PURCHASE AGREEMENT
                                   
                                   

H. F. AHMANSON & COMPANY                     June 26, 1996
4900 Rivergrade Road
Irwindale, California 91607
Attention:  Chief Financial Officer
          
          The undersigned agrees to purchase the following principal
amount of the Notes described in the Distribution Agreement dated
April 4, 1995 (as it may be supplemented or amended from time to time,
the "Distribution Agreement"):

                               
PRINCIPAL AMOUNT:              $30,000,000
                               
INTEREST RATE:                 6.00%
                               
STATED MATURITY:               April 1, 1997
                               
INTEREST PAYMENT DATES:        December 15, 1996
                               
REGULAR RECORD DATES:          November 30, 1996
                               
PRICE TO PUBLIC                initially at 100% of Principal
                               Amount, thereafter at varying
                               amounts
                               
DISCOUNT:                      .135% of Principal Amount
                               (Concession: .135% of Principal
                               Amount, Reallowance: 0% of
                               Principal Amount)
                               
AGGREGATE PRICE TO BE PAID TO  
COMPANY (IN IMMEDIATELY        
AVAILABLE FUNDS):              $29,959,500
                               
SETTLEMENT DATE:               July 1, 1996
          
          Terms defined in the Prospectus relating to the Notes and in
the Distribution Agreement shall have the same meaning when used
herein.
          
          Our obligation to purchase Notes hereunder is subject to the
continued accuracy of your representations and warranties contained in
the Distribution Agreement and to your performance and observance of
all applicable covenants and agreements contained therein, including,
without limitation, your obligations pursuant to Section 7 thereof.
Our obligation hereunder is subject to the further condition that we
shall receive the certificate required to be delivered pursuant to
Section 5(f) of the Distribution Agreement.
          
          In further consideration of our agreement hereunder, you
agree that between the date hereof and the above Settlement Date, you
will not, without our prior consent, offer or sell, or enter into any
agreement to sell, any debt securities substantially similar to the
Notes to be sold hereby, other than the Notes which are to be sold
hereby and commercial paper, securities sold under agreements to
repurchase and borrowings under bank lines of credit in the ordinary
course of business.
          
          We may terminate this Agreement, immediately upon notice to
you, at any time prior to the Settlement Date, if prior thereto there
shall have occurred: (i) any change, or any development involving a
prospective change, in or affecting particularly the business or
properties of the Company or its subsidiaries which, in our judgment,
materially impairs the investment quality of the Notes; (ii) any
downgrading in the rating of any debt securities or preferred stock of
the Company by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act);
(iii) either Standard and Poor's Corporation or Moody's Investors
Service, Inc. shall have publicly announced that it has under
surveillance or review, with possible negative implications, its
ratings of any of the Company's debt securities or preferred stock;
(iv) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange, or any suspension of trading of
any securities of the Company on any exchange or in the over-the-
counter market; (v) a general moratorium on commercial banking
activities in New York or California declared by either Federal or
applicable state authorities; or (vi) the outbreak or escalation of
major hostilities involving the United States or the declaration by
the United States of a national emergency or war, if the effect of any
such event specified in Clauses (i) or (vi) in our judgment makes it
impracticable to proceed with the solicitation of offers to purchase
Notes or the purchase of Notes from the Company as principal pursuant
to this Purchase Agreement, as the case may be, or you are unable to
provide the certificate referred to in the second preceding paragraph.
In the event of such termination, no party shall have any liability to
the other party hereto, except as provided in Sections 4, 7 and 12 of
the Distribution Agreement.
          
          This Agreement shall be governed by and construed in
accordance with the laws of New York.

                              BEAR, STEARNS & CO. INC.
                              
                              
                              
                              By:  /s/ Timothy A. O'Neill
                              Name: Timothy A. O'Neill
                              Title: Senior Managing Director





ACCEPTED

H. F. AHMANSON & COMPANY



By: /s/ Tim S. Glassett