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                                                                   EXHIBIT 10.2
 
                                 GREAT WESTERN
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                              (1988 RESTATEMENT)
 
                               AMENDMENT 1997-1
 
  Effective January 1, 1997 (except as otherwise noted), the Great Western
Supplemental Executive Retirement Plan is amended as follows:
 
    1. The last sentence of the definition of "Accrued Benefit" in Section
  1.3 is amended to read as follows:
 
    "Years of Service shall include all periods of Long-Term Disability
    counted for accruing Credited Service under the Retirement Plan (as in
    effect prior to December 31, 1996) and, generally, Long-Term Disability
    shall be treated under this Plan in a manner parallel to its treatment
    under the Retirement Plan (as in effect prior to December 31, 1996).
    Accordingly, Years of Service include all periods of Long-Term
    Disability if such Long-Term Disability ceases due to the Participant's
    retirement under this Plan, death or return to employment with the
    Company. However, if the Long-Term Disability ceases for any other
    reason, Participant shall only be entitled to Years of Service through
    the earliest of the date of termination of employment, the date of
    cessation of the Long-Term Disability or twelve months following the
    date the Participant was first absent from employment due to the
    disability."
 
    2. The following paragraphs c. and d. are added at the end of the
  definition of "Average Monthly Compensation" in Section 1.3:
 
         "c. Participant shall continue to earn Average Monthly Compensation
    after December 31, 1996.
 
         d. Average Monthly Compensation shall be computed without regard to
    the $200,000/$150,000 limitations relating to Code Section 401(a)(17)."
 
    3. The definition of "Social Security Amount" is added in Section 1.3 to
  read as follows:
 
         "Social Security Amount" is defined as in the Retirement Plan without
    regard to the reference in the first sentence of that definition to
    December 31, 1996."
 
    4. The first sentence of the definition of "Years of Service" in Section
  1.3 is amended to read as follows:
 
         "Years of Service" means years of 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."
 
    5. The phrase "Section 4.4(ii) of the Retirement Plan" in Section 4.1(b)
  is amended to read "Section 4.4A(a)(ii) of the Retirement Plan."
 
    6. Section 4.1(c) is amended to read as follows:
 
         "(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, in the case of an Employee who is
    married when his SERP benefits commence), and"
 
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    7. Section 4.7 is amended to read as follows:
 
         "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 (as of 12/31/96) which is the Actuarial Equivalent of
         the benefit under this Plan. However, the Participant may not elect a
         lump sum benefit or the 15-years certain option."
 
    8. Section 4.10(b) is amended to read as follows:
 
         "(b) If the Participant dies after retiring, the Participant's spouse
    (at the time of retirement) shall be eligible for a death benefit. The
    monthly benefit, if any, payable upon the death of a Participant to the
    Participant's spouse, commencing as of the first day of the month after
    the month in which the Participant dies and payable for the spouse's
    lifetime, shall be equal to 50% of the benefit being paid to such
    Participant on his date of death under this Plan. Such amount shall be
    calculated by assuming Employees elected a Qualified Joint and Survivor
    Annuity under the Retirement Plan."
 
    9. The first sentence of Section 7.8 is amended to read as follows:
 
         "This Plan shall be construed, administered, and governed in all
    respects under and by federal law, and to the extent not preempted, the
    laws of the State of California."
 
  IN WITNESS WHEREOF, Great Western has caused this Amendment to be executed
by its duly authorized officers this 24th day of March 1997.
 
                                          GREAT WESTERN FINANCIAL CORPORATION
 
                                          By
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                                          By
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