EXHIBIT 10.18.2


                              SECOND AMENDMENT TO
                               OUTSIDE DIRECTORS'
                      ELECTIVE DEFERRED COMPENSATION PLAN
                           OF H.F. AHMANSON & COMPANY


          The Outside Directors' Elective 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.
                                       --

          Section 5.7 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
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of this clause (i), the 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
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director subsequent to 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 beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined

 
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from 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 as of the 6th day of  February, 1996.


                              H. F. AHMANSON & COMPANY

                                  
                              By /s/ Madeleine Kleiner
                                 -----------------------------------
                              Title: Senior Executive Vice President