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                                                                   EXHIBIT 10.50



                             AMENDMENT NO. 1996-2
                                 TO DIRECTORS'
                          DEFERRED COMPENSATION PLAN

          This Amendment No. 1996-2 is made to the Great Western Financial
Corporation Dirctors' Deferred Compensation Plan (1992 Restatement) (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 2.4 of the Plan is amended in its entirety as follows:

               2.4  Change in Control.  A "Change in Control" shall be deemed to
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          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
          the Company (not including in the securities beneficially owned by
          such Person any securities acquired directly from the Company or its
          affiliates) representing 25% or more of either the then outstanding
          shares of common stock of the Company or the combined voting power of
          the Company'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 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 Company) whose appointment or election by
          the Board or nomination for election by the Company'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
          Company with any other corporation, other than (A) a merger or
          consolidation which would result in the voting securities of the
          Company 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 Company 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 Company (or similar transaction) in which no Person is or
          becomes the beneficial owner, directly or indirectly, of securities of
          the Company (not including in the securities beneficially owned by
          such Person any securi-

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          ties acquired directly from the Company or its subsidiaries)
          representing 25% or more of either the then outstanding shares of
          common stock of the Company or the combined voting power of the
          Company's then outstanding securities; or

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

          For purposes of this Section 2.4, "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 Company or any of its subsidiaries, (ii) a trustee or
          other fiduciary holding securities under an employee benefit plan of
          the Company or any of its subsidiaries, (iii) an underwriter
          temporarily holding securities pursuant to an offering of such
          securities, or (iv) a corporation owned, direct-

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          ly or indirectly, by the stockholders of the Company in substantially
          the same proportions as their ownership of stock of the Company.

          The effective date of this Amendment No. 1996-2 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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