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                                                                   EXHIBIT 10.60

                             AMENDMENT NO. 1996-1
                         TO EMPLOYEE HOME LOAN PROGRAM

                  This Amendment No. 1996-1 is made to the Employee Home Loan
Program of Great Western Financial Corporation (Revised and Restated as of April
27, 1993) (the "Plan"). Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Plan.

                  WHEREAS, the Company has determined that it is in its best
interest and that of its stockholders to amend the Plan as set forth herein;

                  NOW THEREFORE, the Plan is amended as follows:

                  1.       Section 9 of the Plan is amended in its
entirety to read as follows:

                  9.       Disqualification.  Except as provided below,
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                  employees will be disqualified if terminated or if work hours
                  are reduced below twenty and one-half hours a week, or if
                  assigned temporary or utility status, in which case the
                  modification agreement setting forth the special employee home
                  loan terms will be of no force and effect. Employees will not
                  be disqualified if they are terminated without cause or if
                  work hours are reduced below twenty and one-half hours a week
                  if such termination or reduction in hours occurs (a) within 24
                  months following a Change in Control or (b) during a Potential
                  Change in Control Period (as each term is defined in Section
                  14 hereof). Directors will be disqualified upon termination
                  from the Board except upon retirement (after five years'
                  service), as a result of being disabled, as a result of a
                  Change in Control (as defined in Section 14 hereof), or as a
                  result of being removed from the Board without cause within
                  24 months following a
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                  Change in Control (as defined in Section 14 hereof).

                  2.       Section 11 of the Plan is amended in its
entirety to read as follows:

                  11.      Modification and Suspension.  Great Western 
                           --------------------------- 
                  reserves the right to suspend or modify the provisions of the
                  Employee Home Loan Program at any time. However, no such
                  suspension or modification after a Change in Control or during
                  a Potential Change in Control Period (as each term is defined
                  in Section 14 hereof) shall detract from the benefit then
                  available or increase the otherwise applicable interest rate
                  under existing loans covered by the Employee Home Loan Program
                  (the "Program").

                  3.       The Plan is amended by inserting the
following as a new Section 14:

                  14.      Definitions:  For purposes of the
                           -----------
                  Program, the following definitions apply:

                           "Board of Directors" shall mean the Board of
                  Directors of Great Western Financial Corporation.

                           A "Change in Control" shall be deemed to have
                  occurred if the event set forth in any one of the following
                  paragraphs shall have occurred:

                                    (a) Any Person is or becomes the Beneficial
                           Owner (as defined in Rule 13d-3 under the Exchange
                           Act), directly or indirectly, of securities of Great
                           Western Financial Corporation (not including in the
                           securities beneficially owned by such Person any

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                           securities acquired directly from Great Western
                           Financial Corporation or its affiliates) representing
                           25% or more of either the then outstanding shares of
                           common stock of Great Western Financial Corporation
                           or the combined voting power of Great Western
                           Financial Corporation's then outstanding securities,
                           excluding any Person who becomes such a beneficial
                           owner in connection with a transaction described in
                           clause (i) of paragraph (c) below; or

                                    (b) The following individuals cease for any
                           reason to constitute a majority of the number of
                           directors then serving: individuals who, on December
                           10, 1996, constitute the Board of Directors and any
                           new director (other than a director whose initial
                           assumption of office is in connection with an actual
                           or threatened election contest, including but not
                           limited to a consent solicitation, relating to the
                           election of directors of Great Western Financial
                           Corporation) whose appointment or election by the
                           Board of Directors or nomination for election by
                           Great Western Financial Corporation's stockholders
                           was approved by a vote of at least two-thirds (2/3)
                           of the directors then still in office who either were
                           directors on December 10, 1996, or whose appointment,
                           election or nomination for election was previously so
                           approved; or

                                    (c) There is consummated a merger or
                           consolidation of Great Western Financial Corporation
                           with

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                           any other corporation, other than (i) a merger or
                           consolidation which would result in the voting
                           securities of Great Western Financial Corporation
                           outstanding immediately prior to such merger or
                           consolidation continuing to represent (either by
                           remaining outstanding or by being converted into
                           voting securities of the surviving entity or any
                           parent thereof) at least 60% of the combined voting
                           power of the voting securities of Great Western
                           Financial Corporation or such surviving entity or any
                           parent thereof outstanding immediately after such
                           merger or consolidation, or (ii) a merger or
                           consolidation effected to implement a
                           recapitalization of Great Western Financial
                           Corporation (or similar transaction) in which no
                           Person is or becomes the beneficial owner, directly
                           or indirectly, of securities of Great Western
                           Financial Corporation (not including in the
                           securities beneficially owned by such Person any
                           securities acquired directly from Great Western
                           Financial Corporation or its subsidiaries)
                           representing 25% or more of either the then
                           outstanding shares of common stock of Great Western
                           Financial Corporation or the combined voting power of
                           Great Western Financial Corporation's then
                           outstanding securities; or

                                    (d) The stockholders of Great Western
                           Financial Corporation approve a plan of complete
                           liquidation or dissolution of Great Western Financial
                           Corporation or there is consummated an agreement for
                           the sale or

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                           disposition by Great Western Financial Corporation of
                           all or substantially all of Great Western Financial
                           Corporation's assets.

                  Notwithstanding the foregoing, a "Change in Control" shall not
                  be deemed to have occurred by virtue of the consummation of
                  any transaction or series of integrated transactions
                  immediately following which the record holders of the common
                  stock of Great Western Financial Corporation immediately prior
                  to such transaction or series of transactions continue to have
                  substantially the same proportionate ownership in an entity
                  which owns all or substantially all of the assets of Great
                  Western Financial Corporation immediately following such
                  transaction or series of transactions.

                           "Exchange Act" shall mean the Securities Exchange Act
                  of 1934, as amended.

                           "Person" has the meaning given in Section 3(a)(9) of
                  the Exchange Act, as modified and used in Sections 13(d) and
                  14(d) thereof, except that such term shall not include (i)
                  Great Western Financial Corporation or any of its
                  subsidiaries, (ii) a trustee or other fiduciary holding
                  securities under an employee benefit plan of Great Western
                  Financial Corporation or any of its Subsidiaries, (iii) an
                  underwriter temporarily holding securities pursuant to an
                  offering of such securities, or (iv) a corporation owned,
                  directly or indirectly, by the stockholders of Great Western
                  Financial Corporation in substantially the same proportions as
                  their ownership of stock of Company.

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                           A "Potential Change in Control" shall be deemed to
                  have occurred if the event set forth in any one of the
                  following paragraphs shall have occurred:

                                    (a) Great Western Financial Corporation
                           enters into an agreement, the consummation of which
                           would result in the occurrence of a Change in
                           Control;

                                    (b) Great Western Financial Corporation or
                           any Person publicly announces an intention to take or
                           to consider taking actions which, if consummated,
                           would constitute a Change in Control;

                                    (c) any Person becomes the beneficial owner,
                           directly or indirectly, of securities of Great
                           Western Financial Corporation (not including in the
                           securities beneficially owned by such Person any
                           securities acquired directly from Great Western
                           Financial Corporation or its affiliates) representing
                           15% or more of either the then outstanding shares of
                           common stock of Great Western Financial Corporation
                           or the combined voting power of Great Western's then
                           outstanding securities;

                                    (d) the filing with the Federal Home Loan
                           Bank Board and/or the FSLIC or their successor of an
                           application for Change in Control; or

                                    (e) the Board of Directors adopts a
                           resolution to the effect that, for purposes of this
                           Program, a

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                           Potential Change in Control has occurred.

                           A "Potential Change in Control Period" shall commence
                  upon the occurrence of a Potential Change in Control and shall
                  end six months following the earlier to occur of (i) a Change
                  in Control and (ii) the date on which such Potential Change in
                  Control ceases to exist (whether by resolution of the Board of
                  Directors or otherwise).

                  The effective date of this Amendment No. 1996-1 shall be
December 10, 1996. Except as herein modified, the Plan shall remain in full
force and effect.

                                            GREAT WESTERN
                                              FINANCIAL CORPORATION



                                            By:/s/ J. Lance Erikson
                                               --------------------
                                            Executive Vice President,
                                            General Counsel and
                                            Secretary

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