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                                                                   EXHIBIT 10.62

                             AMENDMENT NO. 1996-1
                     TO ANNUAL INCENTIVE COMPENSATION PLAN
                             FOR EXECUTIVE OFFICERS

          This Amendment No. 1996-1 is made to the Great Western Financial
Corporation Annual Incentive Compensation Plan for Executive Officers (the
"Plan").  Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Plan:

          WHEREAS, Great Western Financial Corporation has determined that it is
in its best interest and that of its stockholders to amend the Plan;

          NOW, THEREFORE, the Plan is hereby amended as follows:

          1.   Section 1 of the Plan is amended by inserting, immediately
following the definition of "Beneficiary," the following:

               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 is or becomes the Beneficial Owner (as defined in
          Rule 13d-3 under the Exchange Act), directly or indirectly, of
          securities of the Corporation (not including in the securities
          beneficially owned by such Person any securities acquired directly
          from the Corporation or its affiliates) representing 25% or more of
          either the then outstanding shares of common stock of the Corporation
          or the combined voting power of the Corporation's then outstanding
          securities, excluding any Person who becomes such a beneficial owner
          in connection with a transaction described in clause (A) of paragraph
          (iii) below; or
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               (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 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 the Corporation) whose appointment or election by the
          Board of Directors or nomination for election by the 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

                (iii)  there is consummated a merger or consolidation of the
          Corporation with any other corporation, other than (A) a merger or
          consolidation which would result in the voting securities of the
          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 the Corporation 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 the Corporation (or similar transaction) in
          which no Person is or becomes the beneficial owner, directly or
          indirectly, of securities of the Corporation (not including in 

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

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

          2.   Section 1 of the Plan is amended by inserting, immediately
following the definition of "EPS Factor," the following:

               "Exchange Act" means the Securities Exchange Act of 1934, as
          amended.

          3.   Section 1 of the Plan is amended by inserting, immediately
following the definition of "Participant," the following:

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               "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) the Corporation
          or any of its Subsidiaries, (ii) a trustee or other fiduciary holding
          securities under an employee benefit plan of the 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 the Corporation 
          in substantially the same proportions as their ownership of stock of 
          Corporation.

          4.   Section 1 of the Plan is amended by inserting, immediately
following the definition of "Person," the following:

               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:

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

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

               (iii)  any Person becomes the beneficial owner, directly or
          indirectly, of securities of the Corporation (not including in the
          securities beneficially owned 

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          by such Person any securities acquired directly from the Corporation
          or its affiliates) representing 15% or more of either the then
          outstanding shares of common stock of the Corporation or the combined
          voting power of the Corporation's then outstanding securities;

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

               (v)  the Board of Directors adopts a resolution to the effect
          that, for purposes of this Plan, a Potential Change in Control has
          occurred.

          5.  Section 11 of the Plan is amended by adding at the end thereof the
following:

          Notwithstanding the foregoing, during the period (referred to herein
          as the "Potential Change in Control Period") commencing upon the
          occurrence of a Potential Change in Control and ending 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 of the Corporation or
          otherwise), the Plan may not be amended in a manner adverse to the
          Participants without the prior written consent of at least two-thirds
          (2/3) of the Participants.

          6.   Section 13.1 of the Plan is amended in its entirety to read as
follows:

               (a) Within five (5) days following the occurrence of a Change in
          Control, the Company shall pay to each Participant a 

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          cash lump sum in an amount equal to the product of (i) the Bonus to
          which such Participant would have been entitled under Section 6 hereof
          for the Year in which such Change in Control occurs (assuming for
          purpose of this calculation that both the EPS Factor and the SEBIT
          Factor are at "Target" for such Year) and (ii) a fraction, the
          numerator of which shall be the number of months (including fractions
          thereof) from the first day of the Year during which such Change in
          Control occurs to the date on which such Change in Control occurs, and
          the denominator of which shall be twelve (12). A Participant shall be
          entitled to receive the payment described in the immediately preceding
          sentence if, during the Potential Change in Control Period (as defined
          in Section 11 hereof) such Participant's employment with the Company
          was terminated by the Company without cause or by the Participant
          under circumstances that would entitle such individual to terminate
          his or her employment and receive severance benefits under (x) if the
          Participant is a member of the Executive Management Committee, his or
          her employment agreement or (y) if the Participant is not a member of
          the Executive Management Committee, the Company's Special Severance
          Plan, whether or not such Participant is party to such Plan.

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          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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