AGREEMENT (this "Agreement"), by and between Golden State Bancorp Inc. (the
"Company") and GSB Investments Corp. ("GSBIC"), dated as of August 22, 2000.

     WHEREAS,  the Company and GSBIC (as successor to First  Gibraltar  Holdings
Inc.)  are  parties  to an  Agreement  and Plan of  Reorganization,  dated as of
February 4, 1998 (as amended to date, the "Merger Agreement"),  by and among the
Company, Golden State Financial Corporation,  First Nationwide (Parent) Holdings
Inc., First Nationwide Holdings Inc., First Gibraltar Holdings Inc. and Hunter's
Glen/Ford Ltd.; and

     WHEREAS,  Section 1.6(c) of the Merger Agreement  provides for the issuance
of shares of common stock,  par value $1.00 per share,  of the Company  ("Common
Stock") to GSBIC in connection  with the  realization by the Company and certain
of its affiliates of certain  Federal Net Tax Benefits (as defined in the Merger
Agreement); and

     WHEREAS,  GSBIC has proposed that certain of its rights pursuant to Section
1.6(c) be settled for lump sum cash payments to GSBIC by the Company; and

     WHEREAS, the Board of Directors of the Company, based on the recommendation
of a special  committee  of  independent  directors  thereof  chartered  for the
purpose of  reviewing,  negotiating  and  acting  upon such a  transaction,  has
determined  that such  proposed  transaction,  on the terms and  subject  to the
conditions set forth in this Agreement,  is fair to and in the best interests of
the stockholders of the Company (other than GSBIC); and

     WHEREAS,  GSBIC has  previously  pledged,  assigned  and granted a security
interest  in all of its right,  title and  interest in and to section 1.6 of the
Merger  Agreement in favor of Citibank,  N.A., as collateral agent in respect of
certain credit facilities under which an affiliate of GSBIC is the borrower,  as
more fully described in Paragraph 8 hereof; and

     WHEREAS,  capitalized  terms  used but not  defined  herein  shall have the
meaning given such terms in the Merger Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants,  representations,
warranties and agreements  contained  herein,  and intending to be legally bound
hereby, the parties agree as follows:

     1.   On the First Closing Date (as defined  herein),  the right of GSBIC to
          receive  payments  pursuant  to  Section  1.6(c) for  Federal  Net Tax
          Benefits  realized by the  Taxpayer  in respect of the Taxable  Period
          ending  December 31, 2000 (other than the Realized  2000 Tax Benefits,
          as defined  herein)  (the  "Unrealized  2000 Tax  Benefits")  shall be
          settled and  extinguished  in  exchange  for a payment to GSBIC by the
          Company  of  $85,000,000  in  cash,   subject  to  the  provisions  of
          Paragraphs  4 and 5 below.  Except as set forth  herein,  the  payment
          contemplated by this Paragraph 1 shall be made in full satisfaction of
          any  right  of GSBIC to  receive  any Tax  Payment  under  the  Merger
          Agreement in respect of the Unrealized 2000 Tax Benefits.

<PAGE>

     2.   On the Second Closing Date (as defined herein),  the right of GSBIC to
          receive  payments  pursuant to Section  1.6(c) for (x) Federal Net Tax
          Benefits  realized by the  Taxpayer  in respect of the Taxable  Period
          ending December 31, 1999,  which payment has not yet been effected due
          to the operation of Section  1.6(c)(iii) of the Merger  Agreement (the
          "1999  Carryover  Benefits")  and (y) the federal income tax refund in
          the amount of  $31,627,437,  and  related  interest,  received  by the
          Company on April 13, 2000 (the "2000 Tax Refund"  and,  together  with
          the 1999 Carryover  Benefits,  the "Realized 2000 Tax Benefits") shall
          be settled and  extinguished in exchange for a payment to GSBIC by the
          Company of $36,000,000 in cash (subject to possible reduction pursuant
          to the  provisions of Paragraph 5 below).  Except as set forth herein,
          the  payment  contemplated  by this  Paragraph 2 shall be made in full
          satisfaction  of any right of GSBIC to receive any Tax  Payment  under
          the Merger  Agreement in respect of the Taxable Period ending December
          31, 1999 or in respect of the Realized 2000 Tax Benefits.

     3.   To the extent that any  payments  made to GSBIC under this  Agreement,
          taken  together  with any payments  made to GSBIC or its  predecessors
          pursuant to Section  1.6(c) of the Merger  Agreement in respect of any
          Taxable  Period ending on or before  December 31, 2000,  exceed 80% of
          the  cumulative  Limitation  for Taxable  Periods  ending on or before
          December  31, 2000 as set forth in Section  1.6(c)(iii)  of the Merger
          Agreement,   such  excess  shall,  without  duplication,   reduce  the
          Limitation,  but only the  portion  thereof  applicable  to GSBIC,  in
          respect  of  Taxable  Periods  ending  after  December  31,  2000 (the
          "Subsequent  Taxable  Periods");  PROVIDED,  HOWEVER,  that  any  such
          reduction in the Limitation shall be applied first with respect to the
          earliest  Subsequent  Taxable Period and, to the extent such reduction
          exceeds the  Limitation  as it applies to GSBIC for such period,  such
          excess  shall be carried  forward to  consecutive  Subsequent  Taxable
          Periods for purposes of reducing the Limitation as it applies to GSBIC
          in such Subsequent Taxable Periods.

     4.   If the actual  amount of Federal  Net Tax  Benefits  in respect of the
          Taxable  Period  ending  December  31,  2000  (excluding  the 2000 Tax
          Refund),  as  determined  pursuant to Section  1.6(c)(i) of the Merger
          Agreement (the "Actual 2000 Tax Benefits"), exceeds $125 million, then
          80% of the amount of such  excess  shall be treated  for  purposes  of
          applying  Section  1.6(c) of the Merger  Agreement to GSBIC as Federal
          Net  Tax  Benefits  in  respect  of  such  Taxable   Period.   Without
          duplication of any adjustment made pursuant to Paragraph 5 hereof,  if
          the  Actual  2000 Tax  Benefits  is less than $125  million,  then the
          number of shares of Common Stock that would be issuable by the Company
          to GSBIC pursuant to Section 1.6(c)  (without regard to any Limitation
          under Section  1.6(c)(iii)) in respect of Federal Net Tax Benefits for
          the Taxable Period ending December 31, 2000 equal to 80% of the amount
          of such  shortfall  shall  be  determined  (the  "Subsequent  Issuance
          Offset")  and  the  Subsequent   Issuance   Offset  shall

                                      -2-

<PAGE>

          be applied consecutively  against, and as an offset to, any future Tax
          Payment to GSBIC until the Subsequent Issuance Offset has been reduced
          to zero.

     5.   If (x) prior to the Second Closing Date it is reasonably  certain,  in
          the good faith  judgment of the  Company,  as  concurred in writing by
          KPMG LLP,  that 80% of the Actual 2000 Tax Benefits  will be less than
          $100  million,  or (y) on or prior to December 31, 2000,  there occurs
          any  transaction,  restructuring,  asset or liability  acquisition  or
          disposition or other event with respect to the Company that would,  in
          the good faith judgment of the Company as concurred in writing by KPMG
          LLP,  be  reasonably  expected to result in 80% of the Actual 2000 Tax
          Benefits being less than $100 million, then, on or prior to the Second
          Closing Date,  (A) the Company  shall produce a revised  projection of
          Actual 2000 Tax  Benefits  expected to be  realized  for such  Taxable
          Period,  reviewed and attested to by KPMG LLP (the  "Revised  2000 Tax
          Benefit Projection"),  and (B) the amount of any payment to be made to
          GSBIC on the Second  Closing Date shall be reduced,  by the difference
          between   $100,000,000  AND  80%  of  the  Revised  2000  Tax  Benefit
          Projection;  PROVIDED,  HOWEVER,  that the  payment  to be made on the
          Second  Closing Date shall not be reduced below zero and any excess of
          the difference  between  $100,000,000  and 80% of the Revised 2000 Tax
          Benefit  Projection over $36,000,000  shall be applied as an offset to
          future Tax Payments to GSBIC pursuant to Paragraph 4 hereof.

     6.   Subject to the terms and conditions of this Agreement,  the closing of
          the  transaction  contemplated  by Paragraph 1 of this  Agreement (the
          "First Closing") shall take place at 10:00 a.m., local time, on August
          22, 2000 (the  "First  Closing  Date") at the offices of Golden  State
          Bancorp Inc., 135 Main Street, San Francisco, California. On the First
          Closing Date,  (x) the Company shall deliver to GSBIC by wire transfer
          of  immediately  available  funds  the cash  payment  contemplated  by
          Paragraph  1 hereof  and (y)  GSBIC  shall  deliver  to the  Company a
          receipt  acknowledging  receipt of such  payment  and that,  except as
          expressly  set forth in this  Agreement,  GSBIC's  rights  pursuant to
          Section 1.6(c) of the Merger  Agreement in respect of Unrealized  2000
          Tax  Benefits  have been  settled and  extinguished  as  provided  for
          herein.

     7.   Subject to the terms and conditions of this Agreement,  the closing of
          the  transactions  contemplated  by Paragraph 2 of this Agreement (the
          "Second  Closing")  shall  take  place at 10:00 am.,  local  time,  on
          January 16, 2001 (the "Second  Closing Date") at the offices of Golden
          State Bancorp Inc., 135 Main Street, San Francisco, California. On the
          Second Closing Date,  (x) the Company shall deliver to GSBIC,  by wire
          transfer of immediately  available funds the cash payment contemplated
          by  Paragraphs 2 and 5 here and (y) GSBIC shall deliver to the Company
          a receipt  acknowledging  receipt of such payment and that,  except as
          set forth in this Agreement, GSBIC's rights pursuant to Section 1.6(c)
          of the  Merger  Agreement  in

                                      -3-

<PAGE>

          respect of the taxable period ending  December 31, 1999 and in respect
          of Realized  2000 Tax Benefits have been settled and  extinguished  as
          provided for herein.

     8.   REPRESENTATIONS  AND WARRANTIES OF GSBIC.  GSBIC is a corporation duly
          ----------------------------------------
          organized, validly existing and in good standing under the laws of the
          State of Delaware.  GSBIC has the corporate power and authority to own
          or lease all of its properties and assets and to carry on its business
          as it is now  being  conducted.  GSBIC  has full  corporate  power and
          authority to execute and deliver this  Agreement  and  consummate  the
          transactions  contemplated  hereby.  This  Agreement has been duly and
          validly   executed   and   delivered   by  GSBIC  and,   assuming  due
          authorization,  execution and delivery by the Company,  this Agreement
          constitutes  a valid  and  binding  obligation  of  GSBIC  enforceable
          against GSBIC in accordance with its terms,  except as enforcement may
          be limited by general  principles of equity whether applied in a court
          of law or a court of equity and by bankruptcy,  insolvency and similar
          laws affecting creditors' rights and remedies generally.  GSBIC is the
          successor by merger to First Gibraltar Holdings Inc. and has succeeded
          to, and is the owner of, all of the rights of First Gibraltar Holdings
          Inc.  under the Merger  Agreement as of the date thereof,  and has not
          transferred,  conveyed,  hypothecated,  pledged, assigned or otherwise
          disposed of any of such rights or of any interest therein, except that
          GSBIC has pledged,  assigned and granted a security interest in all of
          its right,  title and  interest  in and to  Section  1.6 of the Merger
          Agreement in favor of Citibank, N.A., as collateral agent, for (x) the
          lenders,  issuing  bank and  agents  party to the  Sixth  Amended  and
          Restated  Revolving  Credit  Agreement,  dated s of April 28, 1998 (as
          heretofore  amended and as may hereafter be further amended,  restated
          or otherwise  modified from time to time, the "Mafco Finance Revolving
          Credit Agreement") among Mafco Finance Corp.  ("Mafco  Finance"),  the
          financial  institutions and other institutional lenders party thereto,
          Citibank,  N.A., as administrative agent and collateral agent, and the
          other agents party thereto and (y) the lenders and agents party to the
          Second Amended and Restated Term Credit  Agreement,  dated as of April
          28,  1998 (as  heretofore  amended  and as may  hereafter  be  further
          amended,  restated or otherwise modified from time to time, the "Mafco
          Finance Term Credit  Agreement"  and,  together with the Mafco Finance
          Revolving Credit  Agreement,  the "Mafco Finance Credit  Agreements"),
          among   Mafco   Finance,   the   financial   institutions   and  other
          institutional lenders party thereto, Citibank, N.A., as administrative
          agent and collateral  agent,  and the other agents party thereto.  The
          execution and delivery of this Agreement does not, and the performance
          and  consummation of the  transactions  contemplated  hereby will not,
          conflict  with,  or result in any  violation  of, or default  (with or
          without  notice or lapse of time,  or both)  under  the Mafco  Finance
          Credit Agreements or any other loan or credit agreement or note, bond,
          mortgage,   indenture,  trust  document,  lease  or  other  agreement,
          instrument,   permit,  concession,   franchise,   license  or

                                      -4-

<PAGE>

          similar authorization  applicable to GSBIC or its affiliates or any of
          their respective properties or assets. Without limiting the generality
          of the foregoing, all waivers,  consents,  authorizations,  notices or
          similar  actions of or to any person required to permit GSBIC to enter
          into this  Agreement  and  consummate  the  transactions  contemplated
          hereby have been duly  received,  given or taken,  as the case may be,
          including  without  limitation in respect of the Mafco Finance  Credit
          Agreements and any other documents or instruments related thereto.

     9.   REPRESENTATIONS  AND  WARRANTIES  OF THE  COMPANY.  The  Company  is a
          -------------------------------------------------
          corporation  duly  organized,  validly  existing and in good  standing
          under the laws of the State of Delaware. The Company has the corporate
          power and authority to own or lease all of its  properties  and assets
          and to carry on its business as it is now being conducted. The Company
          has full  corporate  power and  authority  to execute and deliver this
          Agreement and to consummate the transactions contemplated hereby. This
          Agreement  has been duly and validly  executed  and  delivered  by the
          Company and,  assuming due  authorization,  execution  and delivery by
          GSBIC,  this Agreement  constitutes a valid and binding  obligation of
          the Company  enforceable  against the Company in  accordance  with its
          terms,  except as enforcement may be limited by general  principles of
          equity  whether  applied in a court of law or a court of equity and by
          bankruptcy,  insolvency and similar laws affecting  creditors'  rights
          and remedies generally.

     10.  COUNTERPARTS.  This Agreement may be executed in counterparts,  all of
          ------------
          which shall be considered  one and the same  agreement and which shall
          become  effective  when  counterparts  have been signed by each of the
          parties and  delivered to the other party,  it being  understood  that
          both parties need not sign the same counterpart.

     11.  ENTIRE   AGREEMENT;   MERGER  AGREEMENT   CONTINUES.   This  Agreement
          ---------------------------------------------------
          constitutes the entire agreement and supersedes all prior  agreements,
          both  written and oral between the parties with respect to the subject
          matter hereof,  provided that each of the parties agrees that,  except
          as affected,  modified or  superseded  by the term hereof,  the Merger
          Agreement is  reaffirmed  and shall  continue in full force and effect
          pursuant to its terms.

     12.  GOVERNING  LAW.  This  Agreement  shall be governed  and  construed in
          --------------
          accordance  with the laws of the State of Delaware,  without regard to
          the conflicts of laws provisions thereof.

     13.  ASSIGNMENT;  NO THIRD PARTY BENEFICIARIES.  Neither this Agreement nor
          -----------------------------------------
          any of  the  rights,  interests  or  obligations  hereunder  shall  be
          assigned by either of the  parties  hereto  without the prior  written
          consent of the other, except that GSBIC may pledge, assign and grant a
          security  interest in any or all of its right,  title and  interest in
          and to this Agreement to Citibank

                                      -5-

<PAGE>

          N.A..,  as  collateral  agent for (x) the  lenders,  issuing  bank and
          agents party to the Mafco Finance  Revolving  Credit Agreement and (y)
          the  lenders  and  agents  party  to the  Mafco  Finance  Term  Credit
          Agreement.  Subject to the preceding sentence,  this Agreement will be
          binding  upon,  inure,  to the  benefit of and be  enforceable  by the
          parties and their  respective  successors and assigns.  Subject to the
          first sentence of this Paragraph 13, this Agreement is not intended to
          confer  upon any person  other than the  parties  hereto any rights or
          remedies hereunder.

                                      -6-

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective  officers  thereunto duly authorized as of the date
first above written.


                                 GOLDEN STATE BANCORP, INC.





                                 By:    /s/J. Randy Staff
                                    --------------------------------------------
                                 Name:  J. Randy Staff
                                 Title: Executive Vice President


                                 GSB INVESTMENTS CORP.





                                 By:    /s/Howard Gittis
                                    --------------------------------------------
                                 Name:  Howard Gittis
                                 Title: Vice Chairman


Acknowledged and agreed to:


CITIBANK, N.A., as collateral agent
with respect to the Mafco Finance Credit
Agreements





By:     /s/Nancy L. Shanik
   ----------------------------
Name:  Nancy L. Shanik
Title: Managing Director
                                      -7-