AMENDMENT NO. 1
                                       TO
                            GREAT FINANCIAL BANK, FSB
                          EMPLOYEE STOCK OWNERSHIP PLAN


         Effective  January 1, 1994, Great Financial Bank, FSB, by action of its
Board of  Directors,  adopted  the Great  Financial  Bank,  FSB  Employee  Stock
Ownership Plan.
         Plan  Article XIII  provides  that the Plan may be amended by a written
instrument which is duly executed.
         It is now deemed  advisable to amend the Plan as hereinafter  provided,
and to be effective as of July 1, 1996.
 
1.       AMENDMENT TO PLAN SECTION 1.12(b).

         In order to permit  Employees  whose work  schedule  is on a  part-time
basis,  and who would  otherwise  qualify for  participation  in the Plan,  Plan
Section 1.12(b), which excludes Employees who are compensated on an hourly basis
from  participating  in the Plan, is deleted in its entirety,  and the remaining
sections of Section 1.12 are renumbered accordingly.

2.       AMENDMENT TO PLAN SECTION 3.3.

         In order to allow  Participants  to  receive  an  accrual  of  benefits
notwithstanding  the number of Hours of Service  performed  during an Accounting
Year, Plan Section 3.3 is amended to read as follows:

         SECTION 3.3  PARTICIPANT'S   RIGHT    TO    ALLOCATION    OF   EMPLOYER
CONTRIBUTIONS.  Participants who have met the requirements for  participation in
the Plan and who are employed on the  Valuation  Date for each  Accounting  Year
will be eligible to receive a contribution  to their  Employee  Stock  Ownership
Account.  If a  Participant's  employment was terminated  prior to the Valuation
Date  because of (a)  Retirement,  (b) Total and  Permanent  disability,  or (c)
Death,  then the  Participant  will be entitled to have credited to his Employee
Stock Ownership  Account a sum determined by the application of the contribution
percentages hereinafter set forth to the Compensation earned by such Participant
to the date such Participant's employment was terminated,  if, as of the subject
Valuation  Date,  a  total  distribution  of the  Participant's  Employee  Stock
Ownership Account has not occurred. If a total distribution of the Participant's
Employee  Stock  Ownership   Account  has  occurred,   then  there  will  be  no
contribution to the Participant's Employee Stock Ownership Account.

         In all other respects, the Plan, as initially adopted effective January
1, 1994, will remain in full force and effect.


         IN TESTIMONY  WHEREOF,  this Amendment has been  executed,  in multiple
counterparts, any one of which may be considered an original, June 27, 1996.


                                 GREAT FINANCIAL BANK, FSB

                                 By: /S/ DOUGLAS A. MUSSLER

                                 Title: EXECUTIVE VICE PRESIDENT AND SECRETARY



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