OMNIBUS AMENDMENT 1995-1
WHEREAS, this Corporation maintains the following plans and the trusts
for the benefit of its employees and/or directors: Great Western
Supplemental Executive Retirement Plan, Great Western Financial Corporation
Deferred Compensation Plan, Great Western Financial Corporation Directors'
Deferred Compensation Plan, Great Western Financial Corporation Senior
Officers' Deferred Compensation Plan, Great Western Retirement Restoration
Plan, Great Western Supplemental Incentive Plan, Great Western Financial
Corporation Umbrella Trust for Senior Officers and Great Western Financial
Corporation Umbrella Trust for Directors (collectively, the "Plans");
WHEREAS, this Corporation also maintains the Great Western Retirement
Plan and Great Western Employee Savings Incentive Plan (the "Tax-Qualified
WHEREAS, each of the Plans is administered by the Finance Committee
of the Board of Directors and certain functions under the Tax-Qualified
Plans are also administered by the Finance Committee.
NOW, THEREFORE, the respective Plans and Tax-Qualified Plans are
amended, effective as of July 1, 1995, as follows:
1. Each of the Plans is amended to provide that the Committee is the
Compensation Committee of the Board of Directors of this Corporation.
2. Each of the Tax-Qualified Plans is amended to provide that the
Compensation Committee of the Board of Directors of this Corporation shall
have all of the duties, powers and responsibilities previously held by the
3. The phrase "Compensation Committee" shall replace the phrase
"Finance Committee" in each place it appears in each of the Plans and Tax-
4. The Compensation Committee will also assume responsibility for
all functions previously held by the Finance Committee with respect to the
trust agreements and any other ancillary agreements with respect to the Tax-
IN WITNESS WHEREOF, this Corporation has caused these presents to be
executed by its duly authorized officers and the corporate seal to be
hereunder affixed as of this 30th day of June, 1995.
GREAT WESTERN FINANCIAL CORPORATION
J. Lance Erikson
Stephen F. Adams