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                                                                       EXHIBIT 2
 
INTERESTS OF CERTAIN PERSONS IN THE WASHINGTON MUTUAL/GREAT WESTERN MERGER
 
     Certain members of Great Western's management and the Great Western Board,
respectively, may be deemed to have certain interests in the Washington
Mutual/Great Western Merger that are in addition to their interests as
stockholders of Great Western generally. The Great Western Board was aware of
these interests and considered them, among other matters, in approving the
Merger Agreement and the transactions contemplated thereby.
 
     Board of Directors.  Pursuant to the terms of the Merger Agreement, members
of the Washington Mutual Board will continue to serve on the Washington Mutual
Board and, at the Effective Time, Washington Mutual will take all action
necessary to appoint four representatives of Great Western, mutually agreeable
to Washington Mutual and Great Western, to the Washington Mutual Board. See
"Management and Operations of Washington Mutual Following the Washington
Mutual/Great Western Merger."
 
     Indemnification;  Directors' and Officers' Insurance. The Merger Agreement
requires that Washington Mutual and Great Western, to the extent set forth in
the following paragraph, cooperate and use their best efforts to defend and
respond to any threatened or actual claim, action, suit, proceeding or
investigation, whether civil, criminal or administrative, whether asserted or
arising before or after the Effective Time (each a "Claim"), against each
present and former director, officer and employee of Great Western and its
subsidiaries (each an "Indemnified Party"), arising in whole or in part out of
(i) his or her actions as such a director, officer, employee, or serving on
behalf of such a person, or (ii) the Merger Agreement or any actions in
connection therewith.
 
     The Merger Agreement also requires Washington Mutual after the Effective
Time to indemnify and hold harmless, as and to the fullest extent permitted by
the corporate governance documents of Great Western and its subsidiaries, the
indemnification letters between Great Western and each of its directors and
executive officers and by law, each Indemnified Party against any losses,
claims, damages, liabilities, costs, expenses (including reasonable attorneys'
fees and expenses in advance of the final disposition of any claim, suit,
proceeding or investigation to each Indemnified Party to the fullest extent
permitted by law upon receipt of an undertaking from such Indemnified Party to
repay such advanced expenses if it is finally and unappealably determined that
such Indemnified Party was not entitled to indemnification hereunder),
judgments, fines and amounts paid in settlement in connection with any such
threatened or actual claim, action, suit, proceeding or investigation, and in
the event of any such threatened or actual claim, action, suit, proceeding or
investigation (whether asserted or arising before or after the Effective Time),
the Indemnified Parties may retain counsel reasonably satisfactory to them after
consultation with Washington Mutual except as provided in the Merger Agreement.
 
     These indemnification obligations of Washington Mutual will continue in
full force for at least six years after the Effective Time and will apply to any
Claim asserted or made within such period (including, without limitation, Claims
arising out of or pertaining to the transactions contemplated by the Merger
Agreement).
 
     The Merger Agreement requires that Washington Mutual use its best efforts
to cause the persons serving as officers and directors of Great Western
immediately prior to the Effective Time to be covered for a period of six years
from the Effective Time by the directors' and officers' liability insurance
policy maintained by Great Western (provided that Washington Mutual may
substitute therefor policies of at least the same coverage and amounts
containing terms and conditions which are not less advantageous to such
directors and officers of Great Western than the terms and conditions of such
existing policy) with respect to acts or omissions occurring prior to the
Effective Time which were committed by such officers and directors in their
capacity as such.
 
     Employment Agreements.  Great Western has entered into employment
agreements (the "EMC Agreements") with each of its seven executive officers
(Messrs. Maher, Pappas, Schenck, Geuther, Sims, Erikson and Ms. Studenmund) who
constitute the members of Great Western's Executive Management Committee, which
provide, among other things, for severance payments upon certain terminations of
employment prior to, or during the two year period (three years, in the case of
Mr. Maher's agreement)
 
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following, a change in control of Great Western. In order to qualify for the
severance benefits described below, termination of employment must be (i) by
Great Western or a successor employer other than for "cause" (as such term is
defined in the EMC Agreements) or (ii) by the executive because of a material
breach of the EMC Agreement by Great Western or a successor employer which is
not cured within fifteen days after receipt of notice thereof. The EMC
Agreements provide that, following a qualifying termination, the executive is
entitled to receive (a) a lump sum payment equal to the product of (1) the sum
of (A) the executive's annual base salary plus (B) the executive's target bonus
under Great Western's Annual Incentive Plan for Executive Officers (the
"Executive Officer Incentive Plan") in respect of the year in which such
termination occurs (or the year in which the change in control occurs, whichever
is greater) and (2) the number three, and (b) a pro-rata target bonus under the
Executive Officer Incentive Plan in respect of the year in which such
termination occurs, provided, that if the termination occurs during the same
year in which the change in control occurs, the amount described in this clause
(b) will be offset by any payments received under the Executive Officer
Incentive Plan in connection with the change in control. In addition, the
executive would be entitled to continuation of welfare-type benefits for three
years following such termination. Mr. Maher's EMC Agreement provides that he may
elect to terminate his employment, without a material breach by Great Western or
a successor employer, and receive the benefits described above during the period
commencing no earlier than eighteen months following a change in control of
Great Western and ending no later than the second anniversary of such change in
control; provided, that the eighteen-month minimum period shall not apply if, at
any time during the first year following such change in control, more than 50%
of the non-employee members of the Great Western Board as of the date
immediately preceding the change in control are no longer members of the Great
Western Board; and provided further, that, if Mr. Maher elects to so terminate
his EMC Agreement, cash benefits which would become payable will be reduced by
25%. If any payments received by an executive under his or her EMC Agreement or
any other benefit plan, agreement or arrangement in which such executive
participates would be subject to an excise tax ("Excise Tax") under Section 4999
of the Code, he or she will be entitled to receive any additional amount
necessary to make such executive whole with respect to such Excise Tax. If the
value of the aggregate payments which are contingent upon a change in control of
Great Western ("parachute payments") is less than specified Code limits that
currently approximate three times the average of an executive's compensation for
the prior five years (the "Section 280G Limit") for any reason (including that
some or all of such entitlement does not constitute a parachute payment), the
executive is entitled to receive the Section 280G Limit. Consummation of the
Washington Mutual/Great Western Merger will constitute a change in control of
Great Western for purposes of the EMC Agreements. If the employment of the seven
executive officers of Great Western were terminated on or about the effective
date of the Washington Mutual/Great Western Merger under circumstances entitling
them to severance benefits under the EMC Agreements, such officers would be
entitled to the following approximate amounts in respect of the benefits
described in clause (a) above: Mr. Maher, $4,386,000; Mr. Pappas, $2,160,000;
Mr. Schenck, $2,160,000; Mr. Geuther, $1,920,000; Mr. Sims, $1,632,000; Mr.
Erikson, $1,512,000; and Ms. Studenmund, $1,680,000. There would be no amounts
payable in respect of clause (b) under these circumstances; the pro-rata target
bonus amounts payable to such officers upon a change in control of Great Western
are set forth below under "Great Western Cash-Based Incentive Plans."
 
     Consulting Agreement.  Great Western has entered into a consulting
agreement (the "Consulting Agreement") with Mr. James F. Montgomery, the
Chairman and former Chief Executive of Great Western, that has a term which
expires December 31, 2000 and which provides, among other things, that Mr.
Montgomery will serve as Chairman of the Board of Great Western for a term
ending no earlier than December 31, 1997. If, during the term of the Consulting
Agreement, Great Western or its successor materially breaches the Consulting
Agreement and fails to cure such breach within fifteen days of notice thereof,
Mr. Montgomery is entitled to terminate the Consulting Agreement and receive,
among other things, his consulting fees ($485,000 per year) and continuation of
his benefits under Great Western's executive medical program until the
expiration of the term. If, during the term of the Consulting Agreement, there
should occur a change in control of Great Western, Mr. Montgomery may, within 6
months after he first has knowledge of such event, elect to terminate the
Consulting Agreement and receive the benefits described in the immediately
preceding sentence. If the Consulting Agreement were terminated on or about the
effective
 
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date of the Washington Mutual/Great Western Merger under circumstances entitling
him to termination benefits described above, Mr. Montgomery would be entitled to
approximately $1,657,000 in respect of consulting fees.
 
     Supplemental Retirement Plans. Great Western's Supplemental Executive
Retirement Plan (the "SERP") provides that if, prior to, or within 24 months
following, a change in control of Great Western, an executive officer's
employment is terminated under circumstances which would entitle such officer to
receive the severance benefits payable under his or her EMC Agreement, such
officer will be entitled to receive (i) for executive officers who have attained
age 55 for purposes of the SERP, immediate commencement of retirement benefits
that are not actuarially reduced for early retirement, or (ii) for executive
officers who have not attained age 55 for purposes of the SERP, vesting of his
or her accrued retirement benefits as of such termination and commencement of
payment on such officer's attainment (or deemed attainment) of age 55, without
reduction for commencement prior to normal retirement. SERP participants will be
entitled to an additional 3 years of age and service credit as of their
termination date in calculating the amount and commencement date of their
retirement benefits. If the employment of the seven executive officers of Great
Western were terminated on or about the effective date of the Washington
Mutual/Great Western Merger under circumstances entitling them to the benefits
described above under the SERP, such officers would be entitled to the following
approximate annual benefit: Mr. Maher, $950,000; Mr. Pappas, $357,870; Mr.
Schenck, $324,029; Mr. Geuther, $310,848; Mr. Sims, $39,596; Mr. Erikson,
$238,252; and Ms. Studenmund, $121,864. The preceding amounts represent the
aggregate benefit which the individual will be entitled to receive under the
SERP generally in the form of a single-life annuity: these aggregate amounts are
subject to adjustment based on actual 1997 compensation, and amounts received by
the individual from Great Western's tax-qualified retirement plans (and for Mr.
Schenck and Ms. Studenmund, benefits paid from tax qualified retirement plans of
previous employers) and Social Security payments will serve to offset and reduce
these SERP benefits. Great Western's Retirement Restoration Plan provides for
the vesting of benefits payable thereunder if a participant incurs a qualifying
termination of employment prior to, or within 24 months following, a change in
control of Great Western. Consummation of the Washington Mutual/Great Western
Merger will constitute a change in control of Great Western for purposes of
these plans.
 
     Deferred Compensation Plans.  Great Western's deferred compensation plans
provide for deferral until retirement of portions of a participant's income.
Employee participants may also receive employer matching contributions under the
plans. Amounts deferred under each of these plans are credited with earnings
based upon rates applicable to U.S. Treasury Notes, which rates increase based
upon years of participation in such plan. The plans provide for full vesting
(where applicable) of employer matching contributions upon a change in control
of Great Western or if an employee participant incurs a termination of
employment under circumstances that would entitle such employee participant to
receive severance benefits under his or her EMC Agreement (if such participant
is an executive officer) or, if the employee is not an executive officer, under
the Special Severance Plan (as defined below) (whether or not a participant in
such Plan). In addition, if an employee participant's employment is terminated
under the circumstances described in the immediately preceding sentence, such
participant is entitled to be credited with the fully enhanced earnings rate on
his or her account balance. A participant may, prior to a change in control,
elect to receive the full amount of his or her account balances in a lump sum
within 45 days following such change in control, and may, during the 2-year
period following a change in control, elect to receive 95% of his or her account
balances in a lump sum. Consummation of the Washington Mutual/Great Western
Merger will constitute a change in control of Great Western for purposes of
these plans. The account balances of the executive officers of Great Western
under the deferred compensation plans as of the effective date of the Washington
Mutual/Great Western Merger will be approximately the following (all of these
amounts became vested prior to the Washington Mutual/Great Western Merger except
as noted in the immediately following sentence): Mr. Maher, $4,758,000; Mr.
Pappas, $132,000; Mr. Schenck, $89,000; Mr. Geuther, $794,000; Mr. Sims, $0; Mr.
Erikson, $29,000; and Ms. Studenmund, $106,000. The following approximate
amounts represent that portion of the executive officers' total account balances
which is attributable to crediting the fully enhanced earnings rate: Mr. Maher,
$266,000; Mr. Pappas, $0; Mr. Schenck, $2,500; Mr. Geuther, $39,000; Mr.
Erikson, $0; and Ms. Studenmund, $2,400. The following fully vested amounts are
currently credited to the accounts of the non-employee members of the Great
Western Board: Mr. Alexander, $723,500; Mr. Christie, $454,500;
 
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Mr. Frank, $189,100; Mr. Giovenco, $831,200; Mr. Gryp, $187,200; Mr. Hernandez,
$187,600; Mr. Miller, $490,600; Mr. Montgomery, $2,490,600; Ms. Siegel,
$204,500; and Mr. Wood, $209,400.
 
     Great Western Equity-Based Incentive Awards.  The provisions of the Merger
Agreement relating to the conversion of Great Western Stock Options outstanding
under Great Western Stock Plans into stock options for Washington Mutual Common
Stock are described under "The Washington Mutual/Great Western
Merger -- Conversion of Great Western Capital Stock." Pursuant to the terms of
the Great Western Stock Plans, upon consummation of the Washington Mutual/Great
Western Merger, each Great Western Common Stock Option held by employees and
directors will become immediately exercisable, all shares of restricted stock
will immediately vest free of restrictions and all other awards granted
thereunder will become fully vested and exercisable. As of April 1, 1997, the
seven executive officers of Great Western held unvested Great Western Stock
Options with respect to the following number of shares of Great Western Common
Stock at the indicated weighted average exercise price: Mr. Maher, 406,250
shares at $25.821; Mr. Pappas, 137,500 shares at $24.384; Mr. Schenck, 197,024
shares at $25.765; Mr. Geuther, 150,000 shares at $25.300; Mr. Sims, 60,028
shares at $31.250, Mr. Erikson, 100,000 shares at $25.775; and Ms. Studenmund,
97,500 shares at $27.846. As of April 1, 1997, certain of these executive
officers of Great Western held shares of restricted stock, as follows: Mr.
Maher, 43,750 shares; Mr. Pappas, 18,750 shares; Mr. Schenck, 5,386 shares, Mr.
Geuther, 15,000 shares; and Mr. Erikson, 7,500 shares. As of April 1, 1997, all
other employees of Great Western, as a group, held unvested Great Western Stock
Options with respect to 3,079,226 shares at a weighted average exercise price of
$25.082. As of April 1, 1997, Mr. Montgomery held unvested Great Western Stock
Options with respect to 153,750 shares at a weighted average exercise price of
$20.436, and held 43,750 shares of restricted stock; and each other non-employee
member of the Great Western Board held unvested Great Western Stock Options with
respect to 3,750 shares at a weighted average exercise price of $27.875.
 
     Great Western Cash-Based Incentive Awards.  Great Western maintains
separate cash-based incentive plans for the benefit of its executive officers
and its subsidiaries' senior officers, respectively. Each of these plans
provides that, within five days following a change in control of Great Western,
a participant will receive a pro-rata portion of such participant's target bonus
for the year in which such change in control occurs. The consummation of the
Washington Mutual/Great Western Merger will constitute a change in control of
Great Western for purposes of these cash-based incentive plans. Assuming that
the consummation of the Washington Mutual/Great Western Merger takes place on
the date currently anticipated, the seven executive officers of Great Western
would be entitled to receive, within five days thereafter, the following
approximate amounts in respect of the pro-rata portion of such individual's 1997
target bonus: Mr. Maher, $351,000; Mr. Pappas, $158,000; Mr. Schenck, $146,000;
Mr. Geuther; $140,000; Mr. Sims, $119,000; Mr. Erikson, $110,000; and Ms.
Studenmund, $123,000. These amounts are in addition to any severance benefits
which may be paid to executive officers under the EMC Agreements, to
participants in the Special Severance Plan and to certain participants under the
Severance Plan (each as defined below); however, the amounts payable upon a
change in control of Great Western under these cash-based incentive plans will
offset any pro-rata bonus which may become payable under the EMC Agreements and
the Special Severance Plan as a part of severance benefits, if such pro-rata
bonus becomes payable during the year in which a change in control occurs.
 
     Umbrella Trusts.  Great Western maintains two "rabbi trusts" (the "Trusts")
for the purposes of funding benefits payable under the following Great Western
benefit plans and agreements: the EMC Agreements; the Great Western deferred
compensation plans; the SERP; the Retirement Restoration Plan; the Consulting
Agreement; supplemental retirement benefit for Mr. Firmin A. Gryp, a director of
Great Western; and Great Western's retirement plan for directors. Each of the
Trusts provides for full funding thereof upon the occurrence of certain events
which would anticipate a change in control of Great Western. The Trusts are
funding vehicles for benefits payable to participants in the plans and
agreements funded thereby and do not provide any separate or additional
benefits. The delivery of the Original Ahmanson Proposal on February 17, 1997
constituted such an event.
 
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EMPLOYEE MATTERS
 
     Employee Benefit Plans.  The Merger Agreement provides that for a period of
at least one year from and after the Effective Time, Washington Mutual will
provide to employees of Great Western immediately prior to the Effective Time
("Great Western Employees") compensation and benefits on terms no less favorable
in the aggregate than those provided to similarly situated employees of
Washington Mutual. For purposes of all employee benefit plans of Washington
Mutual or its subsidiaries in which Great Western Employees participate from and
after the Effective Time (including all policies and employee fringe benefit
programs, including vacation policies, of Washington Mutual or its subsidiaries
but excluding Washington Mutual's Service Award Plan) and under which an
employee's benefit depends, in whole or in part, on length of service, credit
will be given to Great Western Employees for service previously credited with
Great Western or its subsidiaries prior to the Effective Time to the extent that
such crediting of service does not result in duplication of benefits, provided
that Washington Mutual will determine each Great Western Employee's length of
service in a manner consistent with Washington Mutual's customary practice with
respect to its employees. Washington Mutual will also cause each employee
benefit plan in which Great Western Employees participate from and after the
Effective Time to waive (i) any preexisting condition restriction which was
waived under the terms of any analogous Great Western employee benefit plan
immediately prior to the Effective Time or (ii) any waiting period limitation
which would otherwise be applicable to a Great Western Employee on or after the
Effective Time to the extent such Great Western Employee had satisfied any
similar waiting period limitation under an analogous Great Western employee
benefit plan prior to the Effective Time. For a period of three years, in the
case of those beneficiaries who are entitled to participate in such program
pursuant to employment agreements, or two years, in the case of those
beneficiaries who are otherwise entitled to participate in such program,
commencing on the Effective Time, Washington Mutual has agreed that it will
continue to maintain Great Western's Executive Medical Program, on terms no less
favorable than those in effect as of March 5, 1997, for the benefit of those
Great Western Employees who are as of the date of the Merger Agreement eligible
to participate in such Program.
 
     Pursuant to the Merger Agreement, Washington Mutual has agreed to honor in
accordance with their terms all of Great Western's employee benefit plans
("Great Western Plans"), provided that Washington Mutual will be entitled to
terminate such plans, agreements and arrangements in accordance with their terms
and applicable law. In addition, Washington Mutual and Great Western have agreed
that consummation of the Washington Mutual/Great Western Merger will constitute
a "Change in Control" for purposes of Great Western's employee benefit plans
that contain change in control provisions and have agreed to honor such change
in control provisions, including, but not limited to, the accelerated vesting
and/or payment of equity-based awards under Great Western's employee benefit
plans. Great Western has agreed to make no further mortgage loans to employees
under the Great Western employee home loan program; to amend the Great Western
retiree medical plans so that no additional retirees shall become entitled to
continuing medical insurance benefits thereunder; and to amend Great Western's
401(k) plan prior to Closing so that participant loans are no longer available.
 
     Severance Plans.  Great Western has adopted for the benefit of its senior
vice presidents (and officers of equivalent rank) and first vice presidents (and
officers of equivalent rank) a severance plan (the "Special Severance Plan")
which provides for certain benefits to be paid and provided in the event of a
qualifying termination of employment prior to, or during the two-year period
following, a change in control of Great Western. Approximately 33 Great Western
employees participate in the Special Severance Plan at the senior vice president
level, and approximately 81 Great Western employees participate in the Special
Severance Plan at the first vice president level. In order to qualify for the
severance benefits described below, termination of employment must be (i) by
Great Western or a successor employer other than for "cause" or (ii) by the
executive for "good reason" (as each such term is defined in the Special
Severance Plan). The Special Severance Plan provides that, following a
qualifying termination, a participant is entitled to receive (a) a lump sum
payment equal to two times (for senior vice presidents and officers of
equivalent rank) or one and one-half times (for first vice presidents and
officers of equivalent rank) the sum of (1) such executive's annual base salary
and (2) such executive's target bonus under Great Western's annual incentive
program for the year in which the termination of employment occurs (or the year
in which the change in control occurs,
 
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whichever is higher), and (b) a pro-rata bonus for the year during which the
termination of employment occurs, provided, that if the termination occurs
during the same year in which the change in control occurs, the amount described
in this clause (b) will be offset by any payments received under Great Western's
annual incentive program in connection with the change in control. In addition,
the executive will be entitled to the continuation of welfare-type benefits for
24 months (in the case of senior vice presidents and officers of equivalent
rank) or 18 months (in the case of first vice presidents and officers of
equivalent rank). The Special Severance Plan provides that no payment will be
made to a participant that would be nondeductible by reason of Section 280G of
the Code. Consummation of the Washington Mutual/Great Western Merger will
constitute a change in control of Great Western for purposes of the Special
Severance Plan.
 
     Great Western has also adopted a broad-based severance plan (the "Severance
Plan") for the benefit of eligible Great Western Employees who are not offered a
comparable position by an acquiring company or whose employment is terminated
within twelve months of a change in control of Great Western. Eligible employees
may receive the following benefits and payments: 60 days' non-working notice
pay; one month's salary for every full year of service, payable at such
employee's election in a lump sum or pursuant to Great Western's payroll
policies (subject to a four-month minimum and sixteen-month maximum);
continuation of group insurance coverage for a period corresponding to the
aggregate number of months of non-working notice pay and severance pay (but not
if severance is paid in a lump sum); additional contribution credits under Great
Western's retirement plan and credit for additional service for purposes of
calculating benefits thereunder; extension of mortgage loans under Great
Western's employee home loan program so long as the employee resides in the
residence; and certain other benefits.
 
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