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                            STOCK PURCHASE AGREEMENT

            STOCK PURCHASE AGREEMENT, dated effective as of December 1, 1998
("Agreement"), by and between Golden State Management Inc., a Delaware
corporation (the"Purchaser") and Trans Network Insurance Services Inc., a
Delaware corporation (the "Seller").

            WHEREAS, the Seller beneficially owns 1,000 shares of common stock,
par value $1.00 per share ("Company Common Stock"), of First Nationwide
Management Corp. ("Company") representing 100% of the issued and outstanding
capital stock of the Company; and

            WHEREAS, the Seller wishes to sell to the Purchaser, and the
Purchaser wishes to purchase from the Seller, upon the terms and conditions
hereinafter set forth herein, all of the Company Common Stock beneficially
owned by the Seller.

            NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, and agreements contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:

                   ARTICLE 1. PURCHASE AND SALE OF THE SHARES

       Section 1.1 Purchase and Sale of the Shares. Upon the terms and subject
to the conditions of this Agreement, at the Closing (as defined below in
Section 1.3), the Seller shall sell, convey, assign, transfer and deliver to
the Purchaser and the Purchaser shall purchase, acquire and accept from the
Seller 1,000 shares of Company Common Stock ("Shares").

       Section 1.2 Purchase Price. The purchase price for the Shares is
$1,114.98 per share of Company Common Stock, or an aggregate purchase price of
$1,114,978 ("Purchase Price").

       Section 1.3 Closing. Upon the terms and subject to the conditions of
this Agreement, the consummation of the transactions contemplated by this
Agreement ("Closing") will take place on January 20, 1999, at 10:00 a.m., New
York City time, at the offices of Seller, 625 Madison Avenue, New York, New
York, or at such other time or such other place as shall be agreed upon by the
parties. The date on which the Closing occurs is hereinafter referred to as the
"Closing Date."

       Section 1.4 Delivery by the Seller. At the Closing, the Seller shall
deliver or cause to be delivered to the Purchaser a stock certificate or
certificates 


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representing the Shares purchased by the Purchaser pursuant to this Agreement, 
accompanied by a stock power or powers duly executed in blank.

       Section 1.5 Delivery by the Purchaser. At the Closing, the Purchaser
shall deliver or cause to be delivered to the Seller the Purchase Price payable
by wire transfer in immediately available funds to an account specified in
writing by the Seller. Immediately after the Closing, the Purchaser shall cause
the removal of the directors and officers of the Company and the election of
directors and officers selected by the Purchaser.

            ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER

       Section 2.1 Ownership of Shares. The Seller is the record and beneficial
owner, and has sole power to vote and dispose, of the Shares. On the date
hereof, the Shares constitute all of the issued and outstanding shares of
Company Common Stock and such shares are owned of record and beneficially by
the Seller.

       Section 2.2 Authorization; Validity of Agreement; Necessary Action. The
Seller has all necessary power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and performance by the Seller of this Agreement and the
consummation by the Seller of the transactions contemplated hereby have been
duly and validly authorized. This Agreement has been duly executed and
delivered by the Seller, and constitutes a valid and binding obligation of the
Seller, enforceable against it in accordance with its terms, except that (i)
such enforcement may be subject to applicable bankruptcy, insolvency or other
similar laws, now or hereafter in effect, affecting creditors' rights
generally, and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.

       Section 2.3 No Violations. (a) (i) No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by the Seller and
the consummation by the Seller of the transactions contemplated hereby and (ii)
neither the execution and delivery of this Agreement by the Seller does, nor
the consummation by the Seller of the transactions contemplated hereby nor
compliance by the Seller with any of the provisions hereof will (x) conflict
with or result in any breach of any applicable partnership agreement or other
agreements or organizational documents applicable to the Seller, (y) result in
a violation or breach of, or constitute (with or without notice or lapse of
time or both) a default (or give rise to any third party right of termination,
cancellation, 


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material modification or acceleration) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which the Seller is a party or by which the Seller or
any of its properties or assets may be bound or (z) violate any order, writ,
injunction, decree, judgment, statute, rule or regulation applicable to the
Seller or any of its properties or assets.

       (b) The Shares and the certificates representing such Shares are held by
the Seller, free and clear of all liens, claims, security interests, proxies,
voting trusts or agreements, understandings or arrangements or any other
encumbrances whatsoever. Seller currently has, and on the Closing Date shall
sell, assign, transfer and deliver to the Purchaser at the Closing, and the
Purchaser shall receive at the Closing, good, valid and marketable title to the
Company Common Stock.

           ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

       Section 3.1 Organization. The Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.

       Section 3.2 Authorization; Validity of Agreement; Necessary Action. The
Purchaser has all necessary power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and performance by the Purchaser of this Agreement and the
consummation by the Purchaser of the transactions contemplated hereby have been
duly and validly authorized. This Agreement has been duly executed and
delivered by the Purchaser, and constitutes a valid and binding obligation of
the Purchaser, enforceable against it in accordance with its terms, except that
(i) such enforcement may be subject to applicable bankruptcy, insolvency or
other similar laws, now or hereafter in effect, affecting creditors, rights
generally, and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.

       Section 3.3 No Violations. (i) No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by the Purchaser and
the consummation by it of the transactions contemplated hereby; and (ii)
neither the execution and delivery of this Agreement by the Purchaser does, nor
the consummation by it of the transactions contemplated hereby nor compliance
by it with any of the provisions hereof will (x) conflict with or result in any
breach 


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of any organizational documents of the Purchaser, (y) result in a violation or
breach of, or constitute (with or without notice or lapse of time or both) a
default (or give rise to any third party right of termination, cancellation,
material modification or acceleration) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which the Purchaser is a party or by which the
Purchaser or any of its properties or assets may be bound or (z) violate any
order, writ, injunction, decree, judgment, statute, rule or regulation
applicable to the Purchaser or any of its properties or assets.

            ARTICLE 4. CONDITIONS TO THE OBLIGATIONS OF BOTH PARTIES

       The respective obligation of each party to effect the transactions
contemplated by this Agreement shall be subject to the satisfaction or waiver,
at or prior to the Closing, of the following conditions:

       Section 4.1 Accuracy of Representations and Warranties. The
representations and warranties of the Seller or the Purchaser, as the case may
be, in this Agreement shall be true and correct as of the date hereof and at
and as of the Closing with the same effect as though such representations and
warranties had been made at and as of such time.

       Section 4.2 No Prohibition. No court, arbitrator or governmental body,
agency or official shall have issued any order, decree or ruling (which shall
not have been stayed or suspended pending appeal) and there shall not be any
effective statute, rule or regulation, restraining, enjoining or prohibiting
the Closing.

                            ARTICLE 5. MISCELLANEOUS

       Section 5.1 Survival. All representation and warranties contained herein
shall survive the Closing.

       Section 5.2 Entire Agreement; Assignment. This Agreement (i) constitutes
the entire agreement between the parties with respect to the subject matter
hereof and supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof
and (ii) shall not be assigned by operation of law or otherwise without the
prior written consent of the other party (except that the Purchaser may assign
its rights, interests and obligations to any of its affiliates without the
consent of the Seller provided no such assignment shall relieve the Purchaser
of any liability for any breach by such assignee).


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       Section 5.3 Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and delivery of a written
agreement executed by the parties hereto.

       Section 5.4 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed duly given
when delivered or (unless specified otherwise) mailed by United States
certified or registered mail, return, receipt, requested, addressed as follows:

                     If to Seller:

                     Trans Network Insurance Services Inc.
                     35 East 62nd Street
                     New York, New York 10021
                     Attn: General Counsel

                     If to Buyer:

                     Golden State Management Inc.
                     135 Main Street, 20th floor
                     San Francisco, California 94105
                     Attn: General Counsel


       Section 5.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts
of laws thereof.

       Section 5.6 Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement.

       Section 5.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but both of
which shall constitute one and the same Agreement.

       Section 5.8 Descriptive Headings. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.


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           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

                                      TRANS NETWORK INSURANCE
                                      SERVICES INC.


                                      By:  /s/ Glenn P. Dickes
                                          -------------------------------
                                           Glenn P. Dickes
                                           Vice President and Secretary


                                      GOLDEN STATE MANAGEMENT INC.


                                      By:  /s/ Charles W. Kay
                                          -------------------------------
                                           Name:   Charles W. Kay
                                           Title:  Senior Vice President

 

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