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                                                                   Exhibit 10.2

                                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 Carl B. Webb (the
"Executive"), having a mailing address at 135 Main Street, San Francisco,
California, 94105.

                                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 13 of the Agreement is amended in its entirety, to read as
follows:

      No Tampering.  The Executive shall not, from and after the Closing Date
   (as defined in the Merger Agreement), (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
                                           SAVINGSBANK

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

                                           -------------------------------------
                                           Carl B. Webb

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