AGREEMENT (this "AGREEMENT"), by and between Golden State Bancorp Inc. (the
"COMPANY") and GSB Investments Corp. ("GSBIC"), dated as of July 26, 2001.

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

     WHEREAS,  the  Company and GSBIC  entered  into an  agreement,  dated as of
August 22, 2000 (the "FIRST SUPPLEMENTAL  AGREEMENT"),  pursuant to which, among
other  things,  the right of GSBIC to  receive  Tax  Payments  in respect of the
utilization by the Taxpayer of certain  Federal Net Tax Benefits was settled and
extinguished for the payments set forth therein; and

     WHEREAS,  GSBIC has proposed that certain of its rights pursuant to Section
1.6(c) in respect of  unrealized  Federal Net Tax  Benefits  with respect to the
Taxable  Period ending  December 31, 2001 be settled for a lump sum cash payment
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 5 hereof;

     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.  SETTLEMENT  OF UNREALIZED  2001 TAX  BENEFITS.  On the 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, 2001 (the  "UNREALIZED  2001 TAX BENEFITS")
shall be settled  and  extinguished  in  exchange  for a payment to GSBIC by the
Company of $64,000,000 in cash,  subject to the provisions of

                                      -1-
<PAGE>

Paragraphs 3 and 4 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
2001 Tax Benefits.

     2. ADJUSTMENT OF LIMITATION;  CERTAIN CARRYOVER TAX BENEFITS. To the extent
        ---------------------------------------------------------
that any payment 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  or under the First  Supplemental  Agreement in respect of any
Taxable  Period  ending  on or  before  December  31,  2001,  exceed  80% of the
cumulative  Limitation for Taxable Periods ending on or before December 31, 2001
as set forth in Section 1.6(c)(iii) of the Merger Agreement,  as modified by the
First Supplemental 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,  2001  (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.  GSBIC acknowledges and agrees that any Tax Payment
to GSBIC pursuant to the Merger Agreement relating to $28,577,720 of Federal Net
Tax Benefits  realized by the Taxpayer in respect of the Taxable  Period  ending
December  31,  2000,  for which  payment  has not yet been  effected  due to the
operation of Section  1.6(c)(iii)  of the Merger  Agreement and Section 4 of the
First Supplemental  Agreement,  shall be payable on the date contemplated by the
first sentence Section 1.6(c)(i) of the Merger Agreement, after giving effect to
the  adjustments  to the  Limitation  pursuant to this  Agreement  and the First
Supplemental  Agreement and the carry-forward  provisions of Section 1.6(c)(iii)
of the Merger Agreement.

     3. TRUE-UP  PAYMENTS.  If the actual  amount of Federal Net Tax Benefits in
        -----------------
respect of the Taxable Period ending  December 31, 2001, as determined  pursuant
to Section  1.6(c)(i) of the Merger  Agreement (the "ACTUAL 2001 TAX BENEFITS"),
exceeds $93,750,000,  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,  subject to the  applicable
Limitation as modified by Paragraph 2 of this Agreement.  If the Actual 2001 Tax
Benefits  is less than  $93,750,000,  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, 2001 equal
to 80% of the amount of such  shortfall  shall be  determined  (the  "SUBSEQUENT
ISSUANCE   OFFSET")  and  the  Subsequent   Issuance  Offset  shall  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.

     4.  CLOSING.  Subject to the terms and  conditions of this  Agreement,  the
         -------
closing of the  transaction  contemplated  by Paragraph 1 of this Agreement (the
"CLOSING")  shall take place at 10:00 a.m.,  local  time,  on July 27, 2001 (the
"CLOSING  DATE") at the offices of Golden State Bancorp  Inc.,  135 Main Street,
San Francisco, California. On the 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

                                      -2-
<PAGE>

Agreement,  GSBIC's rights pursuant to Section 1.6(c) of the Merger Agreement in
respect of Unrealized  2001 Tax Benefits have been settled and  extinguished  as
provided for herein.

     5.  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 and the First  Supplemental  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 Seventh  Amended and Restated  Revolving  Credit  Agreement,
dated as of August 29,  2000 (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 Third
Amended  and  Restated  Term Credit  Agreement,  dated as of August 29, 2000 (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 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.

     6.  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

                                      -3-
<PAGE>

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.

     7.  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.

     8. 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  expressly  affected,  modified or
superseded by the terms hereof,  the Merger Agreement and the First Supplemental
Agreement are reaffirmed and shall continue in full force and effect pursuant to
their terms. Without limiting the generality of the foregoing, the parties agree
that all payments to GSBIC hereunder and under the First Supplemental  Agreement
shall be deemed to be Tax  Payments for  purposes of Section  1.6(c)(iv)  of the
Merger  Agreement  and payments  under  Section 1.6 of the Merger  Agreement for
purposes of Section 1.6(e) thereof ("Netting of Obligations;  Expenses; Limit on
Payments").

     9.  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.

     10. PUBLICITY.  Except as otherwise required by law or the rules of The New
         ---------
York Stock Exchange Inc.,  GSBIC shall not, and shall use best efforts to assure
that none of its affiliates  shall,  issue or cause the publication of any press
release or other public  announcement  with  respect to, or  otherwise  make any
public statement  concerning,  the  transactions  contemplated by this Agreement
without the consent of the Company.

     11. 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 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 11, this Agreement is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

                                      -4-
<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/ Christie S. Flanagan
                                    --------------------------


                                 Name: Christie S. Flanagan
                                 Title: Executive Vice President/General Counsel


                                 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/ James M. Buchanan
   ---------------------------


Name: James M. Buchanan
Title: Vice President



                                      -5-