
          to the Registrant's Registration Statement on Form S-1 (File No.
          333-4026)).

      4.1 Indenture, dated as of April 15, 1996 between the Registrant and The
          Bank of New York, as trustee, relating to the 12-1/2% Senior
          Exchange Notes due 2003. (Incorporated by reference to Exhibit 4.1
          to the Registrant's Registration Statement on Form S-1 (File No.
          333-4026)).

      4.2 Indenture, dated as of September 19, 1996, between First Nationwide
          Escrow Corp. and The Bank of New York, as trustee, relating to the
          10-5/8% Senior Subordinated Exchange Notes Due 2003 (the "FN
          Holdings 10-5/8% Notes"). (Incorporated by reference to Exhibit 4.1
          to Amendment No. 1 to First Nationwide Holdings Inc.'s ("FN
          Holdings") Registration Statement on Form S-1 (File No. 333-21015)).

      4.3 First Supplemental Indenture, dated as of January 3, 1997, among FN
          Holdings, First Nationwide Escrow Corp. and The Bank of New York, as
          trustee, relating to the FN Holdings 10-5/8% Notes. (Incorporated by
          reference to Exhibit 4.2 to Amendment No. 1 to FN Holdings'
          Registration Statement on Form S-1 (File No. 333-21015)).

      4.4 Indenture, dated as of January 31, 1996, between FN Holdings and The
          Bank of New York, as trustee, relating to the 9-1/8% Senior
          Subordinated Exchange Notes Due 2003. (Incorporated by reference to
          Exhibit 4.1 to FN Holdings' Registration Statement on Form S-1 (File
          No. 333-00854)).

      4.5 Indenture, dated as of July 15, 1994, between FN Holdings and The
          First National Bank of Boston, as trustee, relating to the 12-1/4%
          Senior Exchange Notes Due 2001 (the "12-1/4% Senior Note
          Indenture"). (Incorporated by reference to Exhibit 4.1 to FN
          Holdings' Registration Statement on Form S-1 (File No. 33-82654)).

      4.6 First Supplemental Indenture, dated as of January 17, 1997, between
          FN Holdings and State Street Bank and Trust Company, as trustee,
          supplementing the 12-1/4% Senior Note Indenture. (Incorporated by
          reference to Exhibit 4.5 to Amendment No. 1 to FN Holdings'
          Registration Statement on Form S-1 (File No. 333-21015)).

      4.7 Indenture, dated as of October 1, 1986, between First Nationwide
          Bank, A Federal Savings Bank, and Bank of America National Trust and
          Savings Association Re: $100,000,000 10% Subordinated Debentures due
          2006 (the "2006 Indenture"). (Incorporated by reference to Exhibit
          4.5 to FN Holdings' Annual Report on Form 10-K for the year ended
          December 31, 1994.)

      4.8 First Supplemental Indenture, dated as of September 30, 1994, among
          First Madison Bank, FSB, First Nationwide Bank, A Federal Savings
          Bank, and Bank of America National Trust and Savings Association,
          supplementing the 2006 Indenture. (Incorporated by reference to
          Exhibit 4.6 to FN Holdings' Annual Report on Form 10-K for the year
          ended December 31, 1994.)

      4.9 Second Supplemental Indenture, dated as of January 3, 1997, among
          First Nationwide Bank, A Federal Savings Bank, California Federal
          Bank, A Federal Savings Bank and Bank of America National Trust and
          Savings Association, as trustee, supplementing the 2006 Indenture.
          (Incorporated by reference to Exhibit 4.8 to Amendment No. 1 to FN
          Holdings' Registration Statement on Form S-1 (File No. 333- 21015)).

     4.10 Indenture, dated February 15, 1986, between Cal Fed Bancorp Inc.
          and Manufacturers Hanover Trust Company, as trustee, relating to the
          6-1/2% Convertible Subordinated Debentures Due 2001 (the "6-1/2%
          Convertible Debenture Indenture"). (Incorporated by reference to
          Exhibit 4.11 to Amendment No. 1 to FN Holdings' Registration 
          Statement on Form S-1 (File No. 333-21015)).



<PAGE>




     4.11 First Supplemental Indenture, dated as of December 16, 1992, among
          Cal Fed Bancorp Inc., XCF Acceptance Corporation, California Federal
          Bank, A Federal Savings Bank, and Chemical Bank, supplementing the
          6-1/2% Convertible Debenture Indenture. (Incorporated by reference
          to Exhibit 4.12 to Amendment No. 1 to FN Holdings' Registration
          Statement on Form S-1 (File No. 333-21015)).

     4.12 Second Supplemental Indenture dated as of December 13, 1996 among
          XCF Acceptance Corporation, California Federal Bank, A Federal
          Savings Bank, and The Chase Manhattan Bank, as trustee,
          supplementing the 6-1/2% Convertible Debenture Indenture.
          (Incorporated by reference to Exhibit 4.13 to Amendment No. 1 to FN
          Holdings' Registration Statement on Form S-1 (File No. 333-21015)).

     4.13 Third Supplemental Indenture dated as of December 13, 1996 among
          Cal Fed Bancorp Inc., XCF Acceptance Corporation, California Federal
          Bank, A Federal Savings Bank, and The Chase Manhattan Bank, as
          Trustee, supplementing the 6-1/2% Convertible Debenture Indenture.
          (Incorporated by reference to Exhibit 4.14 to Amendment No. 1 to FN
          Holdings' Registration Statement on Form S-1 (File No. 333-21015)).

     4.14 Fourth Supplemental Indenture dated as of December 13, 1996 among
          Cal Fed Bancorp Inc., XCF Acceptance Corporation, and The Chase
          Manhattan Bank, as trustee, supplementing the 6-1/2% Convertible
          Debenture Indenture. (Incorporated by reference to Exhibit 4.15 to
          Amendment No. 1 to FN Holdings' Registration Statement on Form S-1
          (File No. 333-21015)).

     4.15 Indenture, dated December 1, 1992, between California Federal Bank,
          A Federal Savings Bank and Chemical Bank, as trustee, relating to
          the 10% Subordinated Debentures Due 2003. (Incorporated by reference
          to Exhibit 4.16 to Amendment No. 1 to FN Holdings' Registration
          Statement on Form S-1 (File No. 333-21015)).

     4.16 Agreement Regarding Contingent Litigation Recovery Participation
          Interests, dated as of June 30, 1995, between California Federal
          Bank, A Federal Savings Bank, and Chemical Trust Company of
          California, as Interest Agent. (Incorporated by reference to Exhibit
          4.17 to Amendment No. 1 to FN Holdings' Registration Statement on
          Form S-1 (File No. 333-21015)).

     4.17 Agreement regarding Secondary Contingent Litigation Recovery
          Participation Interests, dated as of December 2, 1996, between
          California Federal Bank, A Federal Savings Bank, and ChaseMellon
          Shareholder Services, L.L.C., as Interest Agent. (Incorporated by
          reference to Exhibit 4.18 to Amendment No. 1 to FN Holdings'
          Registration Statement on Form S-1 (File No. 333-21015)).

     4.18 Note Agreement Regarding $50,000,000 aggregate principal amount of
          10.668% Senior Subordinated Notes Due 1998 of California Federal
          Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit
          4.19 to Amendment No. 1 to FN Holdings' Registration Statement on
          Form S-1 (File No. 333- 21015)).

     10.1 Tax Sharing Agreement, effective as of January 1, 1994, by and
          among First Madison Bank, FSB, FN Holdings and Mafco Holdings, Inc.
          (Incorporated by reference to Exhibit 10.10 to FN Holdings'
          Registration Statement on Form S-1 (File No. 33-82654)).

     10.2 Asset Purchase Agreement, dated as of April 14, 1994, between First
          Madison Bank, FSB, and First Nationwide Bank, A Federal Savings
          Bank. (Incorporated by reference to Exhibit 2.1 to FN Holdings'
          Current Report on Form 8-K dated October 3, 1994.)

     10.3 Amendment No. 1 to the Asset Purchase Agreement, dated as of
          September 30, 1994, between First Madison Bank, FSB, and First
          Nationwide Bank, A Federal Savings Bank. (Incorporated by reference
          to Exhibit 2.3 to FN Holdings' Current Report on Form 8-K dated
          October 3, 1994.)



<PAGE>



     10.4 Amendment No. 2 to the Asset Purchase Agreement, dated as of
          September 30, 1994, between First Madison Bank, FSB, and First
          Nationwide Bank, A Federal Savings Bank. (Incorporated by reference
          to Exhibit 2.4 to FN Holdings' Current Report on Form 8-K dated
          October 3, 1994.)

     10.5 Exchange Agreement dated September 26, 1994 by and among Gerald J.
          Ford, First Nationwide Holdings Inc. and NationsBank of Texas, N.A.
          (Incorporated by reference to Exhibit 10.12 to Amendment No. 2 to FN
          Holdings' Registration Statement on Form S-1 (File No. 33-82654)).

     10.6 Exchange Agreement dated October 20, 1994 between Carl B. Webb and
          FN Holdings. (Incorporated by reference to Exhibit 10.11 to FN
          Holdings' Registration Statement on Form S-1 (File No. 333- 00854)).

     10.7 Stockholders Agreement dated October 3, 1994 by and among Gerald J.
          Ford, FN Holdings and the Registrant. (Incorporated by reference to
          Exhibit 10.16 to Amendment No. 2 to FN Holdings' Registration
          Statement on Form S-1 (File No. 33-82654)).

     10.8 Office Lease, dated as of November 15, 1990, between Webb/San
          Francisco Ventures, Ltd. and First Nationwide Bank, A Federal
          Savings Bank. Confidential treatment has been granted for portions
          of this document (Incorporated by reference to Exhibit 10.6 to
          Amendment No. 3 to FN Holdings' Registration Statement on Form S-1
          (File No. 33-82654)).

     10.9 Employment Agreement between First Nationwide Bank, A Federal
          Savings Bank, and Gerald J. Ford, dated as of October 1, 1994.
          (Incorporated by reference to Exhibit 10.13 to FN Holdings' Annual
          Report on Form 10-K for the year ended December 31, 1994.)

    10.10 Employment Agreement between First Nationwide Bank, A Federal
          Savings Bank, and Carl B. Webb, II, dated as of February 1, 1995.
          (Incorporated by reference to Exhibit 10.14 to FN Holdings' Annual
          Report on Form 10-K for the year ended December 31, 1994.)

    10.11 Amendment to Employment Agreement, dated as of June 1, 1996,
          between First Nationwide Bank, A Federal Savings Bank, and Carl B.
          Webb, II. (Incorporated by reference to Exhibit 10.1 to FN Holdings'
          Current Report on Form 8-K dated August 30, 1996 ( the "August 1996
          Form 8-K")).

    10.12 Employment Agreement, dated as of June 1, 1996, between First
          Nationwide Bank, A Federal Savings Bank, and Christie S. Flanagan.
          (Incorporated by reference to Exhibit 10.4 to the August 1996 Form
          8- K.)

    10.13 Employment Agreement between First Nationwide Bank, A Federal
          Savings Bank, and James R. Staff, dated as of February 1, 1995.
          (Incorporated by reference to Exhibit 10.16 to FN Holdings' Annual
          Report on Form 10-K for the year ended December 31, 1994.)

    10.14 Amendment to Employment Agreement, dated as of June 1, 1996,
          between First Nationwide Bank, A Federal Savings Bank, and James R.
          Staff. (Incorporated by reference to Exhibit 10.3 to the August 1996
          Form 8-K.)

    10.15 Employment Agreement between First Nationwide Bank, A Federal
          Savings Bank, and Lacy G. Newman, Jr. dated as of February 1, 1995.
          (Incorporated by reference to Exhibit 10.17 to FN Holdings'
          Registration Statement on Form S-1 (File No. 333-00854)).

    10.16 Amendment to Employment Agreement, dated as of June 1, 1996,
          between First Nationwide Bank, A Federal Savings Bank, and Lacy G.
          Newman, Jr. (Incorporated by reference to Exhibit 10.5 to the August
          1996 Form 8-K.)

    10.17 Employment Agreement between First Nationwide Bank, A Federal
          Savings Bank, and Roger L. Gordon as of January 20, 1996.
          (Incorporated by reference to Exhibit 10.15 to FN Holdings' Annual
          Report on Form 10-K for the year ended December 31, 1995.)


<PAGE>





    10.18 Employment Agreement dated as of January 1, 1996, between First
          Nationwide, A Federal Savings Bank and Richard P. Hodge.
          (Incorporated by reference to Exhibit 10.16 to FN Holdings' Annual
          Report on Form 10-K for the year ended December 31, 1995.)

    10.19 Amendment to Employment Agreement, dated as of June 1, 1996,
          between First Nationwide Bank, A Federal Savings Bank, and Richard
          P. Hodge (Incorporated by reference to Exhibit 10.2 to the August
          1996 Form 8-K.)

    10.20 Employment Agreement between First Nationwide Bank, A Federal
          Savings Bank, and Walter C. Klein, Jr., dated as of January 8, 1996.
          (Incorporated by reference to Exhibit 10.43 to Amendment No. 1 to FN
          Holdings' Registration Statement on Form S-1 (File No. 333-21015)).

    10.21 Post-Employment Consulting Agreement between California Federal
          Bank, A Federal Savings Bank and Edward G. Harshfield, dated January
          6, 1997. (Incorporated by reference to Exhibit 10.44 to Amendment
          No. 1 to FN Holdings' Registration Statement on Form S-1 (File No.
          333-21015)).

    10.22 Special Bonus Agreement, dated as of November 25, 1996, by and
          between First Nationwide Holdings Inc. and Carl B. Webb.

    10.23 Mortgage Company Asset Sale Agreement by and among Resolution
          Trust Corporation as conservator for Standard Federal Savings
          Association, America's Mortgage Servicing, Inc., A Mortgage Company,
          America's Lending Network, Inc., and Stanfed Financial Services,
          Inc.; and First Nationwide Mortgage Corporation dated as of December
          1, 1994. (Incorporated by reference to Exhibit 10.18 to FN Holdings'
          Annual Report on Form 10-K for the year ended December 31, 1994.)

    10.24 Receivables Sale Agreement by and among Resolution Trust
          Corporation as conservator for Standard Federal Savings Association,
          America's Mortgage Servicing, Inc., A Mortgage Company, and
          America's Lending Network, Inc.; and First Nationwide Mortgage
          Corporation, dated as of December 1, 1994. (Incorporated by
          reference to Exhibit 10.19 to FN Holdings' Annual Report on Form
          10-K for the year ended December 31, 1994.)

    10.25 Purchase and Sale Agreement by and between Resolution Trust
          Corporation in its corporate capacity and First Nationwide Mortgage
          Corporation, dated as of December 1, 1994. (Incorporated by
          reference to Exhibit 10.20 to FN Holdings' Annual Report on Form
          10-K for the year ended December 31, 1994.)

    10.26 Purchase and Sale Agreement by and among Resolution Trust
          Corporation as receiver of or conservator for certain associations
          and First Nationwide Mortgage Corporation, dated as of December 1,
          1994. (Incorporated by reference to Exhibit 10.21 to FN Holdings'
          Annual Report on Form 10-K for the year ended December 31, 1994.)

    10.27 Letter agreement between the Resolution Trust Corporation, as
          conservator for Standard Federal Savings Association, et al., and
          First Nationwide Mortgage Corporation, dated December 2, 1994,
          regarding the Mortgage Company Asset Sale Agreement, Receivable
          Sales Agreement, and two Purchase and Sales Agreements among such
          parties, dated as of December 1, 1994. (Incorporated by reference to
          Exhibit 10.22 to FN Holdings' Annual Report on Form 10-K for the
          year ended December 31, 1994.)

    10.28 Letter agreement between the Resolution Trust Corporation, as
          conservator for Standard Federal Savings Association, et al., and
          First Nationwide Mortgage Corporation, dated February 23, 1995,
          regarding the Mortgage Company Asset Sale Agreement, Receivable
          Sales Agreement, and two Purchase and Sales Agreements among such
          parties, dated as of December 1, 1994. (Incorporated by reference to
          Exhibit 10.23 to FN Holdings' Annual Report on Form 10-K for the
          year ended December 31, 1994.)



<PAGE>


    10.29 Letter agreement between the Resolution Trust Corporation, as
          conservator for Standard Federal Savings Association, et al., and 
          First Nationwide Mortgage Corporation, dated February 24, 1995, 
          regarding the Mortgage Company Asset Sale Agreement among such 
          parties, dated as of December 1, 1994. (Incorporated by reference to 
          Exhibit 10.24 to FN Holdings' Annual Report on Form 10-K for the 
          year ended December 31, 1994.)

    10.30 Letter agreement between the Resolution Trust Corporation, as
          conservator for Standard Federal Savings Association, et al., and
          First Nationwide Mortgage Corporation, dated February 28, 1995,
          regarding the Mortgage Company Asset Sale Agreement among such
          parties, dated as of December 1, 1994 (power of attorney matters).
          (Incorporated by reference to Exhibit 10.25 to FN Holdings' Annual
          Report on Form 10-K for the year ended December 31, 1994.)

    10.31 Letter agreement between the Resolution Trust Corporation, as
          conservator for Standard Federal Savings Association, et al., and
          First Nationwide Mortgage Corporation, dated February 28, 1995,
          regarding the Mortgage Company Asset Sale Agreement among such
          parties, dated as of December 1, 1994 (amendments to schedules).
          (Incorporated by reference to Exhibit 10.26 to FN Holdings' Annual
          Report on Form 10-K for the year ended December 31, 1994.)

    10.32 Agreement for Provision of Services between First Nationwide Bank, A
          Federal Savings Bank and Trans Network Insurance Services, Inc.
          (then named "First Gibraltar (Parent) Holdings Inc."), dated as of
          December 1, 1994. (Incorporated by reference to Exhibit 10.27 to FN
          Holdings' Annual Report on Form 10-K for the year ended December 31,
          1994.)

    10.33 Assignment from Trans Network Insurance Services Inc. to First
          Nationwide Management Corp. of Agreement for Provision of Services.
          (Incorporated by reference to Exhibit 10.37 to FN Holdings' Annual
          Report on Form 10-K for the year ended December 31, 1995.)

    10.34 Asset Purchase Agreement between Trans Network Insurance Services
          Inc. and FNC Insurance Agency, Inc. dated effective June 1, 1995.
          (Incorporated by reference to Exhibit 10.24 to Post-Effective
          Amendment No. 1 to FN Holdings' Registration Statement on Form S-1
          (File No. 33-82654)).

    10.35 Trans Network Marketing and Support Services Agreement between First
          Nationwide Bank, A Federal Savings Bank, and Trans Network Insurance
          Services Inc. dated effective June 1, 1995. (Incorporated by
          reference to Exhibit 10.25 to Post-Effective Amendment No. 1 to FN
          Holdings' Registration Statement on Form S-1 (File No. 33-82654)).

    10.36 Amendment No. 2 to Lease between First Nationwide Bank, A Federal
          Savings Bank, and RNM 135 Main, L.P. dated April 6, 1995.
          (Incorporated by reference to Exhibit 10.26 to Post-Effective
          Amendment No. 1 to FN Holdings' Registration Statement on Form S-1
          (File No. 33-82654)).

    10.37 Consulting Agreement between First Nationwide Management Corp. and
          Gerald J. Ford dated as of October 1, 1994. (Incorporated by
          reference to Exhibit 10.27 to Post-Effective Amendment No. 1 to FN
          Holdings' Registration Statement on Form S-1 (File No. 33-82654)).

    10.38 First Amendment, dated as of January 1, 1995, by and among First
          Nationwide Management Corp., Diamond A-Ford Corporation, Trans
          Network Insurance Services, Inc. and Gerald J. Ford, supplementing
          the Consulting Agreement between First Nationwide Management Corp.
          and Gerald J. Ford dated as of October 1, 1994. (Incorporated by
          reference to Exhibit 10.33 to FN Holdings' Registration Statement on
          Form S-1 (File No. 333-00854)).

    10.39 Management Incentive Plan for Certain Employees of First Nationwide
          Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit
          10.34 to FN Holdings' Registration Statement on Form S-1 (File No.
          333-00854)).

    10.40 Reimbursement and Expense Allocation Agreement, dated as of January
          1, 1996, by and between First Nationwide Management Corp. and FN
          Holdings. (Incorporated by reference to Exhibit 10.35 to FN
          Holdings' Registration Statement on Form S-1 (File No. 333-00854)).

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    10.41 Registration Agreement, dated September 13, 1996, among FN Holdings
          Inc., First Nationwide Escrow Corp. and the initial purchasers named
          therein relating to the FN Holdings 10-5/8% Notes. (Incorporated by
          reference to Exhibit 4.20 to Amendment No. 1 to FN Holdings'
          Registration Statement on Form S-1 (File No. 333-21015)).

    10.42 Amended and Restated Agreement and Plan of Merger dated as of the
          27th day of July, 1996 by and among First Nationwide Holdings Inc.,
          CFB Holdings, Inc., Cal Fed Bancorp Inc. and California Federal
          Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit
          2.1 to FN Holdings' Registration Statement on Form S-1 (File No.
          333-21015)).

     12.1 Statement regarding the computation of ratio of earnings to fixed
          charges for the Registrant.

     21.1 Subsidiaries of the Registrant.

     24.1 Power of Attorney executed by Ronald O. Perelman.

     24.2 Power of Attorney executed by Howard Gittis.

     24.3 Power of Attorney executed by Gerald J. Ford.

     27.1 Financial Data Schedule.