First Amendment To Supplemental Executive Retirement Plan

EXHIBIT 10.11.1


FIRST AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
OF H. F. AHMANSON & COMPANY


The Supplemental Executive Retirement Plan of H. F. Ahmanson & Company, which was amended and restated as of July 12, 1994 (the "Plan"), is hereby amended as follows, effective as of February 6, 1996.


I.


A new Section 3.5 is hereby added to the Plan to read as follows:


"3.5 Employment Agreements. The benefits which are payable under this
--------------------- Plan to a Participant or his or her Surviving Spouse or Beneficiary shall be subject to adjustment (which may increase, but not decrease such benefits) as provided in any employment agreement between the Company and the Participant which is in effect as of the date of the Participant's Termination of Employment for any reason."


II.


Section 5.1(b) of the Plan is hereby amended to read as follows:


"5.1(b) Vesting and Credited Service.
----------------------------


[Intentionally Omitted]"


III.


Sections 5.3 through 5.6 of the Plan are hereby amended to read as follows:


"5.3 Change in Control. For purposes of this Article V, a "Change in
----------------- Control" shall mean:


(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 Sponsor (the "Outstanding Employer Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Sponsor entitled to vote generally in the election of directors (the "Outstanding Employer Voting Securities"); provided, however, that for purposes of this clause (i), the
-------- ------- following acquisitions shall not constitute a Change in Control: (w) any acquisition directly from the Sponsor, (x) any acquisition by the Sponsor, (y) any acquisition by any employee benefit plan (or related trust) sponsored or


maintained by the Sponsor or any corporation controlled by the Sponsor or (z) any acquisition by any corporation pursuant to a tra ...