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                                                                   Exhibit 10.1

                                AMENDMENT NO. 2
                            TO EMPLOYMENT AGREEMENT

   THIS AMENDMENT is made and entered into by and between CALIFORNIA FEDERAL
BANK, a Federal Savings Bank (the "Company"), having a business address at 135
Main Street, San Francisco, California, 94105, and Gerald J. Ford (the
"Executive"), having a mailing address at 200 Crescent Court, Suite 1350,
Dallas, Texas 75201.

                                R E C I T A L S

   WHEREAS, the Company and the Executive entered into that certain Employment
Agreement dated as of January 1, 2000 and subsequently amended on March 19,
2002 (the "Agreement");

   WHEREAS, the Company is a wholly owned indirect subsidiary of Golden State
Bancorp Inc. ("GSB");

   WHEREAS, GSB is concurrently entering into an Agreement and Plan of Merger
(the "Merger Agreement") with Citigroup Inc. ("Parent") and Mercury Merger Sub,
Inc., a wholly owned direct subsidiary of Parent; and

   WHEREAS, concurrently with the execution of the Merger Agreement, and as an
inducement to Parent to enter into the Merger Agreement, the Company and the
Executive wish to amend the Agreement as hereinafter provided;

   NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, the Company and the Executive agree that the Agreement shall be
amended as follows:

                                      I.

   1. Section 12 of the Agreement is hereby deleted and replaced in its
entirety with the following new Section 12:

      12. No Competition.  (a) For a period of twenty-four (24) months after
   the Closing Date (as defined in the Merger Agreement), the Executive shall
   not become a more than a 5% equity owner of, or an employee or consultant
   to, any retail bank or thrift that has a retail banking presence in the
   State of Nevada or the State of California (a "Competitive Business").
   Notwithstanding anything to the contrary contained herein, nothing herein
   shall prohibit the Executive from being a more than 5% owner of a
   Competitive Business (provided that aggregate deposits of such Competitive
   Business in the States of Nevada and California (together with the aggregate
   amount of deposits in the States of Nevada and California of any other
   Competitive Business that the Executive has a more than 5% ownership
   interest) do not exceed $1 billion). In the event the Executive becomes an
   owner of a retail banking business as permitted by this Section 12 which
   institution has a retail banking presence in California or Nevada, the
   Executive agrees that he will not substantially increase the scope of those
   retail banking operations in California or Nevada during the above
   referenced twenty-four (24) month period after the Closing Date.

      (b) Notwithstanding anything to the contrary contained in paragraph (a),
   the Executive shall not be deemed to have violated the restrictions
   contained therein if the Executive acquires a Competitive Business as a part
   of an acquisition, by joint venture, merger, or other business combination,
   of the assets of, or the majority of the voting interests in, another person
   (a "Target Business") if (i) such Competitive Business's total deposits
   (based on the most recently audited balance sheet of the Target Business
   prior to entering into a definitive agreement with respect to the
   acquisition of the Target Business) in the States of Nevada and California
   do not exceed 20% of the total deposits of the Target Business (calculated
   as provided above) and (ii) the aggregate amount of deposits of such
   Competitive Business in the States of Nevada and California (together with
   the aggregate amount of deposits in the States of Nevada and California of
   any other Competitive Business that the Executive has a more than 5%
   ownership interest) do not exceed $1 billion.

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      (c) The Executive agrees that if a court of competent jurisdiction
   determines that the length of time or any other restriction, or portion
   thereof, set forth in this Section 12 is overly restrictive and
   unenforceable, the court may reduce or modify such restrictions to those
   which it deems reasonable and enforceable under the circumstances, and as so
   reduced or modified, the parties hereto agree that the restrictions of this
   Section 12 shall remain in full force and effect. The Executive further
   agrees that if a court of competent jurisdiction determines that any
   provision of this Section 12 is invalid or against public policy, the
   remaining provisions of this Section 12 and the remainder of this Agreement
   shall not be affected thereby, and shall remain in full force and effect.

      (d) The Executive acknowledges that the restrictions imposed by this
   Agreement are legitimate, reasonable and necessary to protect the Company's
   investment in its businesses and the goodwill thereof. The Executive
   acknowledges that the scope and duration of the restrictions contained
   herein are reasonable in light of the time that the Executive has been
   engaged in the banking business with the Company, the Executive's reputation
   in the markets for the Company's businesses and the Executive's relationship
   with the suppliers, customers and clients of the Company. The Executive
   further acknowledges that the restrictions contained herein are not
   burdensome to the Executive in light of the consideration paid therefor and
   the other opportunities that remain open to the Executive. Moreover, the
   Executive acknowledges that he has other means available to him for the
   pursuit of his livelihood.

   2. Section 13 of the Agreement is hereby deleted in its entirety and
replaced by the following:

      The Executive shall not, from and after the Closing Date, (a) until the
   third anniversary of the Closing Date, use or disclose to others any of the
   customer lists of the Company or its subsidiaries in connection with retail
   banking or otherwise, (b) until the second anniversary of the Closing Date,
   solicit, directly or indirectly, for employment, any of the officers or
   employees of the Company or its subsidiaries as of the Closing Date, for so
   long as they remain employees of the Company or its subsidiaries or their
   respective successors or permitted assigns, and (c) until the second
   anniversary of the Closing Date, request, induce or attempt to influence any
   distributor or supplier of goods or services to the Company or any
   subsidiary thereof as of the Closing Date to curtail or cancel any business
   they may transact with the Company or such subsidiary thereof or their
   respective successors or permitted assigns for so long as such distributor
   or supplier continues in such capacity with the Company or its subsidiaries
   or their respective successors or permitted assigns.

   3. Section 17 of the Agreement is hereby amended by adding the following new
Subsection "(b)" to read as follows and subsequent Subsections are renumbered
accordingly:

      (b) Third-Party Beneficiaries. This Agreement shall inure to the benefit
   of and be enforceable by the parties hereto and Parent. Notwithstanding any
   other provision herein to the contrary, unless the Merger Agreement is
   terminated in accordance with its terms, the Company and the Executive
   hereby agree not to enter into any further amendment of this Agreement
   without the prior written consent of Parent.

                                      II.

   Except as expressly provided herein, the Agreement shall remain in full
force and effect.

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   IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of May
21, 2002.

                                                 CALIFORNIA FEDERAL BANK, A
                                                   FEDERAL SAVINGS BANK

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

                                          -------------------------------------
                                          Gerald J. Ford

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