<PAGE>


            CALIFORNIA FEDERAL PREFERRED CAPITAL CORPORATION
                  ARTICLES OF AMENDMENT AND RESTATEMENT


	FIRST: California Federal Preferred Capital Corporation, a Maryland
corporation (the "Corporation"), desires to amend and restate its charter
(the "Charter") as currently in effect and as hereinafter amended.

        SECOND: The following provisions are all the provisions of the
charter currently in effect and as hereinafter amended:

                                ARTICLE I
                               INCORPORATOR

	The undersigned. James J. Hanke, Jr., whose address is c/o Ballard 
Spahr Andrews & Ingersoll, 300 East Lombard Street, Baltimore, Maryland 21202,
being at least 18 years of age, does hereby form a corporation under the 
general laws of the State of Maryland.

                                ARTICLE II
                                   NAME
   
	The name of the corporation (the "Corporation") is: California Federal
Preferred Capital Corporation

                               ARTICLE III
                                 PURPOSE

	The purposes for which the Corporation is formed are to engage in any
lawful act or activity (including, without limitation or obligation, engaging
in business as a real estate



<PAGE>

investment trust under the Internal Revenue Code of 1986, as amended, or any
successor statute (the "Code")) for which corporations may be organized under
the general laws of the State of Maryland as now or hereafter in force. For
purposes of these Articles, "REIT" means a real estate investment trust under
Sections 856 through 860 of the Code.

                                  ARTICLE IV
                PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

     The address of the principal office of the Corporation in the State of
Maryland is c/o Ballard Spahr Andrews & Ingersoll, 300 East Lombard Street,
Baltimore, Maryland 21202. Attention: James J. Hanks, Jr. The name of the 
resident agent of the Corporation in the State of Maryland is James J.
Hanks, Jr., whose post address is c/o Ballard Spahr Andrews & Ingersoll, 300
East Lombard Street, Baltimore, Maryland 21202. The resident agent is a
citizen of and resides in the State of Maryland.

                                ARTICLE V
                   PROVISIONS FOR DEFINING, LIMITING
                  AND REGULATING CERTAIN POWERS OF THE
             CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

	Section 5.1 Number of Directors. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors.
The number of directors of the Corporation initially shall be seven, which 
number may be increased or decreased pursuant to the Bylaws, but shall never
be less than the minimum number required by the Maryland General Corporation
Law. At all times that any shares of Series A

                           


                                  - 2 -


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Preferred Stock (as herein defined) are outstanding, at least two of the
directors shall be Independent Directors (as defined herein). The name of the
directors who shall serve until the first annual meeting of stockholders and 
until their successors are duly elected and qualify are:

                                Gerald J. Ford
                                Carl B. Webb
                                Christie S. Flanagan
                                James R. Staff
                                Richard H. Terzian
                                P. Richard Frieder
                                Robert Nichols

These directors may increase the number of directors and may fill any vacancy,
whether resulting from an increase in the number of directors or otherwise, on 
the Board of Directors occurring before the first annual meeting of 
stockholders in the manner provided in the Bylaws.

     Section 5.2 Extraordinary Actions. Except as specifically provided in 
Section 6.6, notwithstanding any provision of law permitting or requiring any 
action to be taken or authorized by the affirmative vote of the holders of a
greater number of votes, any such action shall be effective and valid if taken
or authorized by the affirmative vote of holders of shares entitled to cast
a majority of all the votes entitled to be cast on the matter.


                                - 3 -

<PAGE>


     Section 5.3 Authorization by Board of Stock Issuance. The Board of 
Directors may authorize the issuance from time to time of shares of stock
of the Corporation of any class or series, whether now or hereafter
authorized, or securities or rights convertible into shares of its stock of
any class or series, whether now or hereafter authorized, for such 
consideration as the Board of Directors may deem advisable (or without
consideration in the case of a stock split or stock dividend), subject to
such restrictions or limitations, if any, as may be set forth in the Charter 
or the Bylaws.

     Section 5.4 Preemptive Rights. Except as may be provided by the Board
of Directors in setting the terms of classified or reclassified shares of
stock pursuant to Section 6.4, no holder of shares of stock of the Corporation
shall, as such holder, have any preemptive right to purchase or subscribe
for any additional shares of stock of the Corporation or any other security 
of the Corporation which it may issue or sell.

      Section 5.5 Indemnification. The Corporation shall have the power, to 
the maximum extent permitted by Maryland law in effect from time to time, to
obligate itself to indemnify, and to pay or reimburse reasonable expenses
in advance of final disposition of a proceeding to, (a) any individual who
is a present or former director or officer of the Corporation or (b) any
individual who, while a director of the Corporation and at the request of the
Corporation, serves or has served as a



                                   - 4 -

<PAGE>


director, officer, partner or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or any other enterprise from and
against any claim or liability to which such person may become subject or
which such person may incur by reason of his status as a present or former
director or officer of the Corporation. The Corporation shall have the power,
with the approval of the Board of Directors, to provide such indemnification
and advancement of expenses to a person who served a predecessor of the
Corporation in any of the capacities described in (a) or (b) above and to any
employee or agent of the Corporation or a predecessor of the Corporation.

     Section 5.6 Determinations by Board. The determination as to any of the
following matters, made in good faith by or pursuant to the direction of the
Board of Directors consistent with the Charter and in the absence of actual
receipt of an improper benefit in money, property or services or active and
deliberate dishonesty established by a court, shall be final and conclusive 
and shall be binding upon the Corporation and every holder of shares of its 
stock: the amount of the net income of the Corporation for any period and the
amount of assets at any time legally available for the payment of dividends,
redemption of its stock or the payment of other distributions on its stock;
the amount of paid-in surplus, net assets, other surplus, annual or other net
profit, net assets in excess of capital, undivided profits or excess of 
profits over losses on sales of assets; the amount, purpose, time of creation,
increase



                                   - 5 -

<PAGE>

or decrease, alternation or cancellation of any reserves or charges and the
propriety thereof (whether or not any obligation or liability for which such
reserves or charges shall have been created shall have been paid or discharged);
the fair value, or any sale, bid or asked price to be applied in determining 
the fair value, of any asset owned or held by the Corporation; and any matters
relating to the acquisition, holding and disposition of any assets by the
Corporation.

     Section 5.7 REIT Qualification. The Board of Directors shall use its
reasonable best efforts to take such actions as are necessary or appropriate to
qualify and preserve the status of the Corporation as a REIT. If the Board of
Directors determines that it is no longer in the best interests of the 
Corporation to continue to be qualified as a REIT, the Board of Directors may
revoke or otherwise terminate the Corporation's REIT election pursuant to
Section 856(g) of the Code; provided, however, that as long as any shares of 
Series A Preferred Stock (as defined in Section 6.1) remain outstanding, any
such determination may not be made without the approval of a majority of the
Independent Directors.

     Section 5.8 Removal of Directors. Subject to the rights of holders of one
or more classes or series of Preferred Stock to elect one or more directors, 
any director, or the entire Board of Directors, may be removed from office
at any time, but only by the affirmative vote of the holders of at least a



                                 - 6 -

<PAGE>


majority of the votes entitled to be cast in the election of directors.

     Section 5.9 Adviser Agreements. Subject to such approval of stockholders
and other conditions, if any, as may be required by any applicable statute, 
rule or regulation, the Board of Directors may authorize the execution and
performance by the Corporation of one or more agreements with any person,
corporation, association, company, trust, partnership (limited or general) or
other organization whereby, subject to the supervision and control of the Board
of Directors, any such other person, corporation, association, company, trust,
partnership (limited or general) or other organization shall render or make
available to the Corporation managerial, investment, advisory and/or related
services, office space and other services and facilities (including, if deemed
advisable by the Board of Directors, the management or supervision of the
investments of the Corporation) upon such terms and conditions as may be 
provided in such agreement or agreements (including, if deemed fair and
equitable by the Board of Directors, the compensation payable thereunder
by the Corporation).

                            ARTICLE VI

                              STOCK

	Section 6.1 Authorized Shares. The Corporation has authority to
issue 30,000,000 shares of Common Stock, $.01 par value per share ("Common
Stock") and 30,000,000 shares of Preferred Stock, $.01 par value per share
("Preferred Stock"), of which 20,000,000



                                  - 7 -
   
<PAGE>

shares are classified as 9-1/8% Noncumulative Exchangeable Preferred Stock,
Series A (the "Series A Preferred Shares") with the preferences, conversion, 
exchange or other rights, voting powers, restrictions, limitations as to 
dividends or other distributions, qualifications and terms and conditions of
redemption as set forth in Section 6.6. The aggregate par value of all 
authorized shares of stock having par value is $600,000.

     Section 6.2 Common Stock. Subject to the provisions of Article VII,
each share of Common Stock shall entitle the holder thereof to one vote. The
Board of Directors may reclassify any unissued shares of Common Stock from
time to time in one or more classes or series of stock.

     Section 6.3 Preferred Stock. The Board of Directors may classify any
unissued shares of Preferred Stock and reclassify any previously classified
but unissued shares of Preferred Stock of any class or series from time to 
time, in one or more classes or series of stock.

     Section 6.4 Classified or Reclassified Shares. Prior to issuance of
classified or reclassified shares of any class or series, the Board of
Directors by resolution shall: (a) designate that class or series to 
distinguish it from all other classes and series of stock of the Corporation;
(b) specify the number of shares to be included in the class or series; (c)
set or change, subject to the provisions of Article VII and subject to the 
express terms of any class or series of stock of the Corporation outstanding
at the time, the preferences, conversion or other rights, voting powers,



                                   - 8 -


<PAGE>

restrictions, limitations as to dividends or other distributions, qualifications
and terms and conditions of redemption for each class or series; and (d) cause 
the Corporation to file articles supplementary with the State Department of
Assessments and Taxation of Maryland ("SDAT"). Any of the terms of any class
or series of stock set or changed pursuant to clause (c) of this Section 6.4
may be made dependent upon facts or events ascertainable outside the charter
(including determinations by the Board of Directors or other facts or events 
within the control of the Corporation) and may vary among holders thereof, 
provided that the manner in which such facts, events or variations shall
operate upon the terms of such class or series of stock is clearly and expressly
set forth in the articles supplementary filed with the SDAT.

     Section 6.5 Charter and Bylaws. All persons who shall acquire stock in the
Corporation shall acquire the same subject to the provisions of the charter and
the Bylaws.

     Section 6.6 Series A Preferred Shares.

     Section 6.6.1. Liquidation Value and Rank. Each Series A Preferred Share
shall have a stated liquidation value of $25.00 per share, plus an amount
per share equal to any dividends authorized and declared but unpaid, without
interest. The Series A Preferred Shares shall rank prior to all classes or
series of common stock of the Corporation (collectively, "Common Stock") and
to all other classes and series of equity securities of the Corporation now
or hereafter authorized, issued or outstanding (the Common Stock and such other
classes and series of equity securities of the



                                    - 9 -


<PAGE>


Corporation are collectively referred to herein as the "Junior Stock"), other
than any class or series of equity securities of the Corporation expressly
designated as ranking on a parity with (the "Parity Stock") or senior to (the
"Senior Stock") the Series A Preferred Shares as to dividend rights and rights
upon voluntary or involuntary liquidation, winding up or dissolution of the
Corporation. The Series A Preferred Shares shall be junior to the creditors of
the Corporation. The Series A Preferred Shares shall be subject to the creation
of Senior Stock. Parity Stock and Junior Stock to the extent not expressly 
prohibited by the Charter.

     Section 6.6.2. Dividends.

          (a) Payment of Dividends. Holders of Series A Preferred Shares shall 
be entitled to receive, if, when and as authorized and declared by the Board of
Directors of the Corporation (the "Board of Directors"), out of assets of the 
Corporation legally available therefor, noncumulative cash dividends at an 
annual rate of 9 1/8% of the $25.00 stated liquidation value per share 
($2.28125 per share per annum), and no more.  Such noncumulative cash dividends 
shall be payable, if authorized and declared, quarterly in arrears on March 31, 
June 30, September 30 and December 31 of each year, or, if such day is not a 
Business Day (as defined herein), on the next Business Day (each such date, a 
"Dividend Payment Date").  Each authorized and declared dividend shall be 
payable to holders of record of the Series A Preferred Shares as they appear on
the stock books of the Corporation at the close of business on such record 
dates, not more than forty-five (45) calendar days nor less than ten



                                    - 10 -



<PAGE>

(10) calendar days preceding the Dividend Payment Date therefor, as 
determined by the Board of Directors (each such date, a "Record Date"); 
provided, however, that if a redemption date for the Series A Preferred 
Shares occurs after a dividend is authorized and declared but before it is 
paid, such dividend shall be paid as part of the redemption price to the 
person to whom the redemption price is paid. Quarterly dividend periods 
(each, a "Dividend Period") shall commence on and include the first day, and 
shall end on and include the last day, of the calendar quarter in which the 
corresponding Dividend Payment Date occurs; provided, however, that the first 
Dividend Period (the "Initial Dividend Period") shall commence on and include 
the first day upon which a share of Series A Preferred Shares shall be issued 
and shall end on and include March 31, 1997. 

   The amount of dividends payable on each share outstanding on a Record Date 
of the Series A Preferred Shares for each full Dividend Period shall be 
$0.5703125. The amount of dividends payable for the Initial Dividend Period 
and for any other Dividend Period which, as to a share of Series A Preferred 
Shares (determined by reference to the issuance date and the redemption or 
retirement date thereof), is greater or less than a full Dividend Period 
shall be computed on the basis of the number of days elapsed in the period 
using a 360-day year composed of twelve (12) thirty (30) day months, 
provided, however, that in the event of the Automatic Exchange (as defined 
herein), any accrued and unpaid dividends on the Series A Preferred Shares as 
of the Time of Exchange (as defined herein) 

                               - 11 -           
<PAGE>

shall be deemed to be accrued and unpaid dividends on the Bank Preferred 
Shares (as defined herein). 

   Holders of the Series A Preferred Shares shall not be entitled to any 
interest, or any sum of money in lieu of interest, in respect of any dividend 
payment or payments on the Series A Preferred Shares authorized and declared 
by the Board of Directors which may be unpaid. Any dividend payment made on 
the Series A Preferred Shares shall first be credited against the earliest 
authorized and declared but unpaid cash dividend with respect to the Series A 
Preferred Shares. 

     (b) Dividends Noncumulative. The right of holders of Series A Preferred 
Shares to receive dividends is noncumulative. Accordingly, if the Board of 
Directors does not authorize or declare a dividend payable in respect of any 
Dividend Period, holders of Series A Preferred Shares shall have no right to 
receive a dividend in respect of such Dividend Period, and the Corporation 
shall have no obligation to pay a dividend in respect of such Dividend 
Period, whether or not dividends are authorized and declared payable in 
respect of any future Dividend Period. 

     (c) Priority as to Dividends. No full dividends or other distributions 
shall be authorized, declared or paid or set apart for payment on any Parity 
Stock or Junior Stock for any Dividend Period unless full dividends have been 
or contemporaneously are authorized, declared and paid or authorized and 
declared and a sum sufficient for the payment thereof set apart for such 
payment on the Series A Preferred Shares for (i) the immediately preceding 

                               - 12 -           
<PAGE>

Dividend Period, in the case of Parity Stock, and (ii) such then-current 
Dividend Period, in the case of Junior Stock. When dividends are not paid in 
full (or a sum sufficient for such full payment is not so set apart) for any 
Dividend Period on the Series A Preferred Shares and any Parity Stock, 
dividends authorized and declared on the Series A Preferred Shares and Parity 
Stock shall only be authorized and declared pro rata based upon the 
respective amounts that would have been paid on the Series A Preferred Shares 
and such Parity Stock had dividends been authorized and declared in full. 

   In addition to the foregoing restriction, the Corporation shall not 
authorize, declare, pay or set apart funds for any dividends or other 
distributions (other than in Common Stock or other Junior Stock) with respect 
to any Common Stock or other Junior Stock of the Corporation or repurchase, 
redeem or otherwise acquire, or set apart funds for repurchase, redemption or 
other acquisition of, any Common Stock or other Junior Stock through a 
sinking fund or otherwise, unless and until (i) the Corporation shall have 
authorized, declared and paid full dividends on the Series A Preferred Shares 
for the four (4) most recent preceding Dividend Periods (or such lesser 
number of Dividend Periods during which Series A Preferred Shares have been 
outstanding) or sufficient funds have been paid over to the dividend 
disbursing agent of the Corporation for payment of such dividends and (ii) 
the Corporation has authorized and declared a cash dividend on the Series A 
Preferred Shares at the annual dividend rate for the then-current 

                               - 13 -           
<PAGE>

Dividend Period, and sufficient funds have been paid over to the dividend 
disbursing agent for the Corporation for the payment of such cash dividend 
for such then-current Dividend Period. 

   No dividend shall be paid or set aside for holders of Series A Preferred 
Shares for any Dividend Period unless full dividends have been paid or set 
aside for the holders of each class or series of equity securities of the 
Corporation, if any, ranking prior to the Series A Preferred Shares as to 
dividends for such Dividend Period. 

     (d) Any reference to "dividends" or "distributions" in this Section 
6.6.2 shall not be deemed to include any distribution made in connection with 
any voluntary or involuntary dissolution, liquidation or winding up of the 
Corporation. 

   Section 6.6.3 Optional Redemption. 

     (a) General. The Series A Preferred Shares are not subject to mandatory 
redemption, and except as hereinafter provided in Section 6.6.3(b) or in 
Section 6.6.3(c) below, are not subject to optional redemption by the 
Corporation prior to January 31, 2002. On or after January 31, 2002, the 
Series A Preferred Shares may be redeemed by the Corporation or its successor 
or any acquiring or resulting entity with respect to the Corporation 
(including by any parent or subsidiary of the Corporation, any such 
successor, or any such acquiring or resulting entity), as applicable, at its 
option, in whole or in part, at any time or from time to time, upon notice as 
provided in subsection (d) of this 

                               - 14 -           
<PAGE>

Section 6.6.3, at the redemption prices set forth below in cash, plus 
authorized, declared and unpaid dividends to the date fixed for redemption, 
without interest: 

<TABLE>
<CAPTION>
 IF REDEEMED DURING    REDEMPTION PRICE PER 
 THE 12-MONTH PERIOD   SHARE OF THE SERIES A 
BEGINNING JANUARY 31,    PREFERRED SHARES 
--------------------- --------------------- 
<S>                   <C>
2002..................        $26.14 
2003..................         25.91 
2004..................         25.68 
2005..................         25.46 
2006..................         25.23 
2007 and thereafter  .         25.00 
</TABLE>

   The aggregate redemption price payable to each holder of record of Series 
A Preferred Shares to be redeemed shall be rounded to the nearest cent 
($0.01). 

   If less than all of the outstanding Series A Preferred Shares are to be 
redeemed, the Corporation will select those shares to be redeemed pro rata, 
by lot or by such other methods as the Board of Directors in its sole 
discretion determines to be equitable, provided that such method satisfies 
any applicable requirements of any securities exchange on which the Series A 
Preferred Shares are then listed. If redemption is being effected by the 
Corporation, on and after the date fixed for redemption, dividends shall 
cease to accrue on the Series A Preferred Shares called for redemption, and 
they shall be deemed to cease to be outstanding, provided that the redemption 
price (including any authorized and declared but unpaid dividends to 

                               - 15 -           
<PAGE>

the date fixed for redemption, without interest) has been duly paid or 
provided for. If redemption is being effected by an entity other than the 
Corporation, on and as of the date fixed for redemption, such entity shall be 
deemed to own the Series A Preferred Shares being redeemed for all purposes 
of this Charter, provided that the redemption price (including the amount of 
any authorized and declared but unpaid dividends to the date fixed for 
redemption, without interest) has been duly paid or provided for. 

     (b) Tax Event. The Corporation will have the right, at any time upon the 
occurrence of a Tax Event, to redeem the Series A Preferred Shares, in whole, 
but not in part, upon notice as provided in subsection (d) of this Section 
6.6.3, at a redemption price of $25.00 per share, plus all authorized, 
declared and unpaid dividends thereon to the date fixed for redemption, 
without interest. As used herein, "Tax Event" means the receipt by the 
Corporation of an opinion of a nationally recognized legal counsel to the 
Corporation, experienced in such matters to the effect that, as a result of 
(i) any amendment to, clarification of, or change (including any announced 
prospective change) in the laws, treatises or any regulations thereunder of 
the United States or any political subdivision or taxing authority thereof or 
therein affecting taxation, (ii) any judicial decision, official 
administrative pronouncement, published or private ruling, regulatory 
procedure, notice or announcement (including any notice or announcement or 
intent to adopt such procedures or regulations) (each, an "Administrative 
Action") or (iii) any amendment to, clarification of, or change in the 
official positions or the 

                               - 16 -           
<PAGE>

interpretation of any such Administrative Action or any interpretation or 
pronouncement that provides for a position with respect to any such 
Administrative Action that differs from the theretofore generally accepted 
position, in each case, by any legislative body, court, governmental 
authority or regulatory body, irrespective of the manner in which such 
amendment, clarification or change is made known, which amendment, 
clarification or change is effective or such pronouncement of decision is 
announced on or after the date of issuance of the Series A Preferred Shares, 
there is more than an insubstantial risk that (A) dividends paid or to be 
paid by the Corporation with respect to the stock of the Corporation are not, 
or will not be, fully deductible by the Corporation for United States federal 
income tax purposes or (B) the Corporation is, or will be, subject to more 
than a de minimis amount of other taxes, duties or other governmental 
charges. 

     (c) Change of Control. In addition to the redemption provisions of 
subsections (a) and (b) above and not in lieu of or in substitution therefor, 
in the event of a Change of Control, the Series A Preferred Shares shall be 
redeemable at the option of the Corporation or its successor or any acquiring 
or resulting entity with respect to the Corporation (including by any parent 
or subsidiary of the Corporation, any such successor, or any such acquiring 
or resulting entity), as applicable, on or prior to January 31, 2002, in 
whole but not in part. Redemption of the Series A Preferred Shares pursuant 
to this subsection (c) shall be effected by notice as provided in subsection 
(d) of this Section 6.6.3, given by the 

                               - 17 -           
<PAGE>

Corporation or its successor or any acquiring or resulting entity with 
respect to the Corporation (including by any parent or subsidiary of the 
Corporation, any such successor, or any such acquiring or resulting entity), 
as applicable, at a redemption price per share equal to (i) $25.00, plus (ii) 
an amount equal to any authorized, declared and unpaid dividends 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 Series A Preferred Shares 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 authorized and 
declared), plus (iii) the Applicable Premium, payable in cash. 

   The aggregate redemption price payable to each holder of record of Series 
A Preferred Shares to be redeemed shall be rounded to the nearest cent 
($0.01). 

   Subject to subsection (d) of this Section 6.6.3, the Corporation or any 
such successor or acquiring or resulting entity shall be entitled to issue a 
notice of redemption under this subsection (c) after the Corporation or a 
parent company shall have entered into a definitive binding agreement with a 
third party that will result in a Change of Control, provided that (i) the 
date fixed for redemption shall not be earlier than the date on which the 
related Change of Control shall occur and (ii) the right and obligation to 
effect such redemption shall be contingent upon the occurrence of such Change 
of Control. 

                               - 18 -           
<PAGE>

   If redemption is being effected by the Corporation, on and as of the date 
fixed for redemption, dividends shall cease to accrue on the Series A 
Preferred Shares called for redemption, and they shall be deemed to cease to 
be outstanding, provided that the redemption price (including any authorized 
and declared but unpaid dividends to the date fixed for redemption, without 
interest) has been duly paid or provided for. If redemption is being effected 
by an entity other than the Corporation, on and as of the redemption date 
such entity shall be deemed to own the Series A Preferred Shares being 
redeemed for all purposes of this Charter, provided that the redemption price 
(including the amount of any authorized and declared but unpaid dividends to 
the date fixed for redemption) has been duly paid or provided for. 

   "Affiliate" of any specified Person means (i) any other Person which, 
directly or indirectly, is in control of, is controlled by or is under common 
control with such specified person or (ii) any other Person who is a director 
or executive officer (A) of such specified Person, (B) of any Subsidiary of 
such specified Person or (C) of any Person described in clause (i) above. For 
purposes of this definition, control of a Person means the power, direct or 
indirect, to direct or cause the direction of the management and policies of 
such Person whether by contract or otherwise; and the terms "controlling" and 
"controlled" have meanings correlative to the foregoing. 

   "Applicable Premium" means the greater of (i) $1.14 and (ii) the excess of 
(A) the present value of (1) an amount equal to the 

                                    - 19 - 

<PAGE>

amount of dividends that would be payable on the Series A Preferred Shares in 
respect of the period from the date fixed for redemption through January 31, 
2002 (assuming all such dividends were to be declared) plus (2) $26.14, 
computed using a discount rate equal to the Treasury Rate plus 75 basis 
points, over (B) $25.00. 

   "Business Day" means any day other than a Saturday, Sunday or a day on 
which banking institutions are not required to be open in the State of New 
York or the State of California. 

   "Capital Stock" of any Person means any and all shares, interests 
(including partnership interests), rights to purchase, warrants, options, 
participations or other equivalents of or interests in (however designated) 
equity of such Person, including any Preferred Stock, but excluding any debt 
securities convertible into or exchangeable for such equity. 

   "Change of Control" means the occurrence of any of the following events: 

         i. any Person other than a Permitted Holder shall be the "beneficial 
    owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange 
    Act of 1934, as amended), directly or indirectly, of a majority in the 
    aggregate of the total voting power of the Voting Stock of California 
    Federal Bank, A Federal Savings Bank (the "Bank"), whether as a result of 
    issuance of securities of the Bank, any merger, consolidation, liquidation 
    or dissolution of the Bank, any direct or indirect transfer of securities 
    by a Permitted Holder or otherwise; or 

                                    - 20 - 

<PAGE>

         ii. a sale, transfer, conveyance or other disposition, in a single 
    transaction or in a series of related transactions (other than to an 
    Affiliate of the Bank or one or more of its subsidiaries), in either case 
    occurring outside the ordinary course of business, of more than 75% of the 
    assets and 75% of the deposit liabilities of the Bank shown on the 
    consolidated balance sheet of the Bank as of the end of the most recent 
    fiscal quarter ending at least 45 days prior to such transaction (or the 
    first in such related series of transactions); or 

         iii. a transaction or series of related transactions as a result of
    which 20% or more of the Voting Stock or Common Stock (or Capital Stock
    convertible or exchangeable into 20% of the Voting Stock or Common Stock) 
    of the Bank is held by one or more Persons other than First Nationwide
    Holdings Inc. or its Wholly Owned Subsidiaries. 

   "Permitted Holder" means Ronald O. Perelman (or in the event of his 
incompetence or death, his estate, heirs, executor, administrator, committee 
or other personal representative (collectively, "heirs")) or any person 
controlled, directly or indirectly, by Ronald O. Perelman or his heirs. 

   "Person" means any individual, corporation, partnership, joint venture, 
association, joint-stock company, trust, unincorporated organization, 
government or agency or political subdivision thereof or any other entity. 

   "Subsidiary" means any corporation, association, partnership or other 
business entity of which more than 50% of the total voting 

                                    - 21 - 

<PAGE>

power of shares of Capital Stock or other interests (including partnership 
interests) entitled (without regard to the occurrence of any contingency) to 
vote in the election of directors, managers or trustees thereof is at the 
time owned, directly or indirectly, by (i) a Person, (ii) such Person and one 
or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such 
Person. 

   "Treasury Rate" means the yield to maturity at the time of computation of 
United States Treasury securities with a constant maturity (as compiled and 
published in the most recent Federal Reserve Statistical Release H.15(519) 
which has become publicly available at least two Business Days prior to the 
date fixed for redemption (or, if such Statistical Release is no longer 
published, any publicly available source of similar market data)) most nearly 
equal to the then remaining period of time to January 31, 2002; provided, 
however, that, if such period is not equal to the constant maturity of a 
United States Treasury security for which a weekly average yield is given, 
the Treasury Rate shall be obtained by linear interpolation (calculated to 
the nearest one-twelfth of a year) from the weekly average yields of United 
States Treasury securities for which such yields are given, except that, if 
such period is less than one year, the weekly average yield on actually 
traded United States Treasury securities adjusted to a constant maturity of 
one year shall be used. 

   "Voting Stock" of a corporation means all classes of Capital Stock of such 
corporation than outstanding and normally entitled to vote in the election of 
directors. 

                                     - 22 - 

<PAGE>

   "Wholly Owned Subsidiary" means a subsidiary of a Person all the Capital 
Stock of which (other than directors' qualifying shares) is owned by such 
Person or another Wholly Owned Subsidiary. 

     d. Notice of Optional Redemption. Notice of any optional redemption, 
setting forth (i) the date and place fixed for said redemption, (ii) the 
redemption price and (iii) a statement that dividends on the Series A 
Preferred Shares (A) to be redeemed by the Corporation will cease to accrue 
on such redemption date, or (B) to be redeemed by an entity other than the 
Corporation will thereafter accrue solely for the benefit of such entity, 
shall be mailed at least thirty (30) days, but not more than sixty (60) days, 
prior to said date fixed for redemption to each holder of record of Series A 
Preferred Shares to be redeemed at his or her address as the same shall 
appear on the stock ledger of the Corporation. If less than all of the Series 
A Preferred Shares owned by such holder are then to be redeemed, such notice 
shall specify the number of shares thereof that are to be redeemed and the 
numbers of the certificates representing such shares. Notice of any 
redemption shall be given by first class mail, postage prepaid. Neither 
failure to mail such notice, nor any defect therein or in the mailing 
thereof, to any particular holder shall affect the sufficiency of the notice 
or the validity of the proceedings for redemption with respect to the other 
holders. Any notice which was mailed in the manner herein provided shall be 
conclusively presumed to have been duly given whether or not the holder 
receives such notice. 

                                    - 23 - 

<PAGE>

   If such notice of redemption shall have been so mailed, and if, on or 
before the date fixed for redemption specified in such notice, all funds 
necessary for such redemption shall have been set aside by the Corporation 
(or other entity as provided in subsection (a) or (c) of this Section 6.6.3) 
separate and apart from its other funds in trust for the account of the 
holders of Series A Preferred Shares to be redeemed (so as to be and continue 
to be available therefor) or delivered to the redemption agent with 
irrevocable instructions to effect the redemption in accordance with the 
relevant notice of redemption, then, on and after said redemption date, 
notwithstanding that any certificate for Series A Preferred Shares so called 
for redemption shall not have been surrendered for cancellation or transfer, 
the Series A Preferred Shares (i) so called for redemption by the Corporation 
shall be deemed to be no longer outstanding and all rights with respect to 
such Series A Preferred Shares so called for redemption shall forthwith cease 
and terminate, or (ii) so called for redemption by an entity other than the 
Corporation shall be deemed owned for all purposes of this Charter by such 
entity, except in each case for the right of the holders thereof to receive, 
out of the funds so set aside in trust, the amount payable on redemption 
thereof, but without interest, upon surrender (and endorsement or assignment 
for transfer, if required by the Corporation or such other entity) of their 
certificates. 

   In the event that holders of Series A Preferred Shares that shall have 
been redeemed shall not within two (2) years (or any longer period if 
required by law) after the redemption date claim any amount 

                                    - 24 - 

<PAGE>

deposited in trust with a bank or trust company for the redemption of such 
shares, such bank or trust company shall, upon demand and if permitted by 
applicable law, pay over to the Corporation (or other entity that redeemed 
the shares) any such unclaimed amount so deposited with it, and shall 
thereupon be relieved of all responsibility in respect thereof, and 
thereafter the holders of such shares shall, subject to applicable escheat 
laws, look only to the Corporation (or other entity that redeemed the shares) 
for payment of the redemption price thereof, but without interest from the 
date fixed for redemption. 

     (e) Status of Shares Redeemed. Series A Preferred Shares redeemed 
pursuant to this Section 6.6.3, purchased or otherwise acquired for value by 
the Corporation shall, after such acquisition, have the status of authorized 
and unissued shares of Preferred Stock and may be reissued by the Corporation 
at any time as shares of any series of Preferred Stock other than as Series A 
Preferred Shares. 

     Section 6.6.4. Automatic Exchange. 

       (a) General. Subject to the terms and conditions of this Section 
6.6.4, each Series A Preferred Share will be exchanged automatically (the 
"Automatic Exchange") for one newly issued share of 9 1/8% Noncumulative 
Preferred Stock, par value $.01 per share (a "Bank Preferred Share"), of the 
Bank. The issuance of the Bank Preferred Shares has been duly authorized by 
the Board of Directors of the Bank. The preferences, conversion or other 
rights, voting powers, restrictions, limitations as to dividends, 
qualifications, and terms and conditions of the Bank Preferred Shares shall 
be as set forth in 

                                    - 25 - 

<PAGE>

the Fourth Supplementary Section to Section 5 of the Bank's charter which has 
been filed with the Office of Thrift Supervision (the "OTS"). All corporate 
action necessary for the Bank to issue the Bank Preferred Shares as of the 
Time of Exchange was completed prior to or concurrently with completion of 
the offering of the Series A Preferred Shares. 

       (b). Conditions of Exchange. The Automatic Exchange will occur only if 
the appropriate federal regulatory agency directs in writing (a "Directive") 
an exchange of the Series A Preferred Shares for Bank Preferred Shares 
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 
(the "Exchange Event"). 

       (c) Surrender of Certificates. Upon the Exchange Event, each holder of 
Series A Preferred Shares shall be unconditionally obligated to surrender to 
the Bank the certificates representing each Series A Preferred Share held by 
such holder, and the Bank shall be unconditionally obligated to issue to such 
holder in exchange for each such Series A Preferred Share a certificate 
representing one Bank Preferred Shares. 

       (d) Effectiveness of and Procedure for Exchange. The Automatic 
Exchange shall occur as of 8:00 a.m. Eastern Time on the effective date of 
such exchange as set forth in the Directive, or, if such date is not set 
forth in the Directive, as of 8:00 a.m. Eastern 

                                    - 26 - 

<PAGE>

Time on the first Business Day immediately following the date of the issuance 
of the Directive (the "Time of Exchange"). As of the Time of Exchange, all of 
the Series A Preferred Shares will be deemed canceled without any further 
action on the part of the Corporation or any other Person, all rights of the 
holders of the Series A Preferred Shares as stockholders of the Corporation 
shall cease, and such persons shall thereupon and thereafter be deemed to be 
and shall be for all purposes the holders of Bank Preferred Shares. Notice of 
the occurrence of the Exchange Event shall be given by first-class mail, 
postage prepaid, mailed within 30 days of such event, to each holder of 
record of the Series A Preferred Shares, at such holder's address as the same 
appears on the stock register of the Corporation. Each such notice shall 
indicate the place or places where certificates for the Series A Preferred 
Shares are to be surrendered by the holders thereof, and the Bank shall 
deliver to each such holder certificates for Bank Preferred Shares upon 
surrender of certificates for the Series A Preferred Shares. Until such 
replacement share certificates are delivered (or in the event such 
replacement certificates are not delivered), certificates previously 
representing the Series A Preferred Shares shall be deemed for all purposes 
to represent Bank Preferred Shares. 

       (e) Status of Shares Redeemed; Treatment of Dividends. Any Series A 
Preferred Shares purchased or redeemed by the Corporation in accordance with 
Section 6.6.3 hereof prior to the Time of Exchange shall not be deemed 
outstanding and shall not be subject to the Automatic Exchange. In the event 
of the Automatic Exchange, 

                                    - 27 - 

<PAGE>

any accrued and unpaid dividends on the Series A Preferred Shares as of the 
Time of Exchange shall be deemed to be accrued and unpaid dividends on the 
Bank Preferred Shares. 

     Section 6.6.5. Liquidation Value. 

       (a) Liquidating Distributions. In the event of any liquidation, 
dissolution or winding up of the Corporation, whether voluntary or 
involuntary, the holders of Series A Preferred Shares shall be entitled to 
receive for each share thereof, out of the assets of the Corporation legally 
available for distribution to shareholders under applicable law, or the 
proceeds thereof, before any payment or distribution of the assets shall be 
made to holders of shares of Common Stock or any other Junior Stock (subject 
to the rights of the holders of any class or series of equity securities 
having preference with respect to distributions upon liquidation and the 
Corporation's general creditors), liquidating distributions in the amount of 
$25.00 per share, plus an amount per share equal to any dividends authorized 
and declared but unpaid, without interest. 

   If the amounts available for distribution in respect of Series A Preferred 
Shares and any outstanding Parity Stock upon any such voluntary or 
involuntary liquidation, dissolution or winding up are not sufficient to 
satisfy the full liquidation rights of all of the outstanding Series A 
Preferred Shares and such Parity Stock, then the holders of such outstanding 
shares shall ratably in any such distribution of assets in proportion to the 
full respective preferential amounts to which they are entitled. After 
payment of the full amount of the liquidating distribution to which they are 

                                    - 28 - 
<PAGE>

entitled, the holders of Series A Preferred Shares will not be entitled to 
any further participation in any liquidating distribution of any remaining 
assets by the Corporation. All distributions made in respect of Series A 
Preferred Shares in connection with such a liquidation, dissolution or 
winding up of the Corporation shall be made pro rata to the holders entitled 
thereto. 

   (b) Consolidation, Merger or Certain Other Actions. Neither the 
consolidation, merger or other business combination of the Corporation with 
or into any other person, nor the sale of all or substantially all of the 
assets of the Corporation (including any business combination or sale, lease 
or conveyance of assets that constitutes a Change of Control), shall be 
deemed to be a liquidation, dissolution or winding up of the Corporation for 
purposes of this Section 6.6.5. 

  Section 6.6.6. Voting Rights. 

   (a) General. Except as expressly provided in this Section 6.6.6, holders 
of Series A Preferred Shares shall have no voting rights. When the holders of 
Series A Preferred Shares are entitled to vote, each Series A Preferred Share 
will be entitled to one vote. 

   (b) Right to Elect Directors. If full dividends on the Series A Preferred 
Shares shall not have been paid for six (6) Dividend Periods, the maximum 
authorized number of directors of the Corporation shall thereupon be 
increased by two (2). Subject to compliance with any requirement for 
regulatory approval of (or non-objection to) persons serving as directors, 
the holders of Series A 

                                     - 29 -

<PAGE>

Preferred Shares, voting together as a class with the holders of any Parity 
Stock upon which the same voting rights as those of the Series A Preferred 
Shares have been conferred and are irrevocable, shall have the exclusive 
right to elect the two additional directors at the Corporation's next annual 
meeting of shareholders and at each subsequent annual meeting until full 
dividends have been authorized, declared and paid or authorized and declared 
and a sum sufficient for payment thereof is set apart for payment for four 
(4) consecutive Dividend Periods. The term of such directors (each a 
"Preferred Director") elected thereby shall terminate, and the total number 
of directors shall be decreased by two (2), upon the first annual meeting of 
stockholders after the payment or the authorization, declaration and setting 
aside for payment of full dividends on the Series A Preferred Shares for four 
(4) consecutive Dividend Periods. Any Preferred Director may be removed by, 
and shall not be removed except by, the vote of the holders of record of the 
outstanding Series A Preferred Shares and Parity Stock entitled to vote, 
voting together as a single class without regard to series, at a meeting of 
the Corporation's stockholders, or of the holders of Series A Preferred Shares 
and Parity Stock entitled to vote, called for that purpose. As long as 
dividends on the Series A Preferred Shares shall not have been paid for six 
(6) Dividend Periods, (i) any vacancy in the office of a Preferred Director 
may be filled (except as provided in the following clause (ii)) by an 
instrument in writing signed by the remaining Preferred Director and filed 
with the Corporation, and (ii) in the case of the removal of any Preferred 
Director, the vacancy may be 

                                     - 30 -

<PAGE>

filled by the vote of the holders of the outstanding Series A Preferred 
Shares and Parity Stock entitled to vote, voting together as a single class 
without regard to series, at the same meeting at which such removal shall be 
voted. Each director appointed as aforesaid by the remaining Preferred 
Director shall be deemed, for all purposes hereof, to be a Preferred 
Director. 

   (c) Certain Voting Rights. So long as any Series A Preferred Shares are 
outstanding, the Corporation shall not, without the consent or vote of the 
holders of at least two-thirds of the outstanding Series A Preferred Shares, 
voting separately as a class, (i) amend, alter or repeal or otherwise change 
any provision of the Charter if such amendment, alteration, repeal or change 
would materially and adversely affect the preferences, conversion or other 
rights, voting powers, restrictions, limitations as to dividends or other 
distributions, qualifications or terms or conditions of redemption of the 
Series A Preferred Shares, or (ii) authorize, create or increase the 
authorized amount of or issue any class or series of any equity securities of 
the Corporation, or any warrants, options or other rights convertible or 
exchangeable into any class or series of any equity securities of the 
Corporation, ranking prior to the Series A Preferred Shares, either as to 
dividend rights or rights on liquidation, dissolution or winding up of the 
Corporation or (iii) merge, consolidate, reorganize or effect any other 
business combination involving the Corporation, unless the resulting 
corporation will thereafter have no class or series of equity securities 
either authorized or outstanding ranking prior to the 

                                     - 31 -

<PAGE>

Series A Preferred Shares as to dividends or as to the distribution of assets 
upon liquidation, dissolution or winding up, except the same number of shares 
of such equity securities with the same preferences, conversion or other 
rights, voting powers, restrictions, limitations as to dividends or other 
distributions, qualifications or terms or conditions of redemption as the 
shares of equity securities of the Corporation that are authorized and 
outstanding immediately prior to such transaction, and each holder of Series 
A Preferred Shares immediately prior to such transaction shall receive shares 
with the same preferences, conversion or other rights, voting powers, 
restrictions, limitations as to dividends or other distributions, 
qualifications or terms or conditions of redemption of the resulting 
corporation as the Series A Preferred Shares held by such holder immediately 
prior thereto. 

   The creation or issuance of Parity Stock or Junior Stock in respect of the 
payment of dividends, or the distribution of assets upon liquidation, 
dissolution or winding up of the Corporation, or an amendment that increases 
the number of authorized shares of preferred stock, $.01 par value, of the 
Series A Preferred Shares or any Junior Stock or Parity Stock, shall not be 
deemed to be a material and adverse change requiring a vote of the holders of 
Series A Preferred Shares pursuant to this Section 6.6.6(c). 

   6.6.7. Independent Directors. 

   (a) Number; Definition. As long as any Series A Preferred Shares are 
outstanding, at least two directors on the Board of Directors shall be 
Independent Directors. As used herein, 

                                      - 32 -

<PAGE>

"Independent Director" means any director of the Corporation who is either 
(i) not a current officer or employee of the Corporation or a current 
director, officer or employee of the Bank or any affiliate of the Bank, or 
(ii) a Preferred Director. 

   (b) Approval of Independent Directors. As long as any Series A Preferred 
Shares are outstanding, the Corporation may not take the following actions 
without first obtaining the approval of a majority of the Independent 
Directors: (i) the issuance of additional Preferred Stock ranking on a parity 
with the Series A Preferred Shares, (ii) the incurrence of debt for borrowed 
money in excess of 20% of the Corporation's total stockholders' equity, (iii) 
the acquisition of real estate assets other than mortgage loans or mortgage 
securities representing interests in or obligations backed by pools of 
mortgage loans, (iv) the termination or modification of, or the election not 
to renew the Servicing Agreement, dated January 31, 1997, by and between the 
Corporation and First Nationwide Mortgage Corporation or the subcontracting 
of any duties under the Servicing Agreement to third parties unaffiliated 
with the Bank, (v) any material amendment to or modification of any 
agreements pursuant to which the Corporation purchases its real estate 
mortgage assets and (vi) the determination to revoke the Corporation's status 
as a real estate investment trust under Sections 856 through 860 of the Code. 
So long as the number of Independent Directors is two, the foregoing actions 
must be approved by both of the Independent Directors. 

   (c) Determination by Independent Directors. In determining whether any 
proposed action requiring their consent is in 

                                     - 33 -

<PAGE>

the best interests of the Corporation, the Independent Directors shall 
consider the interests of holders of both the Common Stock and the Preferred 
Stock, including, without limitation, the holders of the Series A Preferred 
Shares. In considering the interests of the holders of the Preferred Stock, 
including, without limitation, holders of the Series A Preferred Shares, the 
Independent Directors shall owe the same duties that the Independent 
Directors owe with respect to holders of shares of Common Stock. 

   Section 6.6.8. No Conversion Rights. The holders of Series A Preferred 
Shares shall not have any rights to convert such shares into shares of any 
other class or series of stock or into any other securities of, or any 
interest in, the Corporation. 

   Section 6.6.9. No Sinking Fund. No sinking fund shall be established for 
the retirement or redemption of Series A Preferred Shares. 

   Section 6.6.10. Preemptive or Subscription Rights. No holder of Series A 
Preferred Shares shall have any preemptive or subscription rights in respect 
of any shares of the Corporation that may be issued. 

   Section 6.6.11. No Other Rights. The Series A Preferred Shares shall not 
have any designations, preferences or relative, participating, optional or 
other special rights except as set forth in the Charter or as otherwise 
required by law. 

   Section 6.6.12. Compliance with Applicable Law. Declaration by the Board 
of Directors and payment by the Corporation of dividends to holders of the 
Series A Preferred Shares and 

                                     - 34 -

<PAGE>

repurchase, redemption or other acquisition by the Corporation (or another 
entity as provided in subsections (a) and (c) of Section 6.6.3 hereof) of 
Series A Preferred Shares shall be subject in all respects to any and all 
restrictions and limitations placed on dividends, redemptions or other 
distributions by the Corporation (or any such other entity) under (i) laws, 
regulations and regulatory conditions or limitations applicable to or 
regarding the Corporation (or any such other entity) from time to time and 
(ii) agreements with federal banking authorities with respect to the 
Corporation (or any such other entity) from time to time in effect. 

   Section 6.6.13. Maintenance of Status as Reporting Company. As long as any 
Series A Preferred Shares are outstanding, the Corporation shall maintain its 
status as a reporting company under the Securities Exchange Act of 1934, as 
amended. 

                                 ARTICLE VII 

               RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES 

   Section. 7.1. Definitions. For the purpose of this Article VII, the 
following terms shall have the following meanings: 

   Ownership Limit. The term "Ownership Limit" shall mean the lesser of 1.25 
percent of the value of the issued and outstanding shares of Capital Stock of 
the Corporation or 2.5 percent of the number of issued and outstanding shares 
of Preferred Stock of the Corporation. The number and value of the 
outstanding shares of Capital Stock shall be determined by the Board of 
Directors of the Corporation in good faith, which determination shall be 
conclusive for all purposes hereof. The Board of Directors also may determine 
that 

                                     - 35 -

<PAGE>

compliance with any restriction or limitation on stock ownership and transfer 
set forth in this Article VII is no longer required for REIT qualification or 
that, based upon then current law, such restriction or limitation may be 
modified. 

   Constructive Ownership. The term "Constructive Ownership" shall mean 
ownership of Capital Stock by a Person, whether the interest in the shares of 
Capital Stock is held directly or indirectly (including by a nominee), and 
shall include interests that would be treated as owned through the 
application of Section 544 of the Code, as modified by Section 856(h)(1)(B) 
of the Code. The terms "Constructive Owner," "Constructively Owns" and 
"Constructively Owned" shall have the correlative meanings. 

   Business Day. The term "Business Day" shall mean any day, other than a 
Saturday or Sunday, that is neither a legal holiday nor a day on which 
banking institutions in New York City are authorized or required by law, 
regulation or executive order to close. 

   Capital Stock. The term "Capital Stock" shall mean all classes or series 
of stock of the Corporation, including, without limitation, Common Stock and 
Preferred Stock. 

   Charitable Beneficiary. The term "Charitable Beneficiary" shall mean one 
or more beneficiaries of the Trust as determined pursuant to Section 7.3.6, 
provided that each such organization must be described in Section 501(c)(3) 
of the Code and contributions to each such organization must be eligible for 
deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code. 

                                     - 36 -
<PAGE>

   Charter. The term "Charter" shall mean the charter of the Corporation, as 
that term is defined in the MGCL. 

   Code. The term "Code" shall mean the Internal Revenue Code of 1986, as 
amended from time to time. 

   Excepted Holder. The term "Excepted Holder" shall mean Ronald O. Perelman, 
Gerald J. Ford, for each of which no ownership limit shall apply, and any 
stockholder of the Corporation who is exempted from application of the 
Ownership Limit or for whom the Ownership Limit is modified by these Articles 
or by the Board of Directors pursuant to Section 7.2.7. Moreover, any person 
which Constructively Owns Capital Stock of the Corporation due to the 
ownership of Capital Stock by Ronald O. Perelman or Gerald J. Ford shall be 
treated as an Excepted Holder in the same manner as Ronald O. Perelman or 
Gerald J. Ford respectively. 

   Initial Date. The term "Initial Date" shall mean the date upon which the 
Articles of Amendment containing this Article VII are filed with the SDAT. 

   Market Price. The term "Market Price" on any date shall mean, with respect 
to any class or series of outstanding shares of Capital Stock, the Closing 
Price for such Capital Stock on such date. The "Closing Price" on any date 
shall mean the last sale price for such Capital Stock, regular way, or, in 
case no such sale takes place on such day, the average of the closing bid and 
asked prices, regular way, for such Capital Stock, in either case as reported 
in the principal consolidated transaction reporting system with respect to 
securities listed or admitted to trading on the NYSE or, if such 

                                    - 37 - 

<PAGE>

Capital Stock is not listed or admitted to trading on the NYSE, as reported 
on the principal consolidated transaction reporting system with respect to 
securities listed on the principal national securities exchange on which such 
Capital Stock is listed or admitted to trading or, if such Capital Stock is 
not listed or admitted to trading on any national securities exchange, the 
last quoted price, or, if not so quoted, the average of the high bid and low 
asked prices in the over-the-counter market, as reported by the National 
Association of Securities Dealers, Inc. Automated Quotation System or, if 
such system is no longer in use, the principal other automated quotation 
system that may then be in use or, if such Capital Stock is not quoted by any 
such organization, the average of the closing bid and asked prices as 
furnished by a professional market maker making a market in such Capital 
Stock selected by the Board of Directors of the Corporation or, in the event 
that no trading price is available for such Capital Stock, the fair market 
value of the Capital Stock, as determined in good faith by the Board of 
Directors of the Corporation. 

     MGCL. The term "MGCL" shall mean the Maryland General Corporation Law, as 
amended from time to time. 

     NYSE. The term "NYSE" shall mean the New York Stock Exchange. 

     Person. The term "Person" shall mean an individual, corporation, 
partnership, estate, trust (including a trust qualified under Sections 401(a)
or 501(c)(17) of the Code), a portion of a trust permanently set aside for or 
to be used exclusively for the purposes described in Section 642(c) of the 
Code, association, private 

                                    - 38 - 

<PAGE>

foundation within the meaning of Section 509(a) of the Code, joint stock 
company or other entity. 

     Prohibited Owner. The term "Prohibited Owner" shall mean, with respect to
any purported Transfer, any Person who, but for the provisions of Section 
7.2.1, would Constructively Own shares of Preferred Stock in violation of this
Article VII, and if appropriate in the context, shall also mean any Person 
who would have been the record owner of the shares that the Prohibited Owner 
would have so owned. 

     Restriction Termination Date. The term "Restriction Termination Date" 
shall mean the first day after the Initial Date on which the Corporation 
determines pursuant to Section 5.7 of the Charter that it is no longer in 
the best interests of the Corporation to attempt to, or continue to, qualify 
as a REIT. 

     Transfer. The term "Transfer" shall mean any issuance, sale, transfer, 
gift, assignment, devise or other disposition, as well as any other event that
causes any Person to acquire Constructive Ownership of Preferred Stock or the 
right to vote or receive dividends on Preferred Stock, or any agreement to 
take any such actions or cause any such events, including (a) the granting or 
exercise of any option to acquire shares of Preferred Stock (or any 
disposition of any such option), (b) any disposition of any securities or 
rights convertible into or exchangeable for Preferred Stock or any interest 
in Preferred Stock or any exercise of any such conversion or exchange right 
and (c) transfers of interests in other entities that result in changes in 
Constructive Ownership of Preferred Stock; in each case, whether 

                                    - 39 - 

<PAGE>

voluntary or involuntary, whether by operation of law or otherwise. The terms
"Transferring" and "Transferred" shall have the correlative meanings. 

     Trust. The term "Trust" shall mean any trust provided for in Section 7.3.1 

     Trustee. The term "Trustee" shall mean the Person unaffiliated with the 
Corporation and a Prohibited Owner, that is appointed by the Corporation to 
serve as trustee of the Trust. 

     Section 7.2 Capital Stock. 

       Section 7.2.1 Ownership Limitations. During the period commencing on 
the Initial Date and prior to the Restriction Termination Date: 

         (a) Basic Restrictions. 

           (i) Except as otherwise provided in Section 7.2.7, no Person, other 
than an Excepted Holder, shall Constructively Own shares of Preferred Stock 
in excess of the Ownership Limit. 

           (ii) Notwithstanding any other provisions contained herein (except 
Section 7.4), any Transfer of shares of Preferred Stock that, if effective, 
would result in the Preferred Stock being beneficially owned by less than 100 
Persons (determined under the principles of Section 856(a)(5) of the Code) 
shall be void ab initio, and the intended transferee shall acquire no rights 
in such shares of Preferred Stock. 

         (b) Transfer in Trust. If any Transfer of shares of Preferred Stock 
occurs which, if effective, would result in any 

                                    - 40 - 

<PAGE>

Person Constructively Owning shares of Preferred Stock in violation of 
Section 7.2.1(a)(i), 

      (i) then that number of shares of the Preferred Stock the Constructive 
Ownership of which otherwise would cause such Person to violate Section 
7.2.1(a)(i) (rounded up to the nearest whole share) shall be automatically 
transferred to a Trust for the benefit of a Charitable Beneficiary, as 
described in Section 7.3, effective as of the close of business on the 
Business Day prior to the date of such Transfer, and such Person shall 
acquire no rights in such shares; or 

      (ii) if the transfer to the Trust described in clause (i) of this 
sentence would not be effective for any reason to prevent the violation of 
Section 7.2.1(a)(i), then the Transfer of that number of shares of Preferred 
Stock that otherwise would cause any Person to violate Section 7.2.1(a)(i) 
shall be void ab initio, and the intended transferee shall acquire no rights 
in such shares of Capital Stock. 

  Section 7.2.2 Remedies for Breach. If the Board of Directors of the 
Corporation or any duly authorized committee thereof shall at any time 
determine in good faith that a Transfer or other event has taken place that 
results in a violation of Section 7.2.1 or that a Person intends to acquire 
or has attempted to acquire Constructive Ownership of any shares of Capital 
Stock in violation of Section 7.2.1 (whether or not such violation is 
intended), the Board of Directors or a committee thereof shall take such 
action as it deems advisable to refuse to give effect to or to prevent such 
Transfer or 

                                    - 41 - 

<PAGE>

other event, including, without limitation, causing the Corporation to redeem 
shares, refusing to give effect to such Transfer on the books of the 
Corporation or instituting proceedings to enjoin such Transfer or other 
event, provided, however, that any Transfers or attempted Transfers or other 
events in violation of Section 7.2.1 shall automatically result in the 
transfer to the Trust described above, and, where applicable, such Transfer 
(or other event) shall be void ab initio as provided above irrespective of 
any action (or non-action) by the Board of Directors or a committee thereof. 

  Section 7.2.3 Notice of Restricted Transfer. Any person who acquires or 
attempts or intends to acquire Constructive Ownership of shares of Preferred 
Stock that will or may violate Section 7.2.1(a), or any Person who would have 
constructively owned shares of Preferred Stock that resulted in a transfer to 
the Trust pursuant to the provisions of Section 7.2.1(b) shall immediately 
give written notice to the Corporation of such event, or in the case of such 
a proposed or attempted transaction, give at least 15 days prior written 
notice, and shall provide to the Corporation such other information as the 
corporation may request in order to determine the effect, if any, of such 
Transfer on the Corporation's status as a REIT. 

  Section 7.2.4 Owners Required To Provide Information. From the Initial Date 
and prior to the Restriction Termination Date: 

    (a) every owner of more than five percent (or such lower percentage as 
required by the Code or the Treasury Regulations promulgated thereunder) of 
the outstanding shares of Capital Stock, 

                                    - 42 - 

<PAGE>

within 30 days after the end of each taxable year, shall give written notice 
to the Corporation stating the name and address of such owner, the number of 
shares of Capital Stock and other shares of the Capital Stock Constructively 
Owned and a description of the manner in which such shares are held. Each 
such owner shall provide to the Corporation such additional information as 
the Corporation may request in order to determine the effect, if any, of such 
Constructive Ownership on the Corporation's status as a REIT and to ensure 
compliance with the Ownership Limit. 

    (b) each Person who is a Constructive Owner of Capital Stock and each 
Person (including the stockholder of record) who is holding Capital Stock for 
a Constructive Owner shall provide to the Corporation such information as the 
Corporation may request, in good faith, in order to determine the 
Corporation's status as a REIT and to comply with requirements of any taxing 
authority or governmental authority or to determine such compliance. 

  Section 7.2.5 Remedies Not Limited. Subject to Sections 5.7 and 7.4 of the 
Charter, nothing contained in this Section 7.2 shall limit the authority of 
the Board of Directors of the Corporation to take such other action as it 
deems necessary or advisable to protect the Corporation and the interests of 
its stockholders in preserving the Corporation's status as a REIT. 

  Section 7.2.6 Ambiguity. In the case of an ambiguity in the application of 
any of the provisions of this Section 7.2, Section 7.3, or any definition 
contained in Section 7.1, the Board of Directors of the Corporation shall 
have the power to determine the 

                                    - 43 - 

<PAGE>

application of the provisions of this Section 7.2 or Section 7.3 with respect 
to any situation based on the facts known to it. In the event Section 7.2 or 
7.3 requires an action by the Board of Directors and the Charter fails to 
provide specific guidance with respect to such action, the Board of Directors 
shall have the power to determine the action to be taken so long as such 
action is not contrary to the provisions of Sections 7.1, 7.2 or 7.3. 

  Section 7.2.7 Exceptions. 

    (a) Except as otherwise provided in this Section, the Board of Directors 
of the Corporation, in its sole discretion, may exempt a Person from the 
Ownership Limit and may establish or increase a different ownership limit for 
such Person if it receives a ruling from the Internal Revenue Service, or the 
advice of counsel, in either case in form and substance satisfactory to the 
Board of Directors in its sole discretion, as it may deem necessary or
advisable in order to determine or ensure the Corporation's status as a REIT. 
Notwithstanding the receipt of any ruling or opinion, the Board of Directors 
may impose such conditions or restrictions as it deems appropriate in 
connection with granting such exception. 

    (b) An underwriter which participates in a public offering or a private 
placement of Capital Stock (or securities convertible into or exchangeable 
for Capital Stock) may Constructively Own shares of Capital Stock (or 
securities convertible into or exchangeable for Capital Stock) in excess of 
the Ownership Limit, but only to the extent necessary to facilitate such 
public offering or private placement. 

                                    - 44 - 

<PAGE>

    (c) (i) Any Person described in this Section 7.2.7(c) shall be exempt 
from the Ownership Limit set forth in this Charter and shall be subject to 
the Special Ownership Limit defined in this section if such Person satisfies 
the notification requirements of Section 7.2.7(c)(ii). A Person shall be 
treated as described in this Section 7.2.7(c) if (A) such Person is both not 
a natural person and not an entity which is treated as an individual for 
purposes of Section 542(a)(2) of the Code (as modified by Section 856(h)(3) 
of the Code) and (B) no other Person constructively Owns more than 9.9 
percent of the value of the ownership interests in such Person. The "Special 
Ownership Limit" shall mean the lesser of (i) 20 percent of the number of the 
issued and outstanding shares of Preferred Stock of the Corporation or (ii) 
10 percent of the value of the issued and outstanding shares of Capital Stock 
of the Corporation. 

      (ii) To the extent any Person acquires Capital Stock of the Corporation 
requiring exemption from the Ownership Limit and application of the Special 
Ownership Limit under this Section 7.2.7(c), such Person shall notify the 
Corporation in writing within fourteen (14) days of the acquisition of such 
Capital Stock and shall provide the Corporation with the number of shares of 
Capital Stock owned by such Person and representations to the effect that 
such Person qualifies for waiver of the Ownership Limit and application of 
the Special Ownership Limit pursuant to Section 7.2.7(c). Moreover, such 
Person shall represent and covenant that it will comply with the notification 
requirements of Section 1.857-8(e) of the Code. Any person failing to comply 
with the notification requirements of this 

                                    - 45 - 
<PAGE>

Section 7.2.7(c)(ii) shall not qualify for waiver of the Ownership Limit and 
application of the Special Ownership Limit under this Section 7.2.7(c). 
Notwithstanding the foregoing, the Board of Directors of the Corporation may, 
in its sole discretion, grant a waiver to any Person which fails to satisfy 
the requirements of this Section 7.2.7(c) pursuant to Section 7.2.7(a) 

     (iii) Any Person which qualifies for exemption under this Section 
7.2.7(c) and for any reason, whether through action or inaction, undergoes a 
change in ownership such that such Person is no longer described in Section 
7.2.7(c)(i) shall no longer qualify for the exemption from the Ownership 
Limit and application of the Special Ownership Limit in Section 7.2.7(c) and 
shall be subject to the Ownership Limit as described in Section 7.2.7(a). 

    Section 7.2.8 Legend. Each certificate for shares of Preferred Stock 
shall bear substantially the following legend: 

     The shares represented by this certificate are subject to restrictions on 
     Constructive Ownership and Transfer for the purpose of the Corporation's 
     maintenance of its status as a Real Estate Investment Trust under the 
     Internal Revenue Code of 1986, as amended (the "Code"). Subject to certain
     further restrictions and except as expressly provided in the 
     Corporation's Charter, (i) no Person may Constructively Own in excess of 
     the lesser of 1.25 percent of the value of the issued and outstanding 
     shares of Capital Stock of the Corporation or 2.5 percent of the number 
     of issued and outstanding shares of Preferred Stock of the Corporation; 
     and (ii) no Person may Transfer shares of Capital Stock if such Transfer 
     would result in the Capital Stock of the Corporation being owned 
     (directly or beneficially) by fewer than 100 Persons. Any Person who 
     attempts to Constructively Own shares of Capital Stock which causes or 
     will 

                                     - 46 - 

<PAGE>

   cause a Person to Constructively Own shares of Capital Stock in excess or 
   in violation of the above limitations must immediately notify the 
   Corporation. If any of the restrictions on transfer or ownership are 
   violated, the shares of Capital Stock represented hereby will be 
   automatically transferred to a Trustee of a Trust for the benefit of one 
   or more Charitable Beneficiaries. In addition, upon the occurrence of 
   certain events, attempted Transfers in violation of the restrictions 
   described above may be void ab initio. All capitalized terms in this 
   legend have the meanings defined in the charter of the Corporation, as the 
   same may be amended from time to time, a copy of which, including the 
   restrictions on transfer and ownership, will be furnished to each holder 
   of Capital Stock of the Corporation on request and without charge. 

    Instead of the foregoing legend, the certificate may state that the 
Corporation will furnish a full statement about certain restrictions on 
transferability to a stockholder on request and without charge. 

   Section 7.3 Transfer of Capital Stock In Trust. 

   Section 7.3.1 Ownership in Trust. Upon any purported Transfer or other 
event that would result in a transfer of shares of Capital Stock to a Trust, 
such shares of Capital Stock shall be deemed to have been transferred to the 
Trustee as trustee of a Trust for the exclusive benefit of one or more 
Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be 
effective as of the close of business on the Business Day prior to the 
purported Transfer or other event that results in the transfer to the Trust. 
The Trustee shall be appointed by the Corporation and shall be a Person 
unaffiliated with the Corporation and any Prohibited Owner. Each 

                                     - 47 - 

<PAGE>

Charitable Beneficiary shall be designated by the Corporation as provided in 
Section 7.3.6. 

    Section 7.3.2 Status of Shares Held by the Trustee. Shares of Capital 
Stock held by the Trustee shall be issued and outstanding shares of Capital 
Stock of the Company. The Prohibited Owner shall have no rights in the shares 
held by the Trustee. The Prohibited Owner shall not benefit economically from 
ownership of any shares held in trust by the Trustee, shall have no rights to 
dividends and shall not possess any rights to vote or other rights 
attributable to the shares held in the Trust. 

    Section 7.3.3 Dividend and Voting Rights. The Trustee shall have all 
voting rights and rights to dividends or other distributions with respect to 
shares of Capital Stock held in the Trust, which rights shall be exercised 
for the exclusive benefit of the Charitable Beneficiary. Any dividend or 
other distribution paid prior to the discovery by the Corporation that the 
shares of Capital Stock have been transferred to the Trustee shall be paid by 
the recipient of such dividend or distribution to the Trustee upon demand and 
any dividend or other distribution authorized but unpaid shall be paid when 
due to the Trustee. Any dividend or distribution so paid to the Trustee shall 
be held in trust for the Charitable Beneficiary. The Prohibited Owner shall 
have no voting rights with respect to shares held in the Trust and, subject 
to Maryland, law, effective as of the date that the shares of Capital Stock 
have been transferred to the Trustee, the Trustee shall have the authority 
(at the Trustee's sole discretion) (i) to rescind as void any vote cast by a 
Prohibited Owner 

                                     - 48 - 

<PAGE>

prior to the discovery by the Corporation that the shares of Capital Stock 
have been transferred to the Trustee and (ii) to recast such vote in 
accordance with the desires of the Trustee acting for the benefit of the 
Charitable Beneficiary; provided, however, that if the Corporation has 
already taken irreversible corporate action, then the Trustee shall not have 
the authority to rescind and recast such vote. Notwithstanding the provisions 
of this Article VII, until the Corporation has received notification that 
shares of Capital Stock have been transferred into a Trust, the Corporation 
shall be entitled to rely on its share transfer and other stockholder records 
for purposes of preparing lists of stockholders entitled to vote at meetings, 
determining the validity and authority of proxies and otherwise conducting 
votes of stockholders. 

    Section 7.3.4 Sale of Shares by Trustee. Within 20 days of receiving 
notice from the Corporation that shares of Capital Stock have been 
transferred to the Trust, the Trustee of the Trust shall sell the shares held 
in the Trust to a person, designated by the Trustee, whose ownership of the 
shares will not violate the ownership limitations set forth in this Article 
VII. Upon such sale, the interest of the Charitable Beneficiary in the shares 
sold shall terminate and the Trustee shall distribute the net proceeds of the 
sale to the Prohibited Owner and to the Charitable Beneficiary as provided in 
this Section 7.3.4. The Prohibited Owner shall receive the lesser of (1) the 
price paid by the Prohibited Owner for the shares or, if the Prohibited Owner 
did not give value for the shares in connection with the event causing the 
shares to be held in the 

                                     - 49 - 

<PAGE>

Trust (e.g., in the case of a gift, devise or other such transaction), the 
Market Price of the shares on the day of the event causing the shares to be 
held in the Trust and (2) the price per share received by the Trustee from 
the sale or other disposition of the shares held in the Trust. Any net sales 
proceeds in excess of the amount payable to the Prohibited Owner shall be 
immediately paid to the Charitable Beneficiary. If, prior to the discovery by 
the Corporation that shares of Capital Stock have been transferred to the 
Trustee, such shares are sold by a Prohibited Owner, then (i) such shares 
shall be deemed to have been sold on behalf of the Trust and (ii) to the 
extent that the Prohibited Owner received an amount for such shares that 
exceeds the amount that such Prohibited Owner was entitled to receive 
pursuant to this Section 7.3.4, such excess shall be paid to the Trustee upon 
demand. 

    Section 7.3.5 Purchase Right in Stock Transferred to the Trustee. Shares 
of Capital Stock transferred to the Trustee shall be deemed to have been 
offered for sale to the Corporation, or its designee, at a price per share 
equal to the lesser of (i) the price per share in the transaction that 
resulted in such transfer to the Trust (or, in the case of a devise or gift, 
the Market Price at the time of such devise or gift) and (ii) the Market 
Price on the date the Corporation, or its designee, accepts such offer. The 
Corporation shall have the right to accept such offer until the Trustee has 
sold the shares held in the Trust pursuant to Section 7.3.4. Upon such a sale 
to the Corporation, the interest of the Charitable Beneficiary in 

                                     - 50 - 

<PAGE>

the shares sold shall terminate and the Trustee shall distribute the net 
proceeds of the sale to the Prohibited Owner. 

    Section 7.3.6 Designation of Charitable Beneficiaries. By written notice 
to the Trustee, the Corporation shall designate one or more nonprofit 
organizations to be the Charitable Beneficiary of the interest in the Trust 
such that (i) the shares of Capital Stock held in the Trust would not violate 
the restrictions set forth in this Article VII in the hands of such 
Charitable Beneficiary and (ii) each such organization must be described in 
Section 501(c)(3) of the Code and contributions to each such organization 
must be eligible for deduction under each of Sections 170(b)(1)(A). 2055 and 
2522 of the Code. 

    Section 7.4 NYSE Transactions. Nothing in this Article VII shall preclude 
the settlement of any transaction entered into through the facilities of the 
NYSE or any other national securities exchange or automated inter-dealer 
quotation system. 

    Section 7.5 Enforcement. The Corporation is authorized specifically to 
seek equitable relief, including injunctive relief, to enforce the provisions 
of this Article VII. 

    Section 7.6 Non-Waiver. No delay or failure on the part of the 
Corporation or the Board of Directors in exercising any right hereunder shall 
operate as a waiver of any right of the Corporation or the Board of 
Directors, as the case may be, except to the extent specifically waived in 
writing. 

                                     - 51 - 

<PAGE>

                                 ARTICLE VIII 

                                  AMENDMENTS 

   The Corporation reserves the right from time to time to make any amendment 
to its charter, now or hereafter authorized by law, including any amendment 
altering the terms or contract rights, as expressly set forth in this 
charter, of any shares of outstanding stock. All rights and powers conferred 
by the charter on stockholders, directors and officers are granted subject to 
this reservation. Subject to the rights of the holders of shares of Series A 
Preferred Stock set forth in Section 6.6, any amendment to the charter shall 
be valid only if approved by the affirmative vote of a majority of all the 
votes entitled to be cast on the matter. Any amendment to Section 6.6 of the 
charter shall be valid only if approved as provided therein. 

                                  ARTICLE IX 

                           LIMITATION OF LIABILITY 

   To the maximum extent that Maryland law in effect from time to time permits 
limitation of the liability of directors and officers of a corporation, no 
director or officer of the Corporation shall be liable to the Corporation or 
its stockholders for money damages. Neither the amendment nor repeal of this 
Article IX, nor the adoption or amendment of any other provision of the 
charter or Bylaws inconsistent with this Article IX, shall apply to or affect 
in any respect the applicability of the preceding sentence with respect to any 
act or failure to act which occurred prior to such amendment, repeal or 
adoption. 

                                     - 52 - 

<PAGE>

    THIRD: The amendment to and restatement of the charter as hereinabove set 
forth has been duly advised by the Board of Directors and approved by the 
stockholders of the Corporation as required by law. 

    FOURTH: The current address of the principal office of the Corporation is 
as set forth in Article IV of the foregoing amendment and restatement of the 
charter. 

    FIFTH: The name and address of the Corporation's current resident agent 
is as set forth in Article IV of the foregoing amendment and restatement of 
the charter. 

    SIXTH: The number of directors of the Corporation and the names of those 
currently in office are as set forth in Article V of the foregoing amendment 
and restatement of the charter. 

    SEVENTH: The total number of shares of stock which the Corporation had 
authority to issue immediately prior to this amendment and restatement was 
1,000 shares, $.01 par value per share, all of one class. The aggregate par 
value of all shares of stock having par value was $10.00. 

    EIGHTH: The total number of shares of stock which the Corporation has 
authority to issue pursuant to the foregoing amendment and restatement of the 
charter is 60,000,000 consisting of 30,000,000 shares of Common Stock, $.01 
par value per share, and 30,000,000 shares of Preferred Stock, $.01 par value 
per share. The aggregate par value of all authorized shares of stock having 
par value is $600,000, 

                                     - 53 - 

<PAGE>

    NINTH: The undersigned President acknowledges these Articles of Amendment 
and Restatement to be the corporate act of the Corporation and as to all 
matters or facts required to be verified under oath, the undersigned 
President acknowledges that to the best of his knowledge, information and 
belief, these matters and facts are true in all material respects and that 
this statement is made under the penalties for perjury. 

    By resolution of the Board of Directors of the Corporation, the signature 
of the President of the Corporation may be attested by the undersigned Vice 
President and Assistant Treasurer of the Corporation. 

                                     - 54 - 

<PAGE>

    IN WITNESS WHEREOF, the Corporation has caused these Articles of 
Amendment and Restatement to be signed in its name and on its behalf by its 
President and attested to by its Secretary on this 31st day of January, 1997. 

ATTEST: 
                                                 CALIFORNIA FEDERAL PREFERRED 
                                                 CAPITAL CORPORATION 

/s/ Eric K. Kawamura                             By: /s/ Carl B. Webb
--------------------                                 ---------------------
Eric K. Kawamura                                     Carl B. Webb  [SEAL] 
Vice President and                                   President 
Assistant Treasurer 

                                     - 55 -