Second Amendment To Executive Life Insurance Plan

EXHIBIT 10.13.2


SECOND AMENDMENT TO
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EXECUTIVE LIFE INSURANCE PLAN
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OF H. F. AHMANSON & COMPANY
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The Executive Life Insurance Plan of H. F. Ahmanson & Company, adopted effective as of January 1, 1989 (the "Plan"), and amended effective as of January 1, 1994, is hereby amended as follows, effective as of February 6, 1996.


I.


Section 5.3 of the Plan is hereby amended to read as follows:


"5.3 Change in Control. Upon dissolution or liquidation of the
----------------- Sponsor or upon a reorganization, merger or consolidation of the Sponsor with one or more corporations as a result of which the Sponsor is not the surviving corporation, or upon the sale of all or substantially all the assets of the Sponsor, the interests of all then remaining Participants shall continue, and provisions shall be made in connection with such transaction for the continuance of the Plan and the assumption of the obligations of the Sponsor under the Plan by the Sponsor's successor(s) in interest.


For purposes of this Plan the term "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, ...