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                                                                  EXHIBIT 10.8.5

                             SECOND AMENDMENT TO THE
                         WASHINGTON MUTUAL SAVINGS BANK
                        EMPLOYEES' STOCK PURCHASE PROGRAM

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THIS AMENDMENT, hereby made by Washington Mutual Savings Bank (the "Bank"),


                                   WITNESSETH:

WHEREAS, the Bank previously established an Employees' Stock Purchase Program
(the "Plan") effective April 1, 1990, and subsequently amended the Plan
effective June 30, 1991; and

WHEREAS, the Bank desires to provide for compliance with the amendment to
Securities Exchange Commission Rule 16b-3 effective May 1, 1991;

NOW, THEREFORE, effective June 30, 1992, a new Section 5.7 shall be added to
read in its entirety as follows:

        5.7    PARTICIPATION BY EXECUTIVE OFFICERS.

               (a)    DEFINITIONS. As used herein, the term "Executive Officers"
                      shall refer to persons subject to Section 16 of the
                      Securities Exchange Act of 1934 (the "1934 Act").

               (b)    SECTION 16 COMPLIANCE. With respect to Executive Officers,
                      transactions under this plan are intended to comply with
                      all applicable conditions of Rule 16b-3 or its successors
                      under the 1934 Act. To the extent any provision of the
                      Plan or action by the Committee fails to so comply, it
                      shall be determined null and void, to the extent permitted
                      by law and deemed advisable by the Committee.

               (c)    TRANSACTION RESTRICTIONS.

                      (i)    An Executive Officer making a withdrawal from the
                             Plan must either cease further purchases in the
                             Plan for six months from the date of such
                             withdrawal or must hold such withdrawn stock for at
                             least six months before selling it.

                      (ii)   Any Executive Officer who ceases participation in
                             the Plan may not resume participation for at least
                             six months. Any election by an Executive Officer to
                             decrease his/her level of participation in the Plan
                             to a nominal amount constitutes a cessation of
                             participation in the Plan and such Executive
                             Officer may NOT

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                             thereafter participate, at any level, in the Plan
                             for at least six months from the date such person
                             decreased his/her level of participation to a
                             nominal amount.

IN WITNESS WHEREOF, this amendment has been executed this ____ day of
____________, 19___.

                                             WASHINGTON MUTUAL SAVINGS BANK

                                             By:
                                                --------------------------------
                                             Title:
                                                   -----------------------------


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