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
(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
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Executive Vice President,
General Counsel and Secretary
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