EXHIBIT 10.8.2

                              SECOND AMENDMENT TO
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                                      1989
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                     CONTINGENT DEFERRED COMPENSATION PLAN
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                           OF H.F. AHMANSON & COMPANY
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The Contingent Deferred Compensation Plan of H. F. Ahmanson & Company, as
amended as of January 1, 1995, is hereby further amended as follows, effective
as of February 6, 1996.

                                       I.
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     Section 5.9 is hereby amended to revise paragraph (c) thereof to read as
follows:

          "(c) A "Change in Control shall occur:

          (i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five
percent (25%) or more of either (A) the then outstanding shares of common stock
of the Company (the "Outstanding Company Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this clause (i), the
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following acquisitions shall not constitute a Change in Control:  (w) any
acquisition directly from the Company, (x) any acquisition by the Company, (y)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (z)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of clause (iii) of this section; or

          (ii) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
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the date hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

          (iii) consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (A) all or substantially all of the Persons who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business
Combination 

 
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company's Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, twenty-five percent 25%
or more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination and (C)
at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or

                     (iv) approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company."

          IN WITNESS WHEREOF, the Company has caused this Second Amendment to
the Plan to be executed this 18th day of March 1997, effective as of February 6,
1996.


                              H. F. AHMANSON & COMPANY
 
                              By  /s/ Madeleine Kleiner
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                              Title: Senior Executive Vice President