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                                                                    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 ("Officer").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Agreement.

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

                  NOW THEREFORE, Employer and Officer agree that the Agreement
shall be amended as follows, effective as of December 10, 1996, unless otherwise
provided:

                  1.   The first sentence of the second paragraph of Section 4
of the Agreement is amended (1) by deleting therefrom the phrase "Subject to any
limitations arising elsewhere in this Agreement," and (2) by deleting from
clause (i) the phrase "other than limitations arising under Section 8(c)
hereof".

                  2.   Section 6(c) of the Agreement is amended in its entirety
to read as follows:

                       (c)  for the remaining Term, health and welfare type
                  Additional Benefits (including without limitation hospital,
                  surgical, major medical, life and disability insurance),
                  qualified pension benefits (or, if prohibited under then
                  applicable tax law, a specially designed non-qualified
                  supplemental pension to provide Officer with benefits
                  equivalent to those to which he would have been entitled if
                  such prohibition did not pertain) and non-qualified
                  supplemental pension benefits to which Officer may be entitled
                  pursuant to
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                  Section 4 hereof as the same shall exist immediately prior to
                  such election (including continued accrual of years of service
                  and age under (1) Employer's Retirement Plan as in effect
                  immediately prior to such election (or, if prohibited under
                  then applicable tax law, a specially designed non-qualified
                  supplemental pension to provide Officer with benefits
                  equivalent to those to which he would have been entitled if
                  such prohibition did not pertain) and (2) the SERP, but
                  excluding (3) Employer matching contributions under Employer's
                  401(k) plan or any successor plan thereto), each such benefit
                  to be continued in a manner no less favorable to Officer than
                  the benefit to which he was entitled immediately prior to such
                  election; and

                  3.   Section 6 of the Agreement is amended by deleting the
unnumbered paragraph immediately following Section 6(d) and inserting in lieu
thereof the following:

                       Employer agrees that, if Officer's employment with
                  Employer terminates during the Term, Officer is not required
                  to seek other employment or to attempt in any way to reduce
                  any amounts payable to Officer by Employer pursuant to Section
                  6, 7(a) or 8 hereof. Further, the amount of any payment or
                  benefit provided for in this Agreement shall not be reduced by
                  any compensation earned by Officer as the result of employment
                  by another employer, by retirement benefits, by offset against
                  any amount claimed to be owed by Officer to Employer, or
                  otherwise; provided, however, that Employer's obligation to
                             --------  -------
                  provide welfare-type Additional Benefits, including without
                  limitation hospital, surgical, major medical, life and
                  disability insur-

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                  ance, shall be reduced to the extent similar benefits are
                  provided (at no cost to Officer) by a subsequent employer.

                  4.   The first sentence immediately following clause (iv) of
Section 8(a) of the Agreement is renumbered as a new Section 8(d), which Section
8(d) is amended as set forth in paragraph 6 below, and the remainder of Section
8(a) of the Agreement is amended in its entirety to read as follows:

                  8.   Change in Control.
                       -----------------

                       (a)  If there should occur a Change in Control (as
                  defined below), and if thereafter during the Term, in the 
                  good-faith determination of Officer, Employer materially
                  breaches this Agreement and Employer fails to cure such breach
                  within fifteen (15) days after receipt of notice thereof,
                  then, Officer, without limitation on any other rights he may
                  have hereunder, may, within one (1) year after he first has
                  knowledge of such breach, elect to terminate his employment
                  hereunder and to treat such termination as a termination
                  pursuant to Section 6 hereof, subject, however, to the
                  following additional benefits and modifications to Officer's
                  rights as set forth in said Section 6 (any one or more of
                  which modifications Officer may elect to waive):

                       (i)  Employer shall not be entitled to reduce Officer's
                  salary or any Additional Benefits to which Officer shall
                  thereafter be entitled.

                       (ii) Officer's pro-rata entitlement to an award under any
                  then existing long-term incentive performance plan shall be
                  calculated upon the assumption that the

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                  performance under such plan is then "on plan."

                       (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 (A) the sum of (1) Officer's annual base salary in
                  effect immediately prior to the termination of Officer's
                  employment (or prior to a reduction in salary giving rise to a
                  breach of this Agreement), plus (2) the target bonus ("Target
                  Bonus") under the Employer's Annual Incentive Plan for
                  Executive Officers or any successor or replacement plan
                  thereto (the "Annual Incentive Plan") in respect of the year
                  in which such termination of employment occurs or the year in
                  which the Change in Control occurs, whichever is greater
                  (provided, however, that, if the termination of Officer's
                   --------  -------
                  employment occurs under the circumstances entitling him to
                  benefits under Section 8(e) hereof, the Target Bonus shall be
                  in respect of the year in which such termination of employment
                  occurs), and (B) the number three.

                       (iv)  Within five (5) days following such termination of
                  employment, Employer shall pay to Officer a lump sum cash
                  amount (the "Pro-Rata Bonus") equal to the product of (A) the
                  target bonus to which Officer would have been entitled under
                  the Annual Incentive Plan in respect of the year in which such
                  termination occurs (assuming for this purpose that performance
                  under the Annual Incentive Plan is "on plan" for such year)
                  and (B) a fraction, the numerator of which shall be the number

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                  of months (including fractions thereof) from the first day of
                  the fiscal year during which such termination occurs to the
                  date on which such termination occurs, and the denominator of
                  which shall be twelve (12); provided, however, that if such
                                              --------  -------
                  termination of employment occurs during the same year in which
                  the Change in Control occurs, the Pro-Rata Bonus shall be
                  offset by any payments received under the Annual Incentive
                  Plan in connection with such Change in Control.

                       (v)  The remaining Term shall be deemed to be three (3)
                  years (but in no event shall the remaining Term be deemed to
                  extend beyond Officer's sixty-fifth (65th) birthday).

                  5.   Sections 8(b) and 8(c) of the Agreement are amended in
their entirety as follows:

                       (b)  For purposes of this Agreement, 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:

                       (i)  any Person (as defined below) is or becomes the
                  Beneficial Owner (as defined in Rule 13d-3 under the
                  Securities Exchange Act of 1934 (the "Exchange Act")),
                  directly or indirectly, of securities of Employer (not
                  including in the securities beneficially owned by such Person
                  any securities acquired directly from Employer or its
                  affiliates) representing 25% or more of either the then
                  outstanding shares of common stock of Employer or the combined
                  voting power of Employer's then outstanding securities,
                  excluding any Person who becomes such a beneficial owner

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                  in connection with a transaction described in clause (A) of
                  paragraph (iii) below; or

                       (ii)  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
                  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
                  Employer) whose appointment or election by the Board or
                  nomination for election by Employer'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

                       (iii) there is consummated a merger or consolidation of
                  Employer with any other corporation, other than (A) a merger
                  or consolidation which would result in the voting securities
                  of Employer 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 Employer
                  or such surviving entity or any parent thereof outstanding
                  immediately after such merger or consolidation, or (B) a
                  merger or consolidation effected to implement a
                  recapitalization of Employer (or similar transaction) in which
                  no Person is or becomes the beneficial owner, directly or
                  indirectly, of securities of Employer (not in-

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                  cluding in the securities beneficially owned by such Person
                  any securities acquired directly from Employer or its
                  subsidiaries) representing 25% or more of either the then
                  outstanding shares of common stock of Employer or the combined
                  voting power of Employer's then outstanding securities; or

                       (iv) the stockholders of Employer approve a plan of
                  complete liquidation or dissolution of Employer or there is
                  consummated an agreement for the sale or disposition by
                  Employer of all or substantially all of Employer'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 Employer 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 Employer immediately
                  following such transaction or series of transactions.

                  For purposes of this Section 8(b), "Person" shall have 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) Employer or any of its
                  subsidiaries, (ii) a trustee or other fiduciary holding
                  securities under an employee benefit plan of Employer or any
                  of its subsidiaries, (iii) an underwriter temporarily holding
                  securities pursuant to an offering of such securities, or (iv)
                  a corporation

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                  owned, directly or indirectly, by the stockholders of Employer
                  in substantially the same proportions as their ownership of
                  stock of Employer.

                       (c)  Whether or not Officer becomes entitled to severance
                  and other benefits under Section 8(a) or 8(e) hereof, if any
                  of the payments or benefits received or to be received by
                  Officer in connection with a Change in Control or Officer's
                  termination of employment (whether pursuant to the terms of
                  this Agreement or any other plan, arrangement or agreement
                  with Employer, any Person whose actions result in a Change in
                  Control or any Person affiliated with Employer or such Person)
                  (such payments or benefits, excluding the Gross-Up Payment,
                  being hereinafter referred to as the "Total Payments") will be
                  subject to the excise tax imposed under Section 4999 of the
                  Code (the "Excise Tax"), Employer shall pay to Officer an
                  additional amount (the "Gross-Up Payment") such that the net
                  amount retained by Officer, after deduction of any Excise Tax
                  on the Total Payments and any federal, state and local income
                  and employment taxes and Excise Tax upon the Gross-Up Payment,
                  shall be equal to the Total Payments. For purposes of
                  determining whether any of the Total Payments will be subject
                  to the Excise Tax and the amount of such Excise Tax, (A) all
                  of the Total Payments shall be treated as "parachute payments"
                  (within the meaning of Section 280G(b)(2) of the Code) unless,
                  in the opinion of tax counsel ("Tax Counsel") reasonably
                  acceptable to Officer and selected by the accounting firm
                  which was, immediately prior to the Change in Control,
                  Employer's independent auditor (the "Auditor"), such payments
                  or benefits (in

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                  whole or in part) do not constitute parachute payments,
                  including by reason of Section 280G(b)(4)(A) of the Code, (B)
                  all "excess parachute payments" within the meaning of Section
                  280G(b)(l) of the Code shall be treated as subject to the
                  Excise Tax unless, in the opinion of Tax Counsel, such excess
                  parachute payments (in whole or in part) represent reasonable
                  compensation for services actually rendered (within the
                  meaning of Section 280G(b)(4)(B) of the Code) in excess of the
                  Base Amount allocable to such reasonable compensation, or are
                  otherwise not subject to the Excise Tax, and (C) the value of
                  any noncash benefits or any deferred payment or benefit shall
                  be determined by the Auditor in accordance with the principles
                  of Sections 280G(d)(3) and (4) of the Code. For purposes of
                  determining the amount of the Gross-Up Payment, Officer shall
                  be deemed to pay federal income tax at the highest marginal
                  rate of federal income taxation in the calendar year in which
                  the Gross-Up Payment is to be made and state and local income
                  taxes at the highest marginal rate of taxation in the state
                  and locality of Officer's residence on the date of termination
                  of employment (or if there is no such date of termination,
                  then the date on which the Gross-Up Payment is calculated for
                  purposes of this Section 8), net of the maximum reduction in
                  federal income taxes which could be obtained from deduction of
                  such state and local taxes. In the event that the Excise Tax
                  is finally determined to be less than the amount taken into
                  account hereunder in calculating the Gross-Up Payment, Officer
                  shall repay to Employer, within five (5) business days
                  following the time that the amount of such reduction

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                  in the Excise Tax is finally determined, the portion of the
                  Gross-Up Payment attributable to such reduction (plus that
                  portion of the Gross-Up Payment attributable to the Excise Tax
                  and federal, state and local income and employment taxes
                  imposed on the Gross-Up Payment being repaid by Officer), to
                  the extent that such repayment results in a reduction in the
                  Excise Tax and a dollar-for-dollar reduction in Officer's
                  taxable income and wages for purposes of federal, state and
                  local income and employment taxes, plus interest on the amount
                  of such repayment at 120% of the rate provided in Section
                  1274(b)(2)(B) of the Code. In the event that the Excise Tax is
                  determined to exceed the amount taken into account hereunder
                  in calculating the Gross-Up Payment (including by reason of
                  any payment the existence or amount of which cannot be
                  determined at the time of the Gross-Up Payment), Employer
                  shall make an additional Gross-Up Payment in respect of such
                  excess (plus any interest, penalties or additions payable by
                  Officer with respect to such excess) within five (5) business
                  days following the time that the amount of such excess is
                  finally determined. Officer and Employer shall each reasonably
                  cooperate with the other in connection with any administrative
                  or judicial proceedings concerning the existence or amount of
                  liability for Excise Tax with respect to the Total Payments.

                  6.   New Section 8(d) of the Agreement is amended (1) by
deleting therefrom the phrase "Notwithstanding Officer's entitlements as set
forth in this paragraph" and inserting in lieu thereof the following:

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                  Notwithstanding Officer's entitlements as set forth in this
                  Section 8 or any other plan, arrangement or agreement with the
                  Employer, any Person whose actions result in a Change in
                  Control or any Person affiliated with the Employer or such
                  Person

(2) by deleting therefrom the following:

                  , after giving effect to Employer's right of offset as
                  provided for in the next succeeding sentence,

and (3) by inserting at the end thereof the following:

                  All calculations with respect to this Section 8(d) shall be
                  performed by the Auditor in accordance with the principles set
                  forth in Section 8(c) hereof.

                  7.   The Agreement is amended by inserting the following as a
new Section 8(e):

                       (e)  For purposes of this Agreement, Officer's employment
                  shall be deemed to have been terminated following a Change in
                  Control in accordance with Section 8(a) hereof if, during the
                  pendency of a Potential Change in Control (as defined below)
                  or within six (6) months following the date on which such
                  Potential Change in Control ceases to exist (such periods
                  being hereinafter referred to collectively as the "Potential
                  Change in Control Period"), in either case whether or not a
                  Change in Control subsequently occurs, (i) Officer's
                  employment is terminated by Employer without Cause or (ii) in
                  the good-faith determination of Officer, Employer materially
                  breaches this Agreement and thereafter (whether or not during
                  the Potential Change in Control Period) fails

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                  to cure such breach within fifteen (15) days after receipt of
                  notice thereof and within one (1) year after Officer first has
                  knowledge of such breach Officer terminates his employment.

                  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)  Employer enters into an agreement, the consummation
                  of which would result in the occurrence of a Change in
                  Control;

                       (B)  Employer 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 Employer (not including in the
                  securities beneficially owned by such Person any securities
                  acquired directly from Employer or its affiliates)
                  representing 15% or more of either the then outstanding shares
                  of common stock of Employer or the combined voting power of
                  Employer'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 adopts a resolution to the effect that,
                  for purposes of this Agreement, a Potential Change in Control
                  has occurred.

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                       (f)  Notwithstanding the provisions of Section 11(f)
                  hereof, Employer also shall pay to Officer all reasonable
                  legal fees and expenses incurred by Officer in disputing
                  (through litigation or arbitration) in good faith any issue
                  hereunder relating to the termination (or deemed termination)
                  of Officer's employment following a Change in Control or in
                  connection with any tax audit or proceeding to the extent
                  attributable to the application of section 4999 of the Code to
                  any payment or benefit provided hereunder. Such payments shall
                  be made within five (5) business days after delivery of
                  Officer's written requests for payment accompanied with such
                  evidence of fees and expenses incurred as Employer reasonably
                  may require.

                  8.   Section 11(b) of the Agreement is amended by changing the
Employer's address for purposes of service of notice to: 9200 Oakdale Avenue,
Chatsworth, California 91311.

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

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                  IN WITNESS WHEREOF, Employer and Officer have executed this
Amendment as of the date first set forth above.

                                            GREAT WESTERN
                                              FINANCIAL CORPORATION



                                            /s/ Michael M. Pappas
                                            -----------------------
APPROVED:


By:/s/ Willis B. Wood, Jr.
   ------------------------
   Chairman, Compensation
     Committee of the Board
     of Directors

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