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                            -------------------------

                           GOLDEN STATE HOLDINGS INC.

                     12 1/4% Senior Exchange Notes Due 2001

                            -------------------------

                          THIRD SUPPLEMENTAL INDENTURE

                         Dated as of September 14, 1998


             Supplementing the Indenture dated as of July 15, 1994,
               as Supplemented, Between Golden State Holdings Inc.
             (formerly known as New First Nationwide Holdings Inc.),
                 as successor to First Nationwide Holdings Inc.,
                     and State Street Bank and Trust Company
         (as successor to The First National Bank of Boston), as Trustee


                            -------------------------

                      STATE STREET BANK AND TRUST COMPANY,
                                   AS TRUSTEE

                            -------------------------


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                          THIRD SUPPLEMENTAL INDENTURE

         THIRD SUPPLEMENTAL INDENTURE, dated as of September 14, 1998 (the
"Third Supplemental Indenture"), among GOLDEN STATE HOLDINGS INC. (formerly
known as New First Nationwide Holdings Inc.), a Delaware corporation (the
"Company"), as successor to First Nationwide Holdings Inc., and STATE STREET
BANK AND TRUST COMPANY (the "Trustee"), as Trustee under the Indenture referred
to herein.

         WHEREAS, the Company and the Trustee heretofore executed and delivered
an Indenture, dated as of July 15, 1994, as supplemented (the "Indenture"), in
respect of the Company's $200 million aggregate principal amount of 12 1/4%
Senior Exchange Notes Due 2001 (the "Securities"); and

         WHEREAS, Section 9.02 of the Indenture provides that the Company and
the Trustee may amend the Indenture with the consent of the Holders of at least
a majority in aggregate principal amount of the Securities then outstanding; and

         WHEREAS, the Holders of at least 50% in aggregate principal amount of
the Securities outstanding have consented to the amendments effected by this
Third Supplemental Indenture; and

         WHEREAS, this Third Supplemental Indenture has been duly authorized by
all necessary corporate action on the part of the Company.

         NOW, THEREFORE, the Company and the Trustee agree as follows for the
equal and ratable benefit of the Holders of the Securities:

                                    ARTICLE I

                                    AMENDMENT

         Upon the commencement of the Offer (as such term is defined in the
offer letter dated September 14, 1998 from the Company) each of the following
shall occur:

         SECTION 1.1. Deletions. Sections 4.02, 4.03, 4.04, 4.05, 4.07, 4.08,
4.09, 4.10, 4.11, 6.01(5) and 6.01(8) of the Indenture are hereby amended by
deleting all such sections and all references thereto in their entirety.



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         SECTION 1.2. Amendment to Section 5.01. Section 5.01 of the Indenture
is hereby amended by deleting in its entirety subsection (iii) of Section 5.01.

         SECTION 1.3. Amendment to Section 6.03. Section 6.01(3) of the
Indenture is hereby amended to read in its entirety as follows:

       the Company fails to comply with Section 4.06 (other than a failure to
       purchase Securities) and such failure continues for 30 days after the 
       notice specified below;

         SECTION 1.4. Conforming Amendments. The form of Security and the
outstanding Securities are hereby amended to make any and all changes that
correspond to the amendments to the Indenture set forth in Sections 1.1 through
1.3 of this Third Supplemental Indenture.

         SECTION 1.5. Trustee's Acceptance. The Trustee hereby accepts this
Third Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.

                                   ARTICLE II

                                  Miscellaneous

         SECTION 2.1. Interpretation. Upon execution and delivery of this Third
Supplemental Indenture, the Indenture shall be modified and amended in
accordance with this Third Supplemental Indenture, and all the terms and
conditions of both shall be read together as though they constitute one
instrument, except that, in case of conflict, the provisions of this Third
Supplemental Indenture will control. The Indenture, as modified and amended by
this Third Supplemental Indenture, is hereby ratified and confirmed in all
respects and shall bind every Holder of Securities. In case of conflict between
the terms and conditions contained in the Securities and those contained in the
Indenture, as modified and amended by this Third Supplemental Indenture, the
provisions of the Indenture, as modified and amended by this Third Supplemental
Indenture, shall control.

         SECTION 2.2. Conflict with Trust Indenture Act. If any provision of
this Third Supplemental Indenture limits, qualifies or conflicts with any
provision of the TIA that is required under the TIA to be part of and govern any
provision of this Third Supplemental Indenture, the provision of the TIA shall
control. If any provision of this


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Third Supplemental Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the provision of the TIA shall be deemed to
apply to the Indenture as so modified or to be excluded by this Third
Supplemental Indenture, as the case may be.

         SECTION 2.3. Severability. In case any provision in this Third
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

         SECTION 2.4. Terms Defined in the Indenture. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Indenture.

         SECTION 2.5. Headings. The Article and Section headings of this Third
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Third Supplemental Indenture and shall in no
way modify or restrict any of the terms or provisions hereof.

         SECTION 2.6. Benefits of Third Supplemental Indenture, etc. Nothing in
this Third Supplemental Indenture or the Securities, express or implied, shall
give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder and the Holders of the Securities, any
benefit of any legal or equitable right, remedy or claim under the Indenture,
this Third Supplemental Indenture or the Securities.

         SECTION 2.7. Successors. All agreements of the Company in this Third
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this Third Supplemental Indenture shall bind its successors.

         SECTION 2.8. Trustee Not Responsible for Recitals. The recitals
contained herein shall be taken as the statements of the Company and the Trustee
assumes no responsibility for their correctness.

         SECTION 2.9. Certain Duties and Responsibilities of the Trustee. In
entering into this Third Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture relating to the conduct or
affecting the liability or affording protection to the Trustee, whether or not
elsewhere herein so provided.



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         SECTION 2.10. Governing Law. This Third Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New York
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.

         SECTION 2.11. Counterpart Originals. The parties may sign any number of
copies of this Third Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.



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             IN WITNESS WHEREOF, the parties hereto have executed this Third
Supplemental Indenture as of the date first above written.

                                       GOLDEN STATE HOLDINGS INC.


                                       By: /s/ Richard H. Terzian
                                          ------------------------------
                                             Name:   Richard H. Terzian
                                             Title:  Chief Financial Officer


                                       STATE STREET BANK AND TRUST
                                        COMPANY,
                                             as Trustee


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



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             IN WITNESS WHEREOF, the parties hereto have executed this Third
Supplemental Indenture as of the date first above written.

                                       GOLDEN STATE HOLDINGS INC.


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


                                       STATE STREET BANK AND TRUST
                                         COMPANY,
                                            as Trustee


                                       By: /s/ GHI C. MAN
                                          ------------------------------
                                            Name:  GHI C. MAN
                                            Title: ASSISTANT VICE PRESIDENT