Exhibit 10
                     INCOME TAX ALLOCATION AGREEMENT

This Income Tax Allocation Agreement ( Agreement ) dated January 1, 1996 is
made between Great Western Financial Corporation ( GWFC ) and Aristar, Inc. 
( Aristar ).

WHEREAS, GWFC has established an Income Tax Allocation Policy dated December
15, 1995, set forth in Exhibit A for the purpose of prescribing procedures to
be followed for allocating income taxes and tax benefits among the corporate
affiliates of GWFC, including Aristar and for the payment of the allocated tax
and tax benefits by and to the affiliates;

WHEREAS, GWFC and Aristar desire to abide by the procedures prescribed in the
Income Tax Allocation Policy;

NOW, THEREFORE, GWFC and Aristar agree as follows:

Beginning with the taxable year ending December 31, 1995, GWFC and Aristar
will allocate income taxes and benefits in accordance with the terms of the
Income Tax Allocation Policy and any amendments thereto.

IN WITNESS WHEREOF, the parties have duly executed this Agreement by
authorized officers as of the date first written above.

GREAT WESTERN FINANCIAL CORPORATION

BY:  /s/ Carl F. Geuther
     Carl F. Geuther,
     Executive Vice President and
     Chief Financial Officer



ARISTAR, INC.

BY:  /s/ James A. Bare
     James A. Bare
     Director, Senior Vice
     President and Chief
     Financial Officer



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                                Exhibit A
              GREAT WESTERN FINANCIAL CORPORATION ( GWFC )
                      INCOME TAX ALLOCATION  POLICY


This Income Tax Allocation Policy is for the purpose of establishing
procedures to be followedfor allocating taxes based on income and related tax
benefits among the corporate affiliates ( Members ) of GWFC (the  Group ) and
for the payment of the allocated tax and tax benefits by and to the Members.

                       I.   Federal Income Taxes

A.   Regular Tax
The consolidated Federal income tax liability of the Group will be allocated
to Members included in consolidated Federal income tax returns as follows:

(1)  Each Member that would pay tax on a separate return basis (the  Income
     Members ) will be allocated the amount of tax it would have paid for the
     taxable year if its tax were computed on a separate return basis,
     adjusted upward or downward, as appropriate, for limitations on items of
     income, deductions, and credits that are modified in consolidation.

Revised December 15,  1995

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(2)  The excess of the amount of tax allocation to the Income Members in (1)
     above over the consolidated regular tax liability of the Group (the
     Excess Tax Payments Pool ) shall be allocated as a tax benefit to each
     of the other Members of the Group (the  Loss Members ) in a consistent
     manner that fairly reflects the losses and credits provided by the Loss
     Members and any applicable consolidated return limitations.

(3)  If the Group has a consolidated net operating loss or excess tax credits
     for a year, the amounts determinable in (1) above will be based on the
     current year tax rate and the amount determinable in (2) above shall
     include the taxes recoverable from prior years resulting from the
     carryback of the consolidated net operating loss and excess tax credits, 
     to consolidated return years and, where applicable, to the separate
     return years (as defined in the consolidated tax return regulations) of
     the Loss Members.

(4)  A Loss Member will be allocated tax benefits for its net operating loss
     and excess tax credits determined only as they cause a reduction in the
     Group s consolidated tax liability for the current, past, or future
     year(s) in which they are utilized or they recover taxes from a separate
     return year of the Loss Member.

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(5)  A Loss Member will not be allocated a tax benefit for a tax loss in an
     amount that exceeds the amount determined by reference to its separate
     return loss reflecting consolidated limitations and applicable statutory
     tax rate for the year in which the loss is utilized.  A balance
     remaining in the Excess Tax Payments pool after full benefits have been
     allocated to all Loss Members on the basis of this rule will be
     allocated back to Income Members in proportion to, and in reduction of,
     the amounts of tax allocated in (1) above.

B.   Alternative Minimum Tax ( AMT )
     The difference between the AMT and the regular tax ( AMT allocation )
     will be allocated as follows:  each Member will be allocated the lesser
     of 1) its separate company AMT,1 or 2) its portion of AMT Allocation
     based on the ratio of its separate company AMT to total AMT due if each
     Member of the Group were to file a separate Federal return.  Any excess
     of consolidated AMT over the total separate company AMT will be
     allocated to Loss Members based on the ratio of its separate company
     loss to the total loss of all Loss Members.

______________________________________________
1    Separate company AMT is defined as the AMT that would be due if the
     Member were to file a separate Federal income tax return.



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When a credit for a prior year minimum tax liability reduces the consolidated
regular tax for a year, such benefit will be allocated to the Members that
were allocated AMT in the prior year in accordance with the preceding
paragraph in a fair and equitable manner.

                      II.  State Income Taxes

Except as provided below, each Member will be allocated a share of the state
taxes on income as follows:
(1)  The Great Western Corporate Tax Department ( Tax Department ) will
     calculate a consolidated blended state effective tax rate ( Blended
     Rate ) by dividing the projected state income tax on state adjusted book
     income2 by book taxable income.

(2)  Each Member s state tax provision or benefit will be calculated by:

a)   adjusting its beginning of the year deferred tax liability or asset
     account to reflect the most current Blended Rate, and

___________________________________
2    State adjusted book income takes into consideration adjustments for
     prior years and for California and Florida permanent differences,
     apportionment factors and taxation rules.  Consideration will be given
     to other state adjustments when, in the opinion of the Tax Department,
     they become significant.



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b)   multiplying its pre-tax book income (loss) by the final Blended Rate for
     the year.

c)   For the Consumer Finance Group ( CFG ), it is intended that the amount
     of state income tax or tax benefit charged or credited to CFG will
     approximate the amount that would have been payable or recoverable by
     CFG if it s Members had filed their state income tax returns on a
     separate entity basis (or separate subgroup basis for combined state
     returns).  Any deficit or benefit arising therefrom will be allocated to
     GWFC.

     The Tax Department will utilize a reasonable method to estimate the
     amount that would have been payable or recoverable by CFG on a separate
     entity basis (or separate subgroup basis for combined state returns).
     
     The Tax Department will review, on an annual basis, the state income
     taxes allocated to CFG under the above to ascertain that the methodology
     used by the Tax Department is consistent with the intent of this
     subparagraph and is reasonable in relationship to the taxes paid or owed
     by CFG to taxing authorities.

(3)  After the tax returns for the year are filed and the provision-to-return
     reconciliation is completed, the Tax Department will calculate each 


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     Member's total California cumulative temporary differences as of December
     31 of the prior year.3  This total will be multiplied by the most current
     Blended Rate to derive the correct balance in each Member s deferred tax
     account.

(4)  The balances in the current and deferred tax liability accounts less the
     current year provision will be adjusted to the deferred tax balance
     computed in (3) above, and the difference will be settled through the
     intercompany accounts.

(5)  The amount of tax benefit allocated to a Loss Member by GWFC will not
     exceed the actual tax reduction or refund allowed to be recognized under
     Generally Accepted Accounting Principles by the Group due to the Member's
     loss.



____________________________________
3 Current year deferred tax items are excluded from this analysis due to their
  tentative nature.

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(6)  If a Member s operations are conducted wholly within a state that does not
     impose a tax based on corporate income, no consolidated state income tax or
     tax benefit will be allocated to it.  Any deficit or benefit arising
     therefrom will be allocated to GWFC.

(7)  The amount of tax or tax benefit charged or credited to a regulated
     corporation by GWFC will not exceed the amount that would have been payable
     or recoverable by the regulated corporation if it had filed its tax returns
     on a separate entity basis.  Any deficit or benefit arising therefrom will
     be allocated to GWFC.  In addition, the regulated corporation will not pay
     deferred tax liabilities to the holding company.  This paragraph takes
     precedent over all other provisions of the agreement.

(8)  An insurance company Member will not be allocated income tax or tax benefit
     related to a state that imposes a gross receipts tax in lieu of a tax on
     income.  Any deficit or benefit arising therefrom will be allocated to
     GWFC.

(9)  The Tax Department will review, on an annual basis, the state income taxes
     allocated and the state tax liabilities determined under this policy to
     assure that the results are consistent with Generally Accepted Accounting
     Principles and reasonable in relationship to the taxes paid.


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                 III.   Amended Returns and Audit Adjustments

Any change in the tax liability due to the filing of an amended return or an
audit by a taxing authority will be allocated among the Members in accordance
with the above rules.

                             IV.    Tax Payments

A Member may be required to make a payment under this policy at such time as
GWFC is required to make related payments to the government or to other
Members.

If a payment is to be made to a Member under this policy, such payment shall
be made as soon as possible after the filing of the related return, receipt of
refund, or calculation of correction of prior payment.