1993 Stock Incentive Plan, As Amended

EXHIBIT 10.2


H.F. AHMANSON & COMPANY
1993 STOCK INCENTIVE PLAN


Section 1. PURPOSE OF PLAN


The purpose of this 1993 Stock Incentive Plan ("Plan") of H.F. Ahmanson & Company, a Delaware corporation (the "Company"), is to enable the Company to attract, retain and motivate its employees by providing for or increasing the proprietary interests of such employees in the Company.


Section 2. PERSONS ELIGIBLE UNDER PLAN


Any person, including any director of the Company, who is an employee of the Company or any of its subsidiaries (an "Employee") shall be eligible to be considered for the grant of Awards (as hereinafter defined) hereunder.


Section 3. AWARDS


(a) The Committee (as hereinafter defined), on behalf of the Company, is authorized under this Plan to enter into any of the following types of arrangement with an Employee involving shares of common stock of the Company ("Common Shares") or a value derived from the value of the Common Shares: (i) stock options; (ii) stock appreciation rights; (iii) sales or bonuses of stock and (iv) restricted stock. The entering into of any such arrangement is referred to herein as the "grant" of an "Award." Awards may be made alone or two or more in tandem or in the alternative.


(b) Awards may be issued, and Common Shares may be issued pursuant to an Award, for any lawful consideration as determined by the Committee, including, without limitation, services rendered by the recipient of such Award.


(c) Subject to the provisions of this Plan, the Committee, in its sole and absolute discretion, shall determine all of the terms and conditions of each Award granted under this Plan, which terms and conditions may include, among other things:


(i) a provision permitting the recipient of such Award, including any Employee recipient who is a director or officer of the Company, to pay the purchase price of the Common Shares or other property issuable pursuant to such Award, or such recipient's tax withholding obligation with respect to such issuance, in whole or in part, by any one or more of the following:


(A) the delivery of cash;


(B) the delivery of other property deemed acceptable by the
Committee;


(C) the delivery of previously owned shares of capital stock of
the Company (including "pyramiding") or other property;


(D) a reduction in the amount of Common Shares or other property
otherwise issuable pursuant to such Award; or


(E) the delivery of a promissory note, the terms and conditions
of which shall be determined by the Committee;


(ii) a provision conditioning or accelerating the receipt of benefits
pursuant to such Award, either automatically or in the discretion of the
Committee, upon the occurrence of specified events, including, without
limitation, a change of control of the Company, an acquisition of a
specified percentage of the voting power of the Company, the dissolution or
liquidation of the Company, a sale of substantially all of the property and
assets of the Company or an event of the type described in Section 6
hereof; or


(iii) provisions required in order for such Award to qualify as an
incentive stock option (an "Incentive Stock Option") under Section 422 of
the Internal Revenue Code (the "Code").


(d) Notwithstanding Section 3(b), in the event any Award is made while this Plan is subject to Rule 16b-3 as in effect on April 30, 1991 and under which Common Shares are or may in the future be issued for any type of consideration other than as a bonus without the payment of any consideration, the amount of such ...