<PAGE>

                                                 EXHIBIT 10.5

                              GREAT WESTERN
                          SUPPLEMENTAL EXECUTIVE
                             RETIREMENT PLAN
                            (1988 RESTATEMENT)

      THIS AGREEMENT, made and entered into effective the 1st day of January,
1988, by GREAT WESTERN FINANCIAL CORPORATION, a Delaware corporation ("Great
Western"), evidences the terms of a Supplemental Retirement Plan continuing
the plan originally effective on January 1, 1987 for qualified executives of
Great Western and Subsidiaries and superseding all arrangements with respect
to supplemental retirement benefits previously entered into between Great
Western and Anthony C. La Scala.

                            W I T N E S S E T H

                                 ARTICLE I
                      TITLE, PURPOSE AND DEFINITIONS

1.1 - TITLE.

      This plan shall be known as the "Great Western Supplemental Executive
Retirement Plan."

1.2 - PURPOSE.

      The purpose of this Plan is to supplement retirement benefits payable
to certain participants in the Great Western Retirement Plan and to
compensate for Great Western Retirement Plan benefits which are reduced by
virtue of Section 415 of the Internal Revenue Code of 1986.  No payment shall
be made under this Plan which duplicates a benefit payable under any other
deferred compensation plan or employment agreement provided by the Company
or a Subsidiary.  This Plan was originally effective on January 1, 1987. 
This Restatement is adopted effective January 1, 1988.

1.3 - DEFINITIONS.

      Unless defined herein, any word, phrase or term used in this Plan with
initial capitals shall have the meaning given therefor in the Great Western
Retirement Plan ("Retirement Plan").

      "Accrued Benefit" means, at any time, the Participant's Normal
Retirement Benefit at Normal Retirement Date as provided in Section 4.1
multiplied by a fraction (not to exceed one), the numerator of which is the 
Participant's Years of Service at the date of calculation and the denominator
of which is the number of Years of Service projected to his Normal Retirement
Date.  The calculation of Normal Retirement Benefit for this purpose shall
be based on an estimation of the Participant's Social Security Amount payable
at age 65 under the Social Security Act in effect at the time of calculation
assuming level earnings to age 65.  The calculation of a Participant's
Accrued Benefit shall be based on Average Monthly Compensation as of the date
of calculation.  Years of Service shall include all periods of Long-Term
Disability counted for accruing Credited Service under the Retirement Plan
and, generally, Long-Term Disability shall be treated under this Plan in a
manner parallel to its treatment under the Retirement Plan.  <PAGE>
<PAGE>
      "Average Monthly Compensation" means Average Monthly Compensation as
defined in the Retirement Plan with the following modifications:

a.  Average Monthly Compensation shall be computed on the basis of 
the highest paid three years (i.e. non-overlapping twelve
consecutive calendar month periods) within the 60-month period
immediately preceding termination of employment, or Normal
Retirement Date, if earlier.

b.  Average Monthly Compensation shall include no more than three 
annual bonuses, whether or not deferred, but shall not include
any amounts paid during employment as a result of earlier
deferral of compensation included within the definition of
Average Monthly Compensation under this Plan.

"Change in Control" shall mean any transaction which will be
deemed to have taken place if:

a.  Any person or entity (or group of affiliated persons or entities)
(including a group which is deemed a "person" by Section 13(d)(3)
of the Securities Exchange Act of 1934) acquires in one or more
transactions, whether before or after the date of this Agreement,
ownership of more than fifty percent (50%) of the outstanding
shares of stock entitled to vote in the election of directors of
the Company.

b.  As a result of, or in connection with, any such acquisition or 
any related proxy contest, cash tender or exchange offer, merger
or other business combination, sale of assets or any combination
of the foregoing transactions, the persons who were directors of
the Company immediately before such acquisition shall cease to
constitute five sixths of the membership of the Board or of the
board of directors of any successor to the Company after such
transaction (but not more than twelve (12) months after such
transaction).

c.  "Ownership" means ownership, directly or indirectly, of more than
fifty percent (50%) of such outstanding voting stock of Company
other than:

(i)   by a person owning such shares merely of record (such as a 
member of a securities exchange, a nominee or a securities
depositary system),

(ii)  by a person as a bona fide pledgee of shares prior to a 
default and determination to exercise powers as an owner of
the shares,

(iii) by a person who is not required to file statements on 
Schedule 13D by virtue of Rule 13d-1(b) of the Securities
and Exchange Commission under the Securities Exchange Act
of 1934, or

(iv)  by a person who owns or holds shares as an underwriter 
acquired in connection with an underwritten offering
pending and for purposes of their resale.<PAGE>
<PAGE>

      Without limitation, the right to acquire ownership shall not of itself
constitute ownership of shares.

  "Committee" means the Compensation Committee of the Board of Directors.

        "Company" means Great Western Financial Corporation or any successor
corporation resulting from a merger, consolidation, or transfer of assets
substantially as a whole.

      "Early Retirement Date" means the first day of any month following
termination of employment subsequent to the date of attainment of age 55.

      "Eligible Employee" means each employee of the Company or a Subsidiary
who is both (1) a participant in the Retirement Plan and (2) an individual
specifically designated as eligible to participate in this Plan by the Board
of Directors.

      "Normal Retirement Date" means the first day of any month subsequent
to the later of a Participant's attainment of age 62 or completion of twenty
five Years of Service; provided however that the Normal Retirement Date
for James F. Montgomery and John F. Maher shall be the later of the first day
of the month following the later of  attainment of age 60 or completion of
twenty Years of Service; and, provided further that for purposes of this
Plan, Years of Service attributed to Anthony C. La Scala shall be no less
than Years of Service attributable to Edward R. Hoffman.

      "Participant" means any Eligible Employee who is or becomes eligible
for participation in this Plan.

      "Plan" means the Great Western Supplemental Executive Retirement Plan
of Great Western Financial Corporation as set forth in this Agreement and all
subsequent amendments hereto.

      "Plan Year" means the calendar year.

      "Retirement Plan" means the Great Western Retirement Plan.

      "Subsidiary" means any domestic corporation more than 50% of the voting
shares of which are now owned or shall hereafter be acquired by the Company;
also a like subsidiary of any such subsidiary.

      "Years of Service" means years of Continuous Service except that all
Years of Service shall be credited under this Plan regardless of the Break
in Service rules contained in the Retirement Plan.  For John F. Maher, his
Years of Service shall also include (to the extent not otherwise credited
hereunder) (a) years of service as a nonemployee director of the Company and
(b) the number of years during what would have been the remaining term of his
Employment Agreement with the Company if such Employment Agreement is
terminated by the Company without cause (as defined in his Employment
Agreement) or terminated by Mr. Maher within 60 days of any uncured material
breach of the Employment Agreement by the Company.  For A. William Schenck
III, his Years of Service shall also include his years of service (26 years
and two months) as an employee of PNC Bank Corp..
<PAGE>
<PAGE>

                                ARTICLE II
                               PARTICIPATION

2.1 - ELIGIBILITY REQUIREMENTS.

      Any executive who is an Eligible Employee shall become a Participant
on the January 1 designated by the Board or such other date designated by the
Board.  Individual Participants as of January 1, 1988 are James F.
Montgomery, John F. Maher, J. Lance Erikson, Carl F. Geuther, Edward R.
Hoffman, Anthony C. La Scala, William J. Marschalk, and Michael M. Pappas.

                                ARTICLE III
                             PAYMENT OF BENEFITS
3.1 - PAYMENT.

      There shall be no funding of any benefit which may become payable
hereunder.  The Company may, but is not
obligated to, invest in any assets or in life insurance policies which it
deems desirable to provide assets for payments under this Plan but all such
assets or life insurance policies shall remain the general assets of the
Company.  In connection with any such investments and as a condition of
further participation in this Plan, Participants shall execute any
documentation reasonably requested by the Company.

                                ARTICLE IV
                            RETIREMENT BENEFITS

4.1 - NORMAL RETIREMENT BENEFIT.

      Except as hereinafter provided, the amount of the monthly retirement
benefit payable to a Participant for life, commencing on or after his Normal
Retirement Date and payable for the period benefits are payable under the
Retirement Plan, will be:

(a) Sixty percent (60%) of the Participant's Average Monthly 
Compensation (sixty-five percent (65%) in the case of James F.
Montgomery and John F. Maher), less

(b) 100% of the Participant's Social Security Amount reduced, for 
Normal Retirement Dates preceding age 65, by the factors set out
in Section 4.4 (ii) of the Retirement Plan, less

(c) the monthly benefit payment which is payable in the form of a 
single life annuity under the Retirement Plan (in the form of a
Qualified Joint and Survivor Annuity under Section 4.7(b) of the
Retirement Plan, in the case of A. William Schenck III), and

(d) for A. William Schenck III, less the aggregate monthly benefit 
payments which are payable in the form of a single life annuity
or a joint and survivor annuity (with his spouse as beneficiary),
whichever has the highest actuarial value, under the PNC Bank
Corp. retirement plans ((i) PNC Bank Corp. Pension Plan,  (ii)
PNC Bank Corp. ERISA Excess Pension Plan and (iii) PNC Bank Corp.
Supplemental Executive Retirement Income and Disability Plan)
upon attainment of age 62.<PAGE>
<PAGE>

4.2 - EARLY RETIREMENT BENEFIT.

      Except as hereinafter provided, the amount of the Monthly retirement
benefit, payable to a Participant for the period benefits are payable under
the Retirement Plan, on his Early Retirement Date, but before his Normal
Retirement Date, shall be the Participant's Accrued Benefit reduced by 5/12
of 1% for each month, if any, by which his Early Retirement Date precedes his
Normal Retirement Date.  Except as provided in Section 4.3 and Section 4.6
of this Plan no benefits shall be payable to a Participant if his or her
employment is terminated prior to attaining age 55.  Provided, however, if
John F. Maher's Employment Agreement is terminated by the Company without
"cause" (as defined in his Employment Agreement) or if Mr. Maher's Employment
Agreement is terminated by Mr. Maher within 60 days of any uncured material
breach of the Agreement by the Company, he shall be 100% vested in his
Accrued Benefit as of the date of such termination of employment and his
benefit shall be payable upon the attainment of age 60 or, at his election,
at an earlier date after attaining age 55 with the reduction provided by this
Section except as provided in Section 4.3.

4.3 - BENEFIT AFTER CHANGE IN CONTROL.

      If a Change in Control occurs and, within 24 months after such Change
in Control, a Participant is involuntarily terminated, suffers a significant
diminution of duties and responsibilities, has a downward change of title,
or is forced to relocate thereby resulting in his resignation, a monthly
retirement benefit shall be payable to such Participant as follows:

(a) If the Participant's employment is terminated on or after 
attainment of age 55, his monthly retirement benefit, payable
commencing the first day of the month after termination of
employment and continuing for the period benefits are payable
under the Retirement Date will be his Normal Retirement Benefit
computed by crediting all Years of Service to his Normal
Retirement Date with no reduction to be made for commencement of
benefits before Normal Retirement Date.

(b) If a Participant's employment is terminated prior to attainment 
of age 55, he shall be 100% vested in his Accrued Benefit as of
the date of termination of employment and his benefit shall be
payable upon the date which would have been his earliest Early
Retirement Date if he had continued employment, with the benefit
payable unreduced for commencement before Normal Retirement Date.

4.4 - BENEFIT LIMITATION.

      Notwithstanding any other provisions of the Plan, in the event that any
benefit provided under this agreement would, in the opinion of counsel for
the Company, not be deemed to be deductible in whole or in part in the
calculation of the federal income tax of the Company by reason of Section
280G of the Internal Revenue Code of 1986 (the "Code"), the aggregate
benefits provided hereunder shall be reduced so that no portion of any amount
which is paid to the Participant or Beneficiary is not deductible for tax
purposes by reason of Section 280G of the Code.  The Company shall hold such 
<PAGE>
<PAGE>

portions not paid in escrow.  At the end of each calendar quarter during the
term of such escrow, the Company shall deposit into escrow an amount equal
to interest accrued during such calendar quarter on the amount held in escrow
during such calendar quarter at a rate equal to the rate then payable on
judgments in California.  If it shall be determined at any point in time, by
a counsel mutually selected by the Company and Participant that it is more
likely than not that the payment of any or all of such amount held in escrow
would be deductible for tax purposes, such amount shall be paid out of escrow
to the Participant or Beneficiary.  In the event of a final determination by
the Internal Revenue Service or of a final non-appealable judicial decision
that any such amount held in escrow will or will not be deductible, such
amount will be paid to the Company or Participant or Beneficiary as
appropriate.  If it shall be determined at any point in time, by a counsel
mutually selected by the Company and Participant, that it is more likely than
not that the payment of any such amount held in escrow would never be
deductible for tax purposes, such amount shall be paid out of escrow to the
Company.  For purposes of this paragraph, the value of any benefit shall be
conclusively determined by the independent auditors of the Company in
accordance with the principles of Section 280G of the Code.

4.5 - PAYMENT OF RETIREMENT BENEFITS.

      Upon a Participant's retirement the Company shall commence to pay to
such retired Participant the monthly retirement benefit to which he is
entitled under this Plan commencing on the date he elects to have benefits
commence, and payable for the period benefits are payable, under the
Retirement Plan.  No benefits shall be payable under this Plan while the
Participant is accruing benefits under the Retirement Plan.

4.6 - AUGMENTATION OF RETIREMENT PLAN BENEFITS.

      To the extent not provided by this Plan, and not in duplication of
benefits otherwise payable under this Plan or any other deferred compensation
plan or employment agreement provided by the Company or a Subsidiary, the
benefit payable to a Participant on account of termination of employment or
to a Surviving Spouse, spouse or Contingent Beneficiary on account of death
of a Participant shall be augmented under this Plan to the extent that any
such benefit under the Retirement Plan otherwise payable is reduced by the
provisions of Article V of the Retirement Plan or Section 415 of the Code.

4.7 - OPTIONAL RETIREMENT BENEFITS.

      The benefits determined under this Plan in the form of a single life
annuity may also be paid, at the election of an unmarried Participant, in one
of the alternative forms provided in the Retirement Plan which is the
Actuarial Equivalent of the benefit under this Plan.

4.8 - SMALL BENEFIT.

      Notwithstanding any other provision or provisions of this Plan to the
contrary, if any Normal, or Early Retirement Benefit is for an amount of less
than fifty dollars per month, such benefit shall instead be paid in a lump
sum which is the Actuarial Equivalent of such monthly benefit.
<PAGE>
<PAGE>

4.9 - FORFEITURE OF BENEFITS.

      Notwithstanding any provision of this Plan to the contrary, no benefits
shall be payable under this Plan with respect to any Participant if the
Participant confesses to, or is convicted of, any act of fraud, theft or
dishonesty arising in the course of, or in connection with, his employment
with the Company or any Subsidiary.

4.10 - SPOUSE DEATH BENEFIT
      
      The monthly benefit, if any, payable upon the death of a Participant
to the Participant's Surviving Spouse or spouse, commencing upon the date
that monthly benefits to such spouse commence under Section 4.10 of the
Retirement Plan and payable for the period such benefit is payable under the
Retirement Plan, shall be equal to the excess, if any, of:

(a) The monthly death benefit determined in accordance with Section 
4.10 of the Retirement Plan using, however, the benefit being
paid to such Participant on his date of death under this Plan or
which would have been received on or after his Early Retirement
Date under this Plan in the form of single life annuity had the
Participant retired on the day immediately preceding the date of
his death

                                        over

(b) The amount of the monthly spouse death benefit payable to the 
Participant's Surviving Spouse or spouse for life pursuant to
Section 4.10 of the Retirement Plan, plus, in the case of A.
William Schenck III, the survivor portion of the Qualified Joint
and Survivor Annuity under Section 4.7(b) of the Retirement Plan
(that would be payable if that form were elected) and the amount
of the spousal survivor benefits payable pursuant to the plans
described in Section 4.1(d) (assuming benefits were paid in the
form having the greatest actuarial value, as set forth in Section
4.1(d)).

(c) In no event shall the Actuarial Equivalent of the amount payable 
to such Surviving Spouse or spouse under this Plan be less than
twelve times 150% of a Participant's Average Monthly Compensation
calculated as of the earliest date benefits would have been
payable under this Plan on or after the date of his death, less
the Actuarial Equivalent of the Surviving Spouse or spouse
benefit payable under the Retirement Plan.  Such an amount shall
be paid in a cash lump sum.
<PAGE>
<PAGE>

                                ARTICLE V
                                COMMITTEE

5.1 - COMMITTEE.

      This Plan shall be administered by the Committee.  The Committee shall
have the authority to make, amend, interpret, and enforce all appropriate
rules and regulations for the administration of this Plan and decide or
resolve any and all questions including interpretations of this Plan, as may
arise in connection with the Plan.  The Committee members may be Participants
under this Plan.

5.2 - AGENTS.

      The Committee may, from time to time, employ other agents and delegate
to them such administrative duties as it sees fit, and may from time to time
consult with counsel who may be counsel to the Company.

5.3 - BINDING EFFECT OF DECISIONS.

      The decision or action of the Committee in respect of any questions
arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having any
interest in the Plan.

5.4 - INDEMNITY.

      To the extent permitted by applicable state law the Company shall
indemnify and save harmless the Board of Directors, the Committee and each
member thereof, and any agent or delegate appointed pursuant to Section 5.2,
against any and all expenses, liabilities and claims, including legal fees
to defend against such liabilities and claims, arising out of their discharge
in good faith and responsibilities under or incident to the Plan, excepting
only expenses and liabilities arising out of willful misconduct or gross
negligence.  This indemnity shall not preclude such further indemnities as
may be available under insurance purchased by the Company or provided by the
Company under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, as such indemnities are permitted under state law.

                             ARTICLE VI
                    AMENDMENT AND TERMINATION

6.1 - AMENDMENTS AND TERMINATION.

      The Company shall have the right to amend this Plan from time to time
by resolution of the Board of Directors and to amend or cancel any
amendments.  Such amendment shall be stated in an instrument in writing,
executed by the Company in the same manner as this Plan.  The Company also
reserves the right to terminate this Plan at any time.
<PAGE>
<PAGE>

6.2 - PROTECTION OF ACCRUED BENEFITS.

Revised      This Plan is strictly a voluntary undertaking on the
5/26/92 part of the Company and shall not be deemed to constitute a contract
between the Company and any Eligible Employee (or any other employee) or a
consideration for, or an inducement or condition of employment for the
performance of services by any Eligible Employee or employee.  Although the
Company reserves the right to amend or terminate this Plan at any time and,
subject at all times to the provisions of Section 4.3, no such amendment or
termination shall result in the forfeiture of (i) any augmentation of
Retirement Plan benefits pursuant to Section 4.6 of this Plan or of (ii) an
Accrued Benefit which John F. Maher had already become entitled to pursuant
to Section 4.2 of this Plan or (iii) an Accrued Benefit (including a Spouse's
Death Benefit) which any Participant who has attained age 55 would have been
entitled to receive if he had terminated employment immediately prior to the
effective date of such amendment or termination.

                               ARTICLE VII
                              MISCELLANEOUS

7.1 - UNFUNDED PLAN.

      This Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of "management or
highly compensated employees" within the meaning of Section 201, 301 and 401
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title
I of ERISA.

7.2 - UNSECURED GENERAL CREDITOR.

      In the event of Company's insolvency, Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of Company, nor shall
they be Beneficiaries of, or have any rights, claims or interest in any life
insurance policies, annuity contracts or the proceeds therefrom owned or
which may be acquired by Company.  In that event, any and all of Company's
assets and policies shall be, and remain, unrestricted by the provisions of
this Plan.  Company's obligation under the Plan shall be that of an unfunded
and unsecured promise of Company to pay money in the future.

7.3 - TRUST FUND.

      The Company shall be responsible for the payment of all benefits
provided under the Plan.  At its discretion, the Company may establish one
or more trusts, with such trustees as the Board may approve, for the purpose
of providing for the payment of such benefits.  Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of the
Company's creditors.  To the extent any benefits provided under the Plan are
actually paid from any such trust, the Company shall have no further
obligation with respect thereto, but to the extent not so paid, such benefits
shall remain the obligation of, and shall be paid by, the Company.
<PAGE>
<PAGE>

7.4 - NONASSIGNABILITY.

      None of the benefits, payments, proceeds or claims of any Participant
or Beneficiary shall be subject to any claim of any creditor and, in
particular, the same shall not be subject to attachment or garnishment or
other legal process by any creditor, nor shall any Participant, Beneficiary
or Contingent Annuitant have any right to alienate, anticipate, commute,
pledge, encumber or assign any of the benefits or payments or proceeds which
he may expect to receive, contingently or otherwise, under this agreement.

7.5 - LIMITATION ON PARTICIPANTS' RIGHTS.

      Participation in this Plan shall not give any Eligible Employee the
right to be retained in the Company's employ or any right or interest in the
Plan other than as herein provided.  The Company reserves the right to
dismiss any Eligible Employee without any liability for any claim against the
Company, except to the extent provided herein.

7.6 - PARTICIPANTS BOUND.

      Any action with respect to this Plan taken by the Committee or by the
Company, or any action authorized by or taken at the direction of the
Committee or the Company, shall be conclusive upon all Participants,
Beneficiaries and Contingent Annuitants entitled to benefits under the Plan.

7.7 - RECEIPT AND RELEASE.

      Any payment to any Participant or Beneficiary in accordance with the
provisions of this Plan shall, to the extent thereof, be in full satisfaction
of all claims against the Company and Subsidiaries and the Committee, and the
Committee may require such Participant, Beneficiary or Contingent Annuitant,
as a condition precedent to such payment, to execute a receipt and release
to such effect.  If any Participant, Beneficiary or Contingent Annuitant is
determined by the Committee to be incompetent by reason of physical or mental
disability (including minority) to give a valid receipt and release, the
Committee may cause the payment or payments becoming due to such person to
be made to another person for his benefit without responsibility on the part
of the Committee or the Company to follow the application of such funds.

7.8 - CALIFORNIA LAW GOVERNS.

      This Plan shall be construed, administered, and governed in all
respects under and by the laws of the State of California.  If any provision
shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.

7.9 - HEADINGS AND SUBHEADINGS.

      Headings and subheadings in this agreement are inserted for convenience
of records only and are not to be considered in the construction of the
provisions hereof.
<PAGE>
<PAGE>

7.10 - INSTRUMENT IN COUNTERPARTS.

      This agreement has been executed in several counterparts, each of which
shall be deemed an original, and said counterparts shall constitute but one
and the same instrument, which may be sufficiently evidenced by one
counterpart.

7.11 - GENDER.

      The masculine gender as used herein includes the feminine and neuter
genders.

7.12 - SUCCESSORS AND ASSIGNS.

      This agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their successors and assigns.

      IN WITNESS WHEREOF, the Company has caused these presents to be
executed by its duly authorized officers and the corporate seal to be
hereunto affixed this 11th day of April, 1988.

                                                GREAT WESTERN FINANCIAL
                    CORPORATION



                  By ______________________
                     William J. Marschalk



                  By ______________________
                     J. Lance Erikson

<PAGE>
<PAGE>
                                EXHIBIT A

INCLUSION OF CLIFFORD A. MILLER IN GREAT WESTERN
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


      WHEREAS, this Corporation maintains the Great Western Supplemental
Executive Retirement Plan (1988 Restatement) (the "SERP") for the benefit of
certain employees; and

      WHEREAS, this Board is responsible for designating persons eligible to
participate in the SERP and the terms of their participation.

      NOW, THEREFORE BE IT RESOLVED, THAT Clifford A. Miller is included in
the SERP effective January 1, 1988;

      RESOLVED FURTHER that the following terms shall apply to Mr. Miller's
inclusion:

1.  Mr. Miller's normal retirement benefit shall be the 60% benefit 
set out in Section 4.1 of the SERP.  Such benefit will be
payable, except as provided below, only upon his active
employment with the corporation or its affiliates until
attainment of age 65.

2.  In the event of a Change of Control as defined in the SERP, Mr. 
Miller will be entitled to the protection provided by Section
4.3(a) of the SERP subject to the benefit limitations contained
in Section 4.4 of the SERP.

3.  In the event of Long-Term Disability as defined in the Great 
Western Retirement Plan, Mr. Miller will continue to be credited
with Years of Service through the period of Long-Term Disability.

4.  In the event of Mr. Miller's death prior to
attainment of age 65, his Surviving Spouse, ifany, as of the date
of his death will be entitled to receive a benefit for her life
equal to 30 percent of Mr. Miller's Average Monthly Compensation
computed as of his date of death.

5.  In the event of Mr. Miller's involuntary termination without 
cause prior to attainment of age 65, he will be entitled to a
percentage of the full benefit payable pursuant to paragraph 1
above based on his age at the time of such termination but with
the benefit payable at attainment of age 65: 25% if so terminated
after age 62; 50% if so terminated after age 63, and; 75% if so
terminated after age 64.

      RESOLVED FURTHER that a copy of these resolutions shall be appended to
the copy of the SERP as Exhibit A.
<PAGE>
<PAGE>

                    EXHIBIT B
                AMENDMENT 1992-1

   GREAT WESTERN SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         Special Provisions Concerning Dissolution 
             of Marriage of James F. Montgomery


      WHEREAS, this corporation maintains the Great Western Supplemental
Executive Retirement Plan (1988 Restatement) (the "SERP") for the benefit of
certain employees; and

      WHEREAS, the Board of Directors has the power, pursuant to Section 6.1
of the SERP to amend the SERP,

      NOW, THEREFORE, BE IT RESOLVED, that this Amendment 1992-1 is hereby
adopted, to become effective upon the dissolution of marriage of James F.
Montgomery and Linda Montgomery, but only if these provisions reflect the
provisions of a final judgement or settlement agreement in the dissolution
proceeding.

      The following, which, upon becoming effective, shall be added to the
SERP as Exhibit B and incorporated by reference as if set forth fully in the
SERP, sets forth the terms of the allocation of benefits between James F.
Montgomery and Linda Montgomery upon such dissolution.  Upon becoming
effective, the provisions of this Exhibit B shall supersede any contrary or
inconsistent provisions of the SERP:

      1.  While James F. Montgomery is alive, the amount of benefit payable
from the SERP with respect to James F. Montgomery shall be calculated as if
all his accrued benefits under the Retirement Plan were payable to him and
without regard to any qualified domestic relation orders pertaining to the
Retirement Plan.  While James F. Montgomery and Linda Montgomery are both
alive, the first $23,333.33 of any monthly benefit otherwise payable to James
F. Montgomery under the terms of the SERP shall instead be payable to Linda
Montgomery, who, upon the dissolution of her marriage with James F.
Montgomery, shall be the former spouse of James F. Montgomery. 
Notwithstanding the preceding sentence, the monthly benefit payable to Linda
Montgomery from the SERP shall be reduced to the extent the sum of the
monthly benefits payable to her from the SERP, the Retirement Plan and the
Great Western Employee Savings Incentive Plan ("ESIP") exceeds $23,333.33 per
month.  Such payments to Linda Montgomery shall commence when payments to
James F. Montgomery commence under the terms of the SERP and shall continue
until her death or the death of James F. Montgomery, whichever occurs first. 
The payments made to Linda Montgomery shall reduce the amounts otherwise
payable to James F. Montgomery.  If Linda Montgomery predeceases James F.
Montgomery on or after his retirement, the annual benefit payable to Linda
Montgomery under this Paragraph 1 shall be restored to James F. Montgomery
for as long as he lives.
<PAGE>
<PAGE>

      2.  This Paragraph 2 only applies if James F. Montgomery is survived
by Linda Montgomery and/or a subsequent spouse who would be treated as a
Surviving Spouse (for purposes of the pre-retirement Spouse's Death Benefit
under Section 4.10) or spouse (for purposes of the post-retirement Spouse's
Death Benefit under Section 4.10) (such subsequent spouse hereinafter
referred to as "Subsequent Spouse").  

(a)  The maximum monthly amount of the Spouse's Death Benefit payable
by the SERP to all persons under Section 4.10 and Exhibit B of the
SERP shall be calculated by assuming that James F. Montgomery is
survived by a Surviving Spouse (or spouse, as applicable) who is
receiving the entire pre-retirement or post-retirement spousal
benefit provided by the Retirement Plan with respect to James F.
Montgomery, regardless of whether such a spousal benefit is paid from
the Retirement Plan.  As described below, the monthly amount of the
total Spouse's Death Benefit payable to all persons may be less than
the amount described in the preceding sentence.

(b)  If James F. Montgomery is survived by Linda Montgomery but not
by a Subsequent Spouse, then a Spouse's Death Benefit from the SERP
shall be paid to Linda Montgomery for her lifetime.  Subject to
subparagraph (a), the monthly amount of such Spouse's Death Benefit
shall be $23,333.00 minus the sum of the monthly benefits payable to
her from the Retirement Plan and the ESIP.  No other Spouse's Death
Benefits shall be paid by the SERP.

(c)  If James F. Montgomery is survived by a Subsequent Spouse but
not Linda Montgomery, then a monthly Spouse's Death Benefit from the
SERP shall be paid in an amount, if any, equal to the monthly amount
described in subparagraph (a) minus $23,333.33.  Such monthly amount
shall be divided among such beneficiaries as are designated by James
F. Montgomery in writing to the Committee.  No Subsequent Spouse
shall be entitled to any of such amounts under the SERP except to the
extent such Subsequent Spouse is designated by James F. Montgomery as
a beneficiary.  All Spouse's Death Benefits (regardless of the
beneficiary) shall cease upon the death of the Subsequent Spouse.  No
other Spouse's Death Benefits shall be paid by the SERP.

(d)  If James F. Montgomery is survived by Linda Montgomery and a
Subsequent Spouse, then a Spouse's Death Benefit shall be paid as
follows.

(1)  Linda Montgomery shall receive a monthly Spouse's Death
Benefit in the amount described in subparagraph (b) for her
lifetime. Linda Montgomery shall not be entitled to any additional
benefits even if she outlives the Subsequent Spouse.
<PAGE>
<PAGE>

(2)  Each month, for as long as Linda Montgomery and the
Subsequent Spouse are alive, any monthly amount of the Spouse's
Death Benefit (calculated under subparagraph (a)) remaining after
payment of the monthly amount described in subparagraph (d)(1) to
Linda Montgomery, shall be paid to (and divided among) such
beneficiaries designated by James F. Montgomery in writing to the
Committee.  No Subsequent Spouse of James F. Montgomery shall be
entitled to any of such amounts under the SERP except to the
extent such Subsequent Spouse is designated by James F. Montgomery
as a beneficiary.

(3)  If Linda Montgomery outlives the Subsequent Spouse, all
monthly payments pursuant to subparagraph (d)(2) shall cease upon
the death of the Subsequent Spouse.  Monthly payments to Linda
Montgomery shall continue pursuant to subparagraph (d)(1). 

(4)  If the Subsequent Spouse outlives Linda Montgomery, all
benefits under this subparagraph (d) shall cease.  Upon the death
of Linda Montgomery, monthly payments shall be made in accordance
with subparagraph (c).  

    3.  If James F. Montgomery is not survived by a Subsequent Spouse or by
Linda Montgomery, no Spouse's Death Benefit shall be payable under the SERP.

<PAGE>
<PAGE>

                                 GREAT WESTERN
                            SUPPLEMENTAL EXECUTIVE
                               RETIREMENT PLAN
                             (1988 RESTATEMENT)

                                  PRO FORMA
                        INCORPORATING ALL AMENDMENTS
                            THROUGH JULY 25, 1995

<PAGE>
                                 TABLE OF CONTENTS

                                                     Page

ARTICLE I       TITLE, PURPOSE AND DEFINITIONS         1
 1.1            Title     1
 1.2            Purpose   2
 1.3            Definitions  2

ARTICLE II      PARTICIPATION   8
 2.1            Eligibility Requirements       8

ARTICLE III     PAYMENT OF BENEFITS     9
 3.1            Payment   9

ARTICLE IV      RETIREMENT BENEFITS     9
 4.1            Normal Retirement Benefit       9
 4.2            Early Retirement Benefit      10
 4.3            Benefit After Change in Control        11
 4.4            Benefit Limitation    12
 4.5            Payment of Retirement Benefits        14
 4.6            Augmentation of Retirement Plan
      Benefits           14
 4.7            Optional Retirement Benefits       15
 4.8            Small Benefit  15
 4.9            Forfeiture of Benefits     15
4.10            Spouse Death Benefit    16

ARTICLE V       COMMITTEE 17
 5.1            Committee 17
 5.2            Agents   17
 5.3            Binding Effect of Decisions       18
 5.4            Indemnity 18

ARTICLE VI      AMENDMENT AND TERMINATION      19
 6.1            Amendments and Termination      19
 6.2            Protection of Accrued Benefits        19

ARTICLE VII     MISCELLANEOUS  20
 7.1            Unfunded Plan  20
 7.2            Unsecured General Creditor      20
 7.3            Trust Fund 21
 7.4            Nonassignability   22
 7.5            Limitation on Participants' Rights         22
 7.6            Participants Bound    22
 7.7            Receipt and Release     23
 7.8            California Law Governs     23
 7.9            Headings and Subheadings      24
7.10            Instrument in Counterparts      24
7.11            Gender   24
7.12            Successors and Assigns     24
      Exhibit A            26
     Exhibit B             29