December 6, 1995 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated GOLDMAN, SACHS & CO. BEAR, STEARNS & CO. INC. DEAN WITTER REYNOLDS INC. SMITH BARNEY INC. as Representatives of the several Underwriters c/o Merrill Lynch & Co....Purchase Agreement • December 14th, 1995 • Great Western Financial Corp • Savings institution, federally chartered • New York
Exhibit 10.32 GREAT WESTERN FINANCIAL CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT ----------------------------------- THIS AGREEMENT dated as of the __ day of ___________, 19__, between GREAT WESTERN FINANCIAL CORPORATION, a Delaware corporation...Nonqualified Stock Option Agreement • March 10th, 1997 • Great Western Financial Corp • Savings institution, federally chartered • California
TOSecond Supplemental Indenture • December 14th, 1995 • Great Western Financial Corp • Savings institution, federally chartered • New York
Section Page ------- ---- ARTICLE I DEFINITIONS AND INTERPRETATION........... 2 Section 1.1. Definitions and Interpretation................. 2 ------------------------------ ARTICLE II TRUST INDENTURE ACT................ 5 Section 2.1. Trust Indenture...Preferred Securities Guarantee Agreement • December 14th, 1995 • Great Western Financial Corp • Savings institution, federally chartered • New York
ARTICLE V GUARANTEE. . . . . . . . . . . . . 13 Section 5.1. Guarantee. . . . . . . . . . . . . . . . . . . 13 Section 5.2. Subordination. . . . . . . . . . . . . . . . . 14 Section 5.3. Waiver of Notice and Demand. . . . . . . . . . 14 Section 5.4....Capital Securities Guarantee Agreement • January 31st, 1997 • Great Western Financial Corp • Savings institution, federally chartered • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 1997 • Great Western Financial Corp • Savings institution, federally chartered
EXHIBIT 10.8 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 is made to that certain Employment Agreement (the "Agreement"), dated as of __________, 19__, between Great Western Financial Corporation ("Employer") and Michael M. Pappas...Employment Agreement • March 10th, 1997 • Great Western Financial Corp • Savings institution, federally chartered
Great Western Financial Trust II 8.206% Capital Securities, Series A (Liquidation Amount $1,000 per Capital Security) guaranteed to the extent set forth in the Prospectus Supplement by Great Western Financial Corporation Underwriting Agreement January...Underwriting Agreement • January 31st, 1997 • Great Western Financial Corp • Savings institution, federally chartered
EXHIBIT 10.15 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is entered into as of January 6, 1997, by and between GREAT WESTERN FINANCIAL CORPORATION, a Delaware corporation ("Employer"), and Ray W. Sims ("Officer"). W I T N E S...Employment Agreement • March 10th, 1997 • Great Western Financial Corp • Savings institution, federally chartered • California
GREAT WESTERN FINANCIAL CORPORATION AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT WITH JAMES F. MONTGOMERY DATED FEBRUARY 26, 1991 This Amendment between Great Western Financial Corporation, a Delaware corporation (the "Corporation") and James F....Nonqualified Stock Option Agreement • November 14th, 1995 • Great Western Financial Corp • Savings institution, federally chartered
1 EXHIBIT 9 [MERRILL LYNCH LOGO] Investment Banking Corporate and Institutional Client Group World Financial Center North Tower New York, New York 10281-1325 212 449 1000 March 25, 1997 Board of Directors Great Western Financial Corporation 9200...Merger Agreement • May 20th, 1997 • Great Western Financial Corp • Savings institution, federally chartered
AMENDMENT NO. 1996-1 TO FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 10th, 1997 • Great Western Financial Corp • Savings institution, federally chartered
iii) In lieu of the severance benefits described in Sections 6(a) and (b) hereof, within five (5) business days of the effective date of such termination of employment, Company shall pay to Officer a cash lump sum in an amount equal to the product of...Employment Agreement • March 10th, 1997 • Great Western Financial Corp • Savings institution, federally chartered
AGREEMENT AND PLAN OF MERGER BY AND AMONG WASHINGTON MUTUAL, INC. NEW AMERICAN CAPITAL, INC. AND GREAT WESTERN FINANCIAL CORPORATION DATED AS OF MARCH 5, 1997 TABLE OF CONTENTS ARTICLE I THE MERGERMerger Agreement • March 10th, 1997 • Great Western Financial Corp • Savings institution, federally chartered • Delaware
Exhibit 10.68 OMNIBUS AMENDMENT 1997-1 WHEREAS, Great Western Financial Corporation ("GWFC") maintains the following plans, trusts and agreements for the benefit of its employees and/or directors (collectively, the "Plans"): . Employment Agreements,...Omnibus Amendment • March 10th, 1997 • Great Western Financial Corp • Savings institution, federally chartered
EXHIBIT 10.23 GREAT WESTERN FINANCIAL CORPORATION SENIOR OFFICER'S NONQUALIFIED STOCK OPTION AGREEMENT ----------------------------------- THIS AGREEMENT dated as of the day of _________ 19___, between GREAT WESTERN FINANCIAL CORPORATION, a Delaware...Nonqualified Stock Option Agreement • March 15th, 1996 • Great Western Financial Corp • Savings institution, federally chartered • California
EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of July 31, 1995, by and between GREAT WESTERN FINANCIAL CORPORATION, a Delaware corporation ("Employer"), and A. William Schenck III ("Officer"). W I T N E S S E T H:...Employment Agreement • November 14th, 1995 • Great Western Financial Corp • Savings institution, federally chartered • California
1 EXHIBIT 11 [MERRILL LYNCH LOGO] Investment Banking Group Merrill Lynch & Co., Inc. World Financial Center North Tower New York, New York 10281-1325 212 449 1000 May 19, 1997 Board of Directors Great Western Financial Corporation 9200 Oakdale Avenue...Merger Agreement • May 20th, 1997 • Great Western Financial Corp • Savings institution, federally chartered
GREAT WESTERN SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (1988 RESTATEMENT)Supplemental Executive Retirement Plan • November 14th, 1995 • Great Western Financial Corp • Savings institution, federally chartered
