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                                                                   Exhibit  10.8


     The following amendments to the referenced sections of the 1998-2000
Restricted Stock Election Plan were adopted by the Board of Directors of Arcadia
Financial LTD. Effective as of January 29, 1998.
     
     4.1  TARGET BONUS.  The Committee may select Participants who shall be
          eligible to receive incentive bonuses for the Plan Years 1998, 1999
          and 2000 in amounts determined by the Committee.  The amount of any
          such bonus which may be earned by a Participant shall be determined as
          a percentage of the Participant's base salary as of the Effective Date
          or such later date determined by the Committee.  Such Participant's
          aggregate bonuses for the three Plan Years or a portion thereof
          ("Target Bonus") shall be calculated by (i) multiplying the
          Participant's base salary as of the Effective Date or such later date
          determined by the Committee times his or her bonus percentage as
          determined by the Committee; (ii) dividing that product by three
          hundred sixty-five (365), and (iii) multiplying that quotient times
          the number of days from and including the Effective Date of the Award
          through and including December 31, 2000.  Each Plan Year the Committee
          may establish an annual performance target for each Participant which
          target must be achieved by the Participant as a condition to earning
          all or any portion of his or her bonus for the relevant Plan Year.
     
     4.3  [Deleted.]
     
     4.4  NUMBER OF RESTRICTED SHARES.  Subject to the provisions of this Plan,
          the Committee may grant a Restricted Stock Award to each Participant
          who has elected to participate in the Plan ("Award Recipient").  The
          initial Restricted Stock Award shall be equal to the number of shares
          of the Company's Common Stock (rounded down to the nearest whole
          number) calculated by (i) multiplying the Target Bonus times the
          Elected Percentage and (ii) dividing the product thereof by the market
          price of the Common Stock as of the Effective Date.  The Committee may
          make replacement and supplemental grants to Participants in such
          numbers and based upon such criteria and prices as determined by the
          Committee in its sole discretion.
     
     5.2  ACCELERATED VESTING.  As soon as reasonably practical after the end of
          1998, 1999, 2000, 2001 and 2002, the Committee shall determine the
          extent to which each Active, Retired or deceased Participant has
          earned his or her annual target bonus for the relevant fiscal year. 
          As of the date the Committee makes such determination, vesting of a
          portion of the Participant's Restricted Stock Awards shall be
          accelerated.  For each such Plan Year, an Active Participant shall
          vest in the number of shares determined by multiplying the
          Participant's total Restricted

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          Stock Award shares allocated for that year times the percentage 
          of the annual target bonus achieved by the Participant.  In the 
          event the percentage determined pursuant to the prior sentence 
          exceeds 100%, the Active Participant shall be entitled to 
          accelerated vesting of an additional number of the unvested 
          Restricted Stock Award shares allocated as to prior or subsequent 
          fiscal years.