<PAGE>

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT 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  JAMES  R.  STAFF  (the
"Executive"), having a mailing address at 6964 Tokalon, Dallas, Texas 75214.

                                 R E C I T A L S

     The Board of Directors of the Company has determined that it is in the best
interests of the Company to retain the Executive's services and to reinforce and
encourage  the continued  attention  and  dedication of members of the Company's
management,   including  the  Executive,   to  their  assigned   duties  without
distraction in potentially disturbing circumstances arising from the possibility
of a change of control of the Company.

     The Company  wishes to assure  itself of the services of the  Executive for
the period  provided in this Agreement and the Executive  wishes to serve in the
employ of the Company on the terms and conditions hereinafter provided.

     This  Agreement  supersedes  and replaces the  employment  agreement by and
between the  Executive and the Company  dated  January 1, 1998;  such  agreement
shall be terminated  upon the later of the effective  date of this  Agreement or
execution of this Agreement.

                                A G R E E M E N T

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained, the Company and the Executive hereby agree as follows:

     1.  Employment.  Upon the terms and subject to the conditions  contained in
this  Agreement,  the  Executive  agrees to provide  full-time  services for the
Company during the term of this  Agreement.  The Executive  agrees to devote his
best efforts to the business of the Company,  and shall  perform his duties in a
diligent,  trustworthy,  and  business-like  manner,  all  for  the  purpose  of
advancing  the business of the Company.  However,  the  Executive  may act as an
executor, a trustee, and/or director of entities with whom the Executive has had
a  continuing  relationship  (including  Liberte  Investors)  so  long  as  such
activities  do not  interfere in any material  way with the  Executive's  duties
hereunder. Notwithstanding the foregoing and other provisions of this Agreement,
the Company  acknowledges  that the  Executive  has  ownership  interests in and
serves as an officer and/or  director of Ganado  Bancshares,  Inc., and American
Bank, N.A., and is a director of Citizens State Bank, Johnson County, Texas. The
Executive shall be permitted to maintain such ownership  interests and positions
so long as they do not interfere in any material way with the Executive's duties
hereunder.  The Executive hereby  represents and warrants that he is not subject
to any other  agreement,  including  without  limitation,  any  agreement not to
compete or confidentiality agreement, which would be violated by the Executive's
performance of services hereunder.

                                      -1-
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     2.  Duties; Location.  The duties of the  Executive  shall be those duties
which can  reasonably  be expected to be performed by a person with the title of
Executive Vice President of a bank. The Executive  shall report  directly to the
Chief  Executive  Officer.  The  Executive's  duties may,  from time to time, be
changed or modified at the  discretion  of the Board of  Directors  or the Chief
Executive  Officer  of the  Company.  The  duties  to be  performed  under  this
Agreement  shall be performed  primarily at the office of the Company in Dallas,
Texas, subject to reasonable travel requirements on behalf of the Company.

     3. Employment Term. Subject to the terms and conditions hereof, the Company
agrees to employ the Executive for a term  commencing as of January 1, 2000 (the
"EFFECTIVE TERM") and continuing through December 31, 2002, unless renewed under
this SECTION 3.

     Beginning  with  January 1, 2002,  this  Agreement  shall be  automatically
renewed  each  January 1 for one-year  terms,  unless  either the Company or the
Executive  provides  written  notice of election not to renew,  at least 45 days
before the applicable January 1.

     4.  Salary and Benefits.

          (a) Base Salary. The Company shall, during the term of this Agreement,
     pay the  Executive  an annual  base  salary of  $700,000  beginning  on the
     Effective Date, pro rated for periods of fewer than 12 months.  Such salary
     shall be paid in semi-monthly  installments less applicable withholding and
     salary deductions.  Base salary shall be reviewed at least annually and may
     be  increased  by the  Company.  The Company may not,  however,  reduce the
     Executive's base salary at any time during the term of this Agreement.

          (b) Executive  Compensation  Plans. The Executive shall be eligible to
     participate  in any executive  compensation  plan in which any other senior
     executive of the Company  participates;  such executive  compensation plans
     shall include  (without  limitation) the following  types of  compensation,
     incentives, and benefits: stock options,  restricted stock, annual bonuses,
     long term incentive compensation, and stock purchase.

          (c) Non-qualified Retirement Plans. The Executive shall be entitled to
     participate in any non-qualified retirement plan that is generally provided
     to senior executive officers of the Company.

          (d) Fringe  Benefits.  The Executive shall be entitled to all benefits
     for which the Executive is eligible  under any qualified  retirement  plan,
     group insurance,  other welfare  benefits,  and all "fringe" benefits which
     the Company provides to its employees  generally or to senior executives of
     the Company  (including  executive medical benefits for the Executive,  his
     spouse, and his dependents).

                                      -2-
<PAGE>

          (e) Medical  Examination.  The  Executive  shall be  reimbursed by the
     Company for the  reasonable  cost of one annual  medical  examination  upon
     presentation of an expense statement.

          (f) Paid Time Off.  The  Executive  shall be entitled to paid time off
     ("PTO")  during each full year of his  employment  hereunder in  accordance
     with the  applicable  policies  adopted by the  Company.  In no event shall
     Executive  be  entitled  to fewer than five  weeks PTO during any  calendar
     year.  Such PTO  shall be taken at such  times as are  consistent  with the
     reasonable business needs of the Company.

          (g)  Automobile.  The  Company  will  provide  the  Executive  with an
     automobile (the  "Automobile")  for use by the Executive in connection with
     the  performance  of his duties under this  Agreement and the Company shall
     provide  garaging near the Executive's  office.  The Automobile  shall be a
     late model  top-of-the-line  luxury automobile to be reasonable selected by
     the  Executive.  The Executive may also use the  Automobile  for reasonable
     personal  use.  The  Executive  agrees  to pay all  operating  costs of the
     Automobile  and the Company  agrees to reimburse to the  Executive to cover
     operating costs of the Automobile (including insurance,  maintenance,  toll
     charges,  and rental of garage space), upon the submission by the Executive
     to the Company of  receipts  evidencing  such  operating  costs.  Except as
     otherwise  provided in Section 5 below,  the Executive agrees to return the
     Automobile  to the  Company at the  termination  of this  Agreement  or the
     Executive  may  purchase  the  Automobile  from  the  Company  as its  then
     wholesale value.

          (h) Clubs. The Company will reimburse the Executive, upon presentation
     of  proper  expense  statements,  for all  reasonable  initiation  fees and
     periodic  dues for a membership  in one golf club,  country club, or social
     club of the Executive's choice.

          (i) Life  Insurance.  The Company shall  purchase a split dollar whole
     life  insurance  policy on the life of the  Executive  with an initial face
     amount of $1,400,000 (the "Policy"). The Policy shall be adjusted every two
     years on January 1 (with the first  adjustment  on  January 1, 2001)  based
     upon  increases in the  Executive's  base salary,  and such  adjusted  face
     amount shall be equal to (i) the  Executive's  base salary,  multiplied  by
     (ii) two. The Policy shall be owned by a trust for the benefit of the heirs
     of the  Executive  (the  "Trust").  The trustee of the Trust shall have the
     right  to  designate  one  or  more  beneficiaries,   and  to  change  such
     designation at any time and from time to time, in accordance with the terms
     of the Trust and the  Policy.  The  Company  shall pay all  premiums on the
     Policy. The Trust and the Company shall have the rights and obligations set
     forth in the separate  split  dollar life  insurance  agreement  previously
     executed  with respect to the Policy,  as the same may be amended from time
     to time.  Such insurance  coverage shall be in addition to, and not in lieu
     of, any other insurance normally provided by the Company to officers of the
     Company. In the event the Executive's employment shall terminate (A) at any
     time during the term of this Agreement for any reason other than (i) death,
     (ii) termination for Cause, or (iii) voluntary termination by the Executive
     without Good Reason, or (B) at the end of the

                                      -3-
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     term  of  this  Agreement,  the  split  dollar  life  insurance   agreement
     referred to herein shall terminate and the Company shall release all of its
     rights  with  respect to the Policy,  including  its right to be repaid any
     amount,  its rights to any accumulated  cash surrender value in the Policy,
     and its  collateral  assignment of the Policy,  and the Trust shall own the
     Policy and the  Company  shall have no  further  interest  or rights in the
     Policy.

          (j)  Reimbursement  of  Expenses.  The  Company  shall  reimburse  the
     Executive  for  all  reasonable  out-of-pocket  expenses  incurred  by  the
     Executive in the course of his duties,  in accordance with normal policies.
     The Company  acknowledges  that the Executive  shall be permitted to travel
     first class when traveling on behalf of the Company.

          (k) Employee Benefits.  The Executive shall be entitled to participate
     in the employee  benefit programs  generally  available to employees of the
     Company,  and  to all  normal  perquisites  provided  to  senior  executive
     officers of the  Company.  Upon  termination  of this  Agreement  by normal
     expiration of its term as specified in Section 3 hereof, medical and dental
     benefits  provided to the Executive prior to termination  shall continue to
     be  provided  to the  Executive  and his  spouse  for a period of three (3)
     years.

          (l) Benefits  Not in Lieu of  Compensation.  No benefit or  perquisite
     provided  to the  Executive  shall be deemed to be in lieu of base  salary,
     bonus, or other compensation.

     5.  Termination  of  Employment.  The Board of Directors of the Company may
terminate the  employment of the Executive at any time as it deems  appropriate.
Except as may otherwise be provided in SECTION 6 below, the following provisions
shall apply with respect to the termination of the Executive's employment.

          (a) Disability.  The Company may terminate the Executive's  employment
     for Disability if the Executive is incapacitated and absent from his duties
     hereunder on a full-time basis for six  consecutive  months or for at least
     180 days during any 12 month period. If, during the term of this Agreement,
     the  Executive's  employment  terminates due to  Disability,  the Executive
     shall be entitled to (i) receive  continued  payments in an amount equal to
     60% of the  Executive's  base  salary at the time of such  termination,  in
     accordance  with  Section  4(a)  above  during the  remaining  term of this
     Agreement (as provided in Section 3 above) but for not less than two years,
     and (ii) continuation of group life insurance  benefits and continuation of
     benefits under Section 4(i). In addition, so long as such benefits continue
     to be provided to the Company's employees,  the Executive shall be entitled
     to  continuation  of benefits under the group medical  plan(s) in which the
     Executive  is  participating  at the  time of such  termination  (including
     executive  medical  benefits)  for  the  Executive,  his  spouse,  and  his
     dependents;  such medical  benefits  shall  terminate no later than (x) the
     date on which the Executive ceases to be Disabled, or (y) the date on which
     the Executive attains age 70.

          (b) Voluntary  Resignation or Termination  for Cause. If the Executive
     shall voluntarily terminate his employment for other than Good Reason or if
     the Company shall

                                       -4-

<PAGE>

     discharge  the  Executive  for  Cause,   this  Agreement   shall  terminate
     immediately  and the Company  shall have no further  obligation to make any
     payment under this Agreement which has not already become payable,  but has
     not yet been  paid.  Provided,  however,  that  with  respect  to any stock
     options,   restricted  stock,   incentive  plans,   deferred   compensation
     arrangements,  or  other  plans  or  programs  in which  the  Executive  is
     participating at the time of termination of his employment, the Executive's
     rights and benefits  under each such plan shall be determined in accordance
     with the terms,  conditions,  and  limitations of the plan and any separate
     agreement executed by the Executive which may then be in effect.

          For the purposes of this Agreement,  the Company shall have "Cause" to
     terminate the  Executive's  employment  hereunder  upon (A) the willful and
     continued  failure by the  Executive to perform his duties with the Company
     (other than any such failure  resulting from  incapacity due to physical or
     mental illness), after a demand for substantial performance is delivered to
     the  Executive  by the Board which  specifically  identifies  the manner in
     which  the  Board  believes  that he has not  substantially  performed  his
     duties,  or (B) the willful  engaging by the Executive in gross  misconduct
     materially and demonstrably  injurious to the Company, or (C) occurrence of
     any event which  would  provide a basis of  termination  for cause under 12
     C.F.R.   Section   563.39(b)(1)  or  any  successor   regulation   defining
     termination  for cause in employment  agreements for employees of a savings
     association.  For purposes of this paragraph, no act, or failure to act, on
     the Executive's part shall be considered  "willful" unless done, or omitted
     to be done, by him not in good faith and without reasonable belief that his
     action  or  omission  was  not  in  the  best   interest  of  the  Company.
     Notwithstanding  the foregoing,  the Executive  shall not be deemed to have
     been  terminated for Cause unless and until there shall have been delivered
     to him a copy of a resolution duly adopted by the  affirmative  vote of not
     less than two-thirds (2/3) of the entire authorized membership of the Board
     at a meeting of the Board called and held for the purpose (after reasonable
     notice and an opportunity for the Executive,  together with counsel,  to be
     heard  before the  Board),  finding  that in the good faith  opinion of the
     Board he was guilty of conduct set forth above in clauses (A) or (B) of the
     first sentence of this paragraph and specifying the particulars  thereof in
     detail.

          For purposes of this Agreement, "Good Reason" shall mean:

               (i) Without his express  written  consent,  the assignment to the
          Executive  of any  duties  inconsistent  with his  positions,  duties,
          responsibilities  and  status  with the  Company,  or a change  in his
          reporting  responsibilities,  titles or offices, or any removal of the
          Executive from or any failure to re-elect the Executive to any of such
          positions, except in connection with the termination of his employment
          by the Company for Cause or as a result of the Executive's Disability,
          or as a result of his death,  or by the Executive  other than for Good
          Reason;

               (ii) A reduction by the Company in the Executive's base salary as
          in effect on the date hereof or as the same may be increased from time
          to time;

                                      -5-

               (iii) The Company's  requiring the Executive to be based anywhere
          other than Dallas,  Texas, or, in the event the Executive  consents to
          any  relocation,  the failure by the Company to pay (or  reimburse the
          Executive) for all reasonable moving expenses incurred by him relating
          to a  change  of his  principal  residence  in  connection  with  such
          relocation and to indemnify the Executive against any loss (defined as
          the difference between the actual sale price of such residence and the
          higher of (a) his aggregate  investment  in such  residence of (b) the
          fair market  value of such  residence as  determined  by a real estate
          appraiser  designated by the Executive and reasonably  satisfactory to
          the  Company)  realized  on  the  sale  of the  Executive's  principal
          residence in connection with any such change of residence;

               (iv) The failure by the Company to continue in effect any benefit
          or  compensation  plan  (including but not limited to any stock option
          plan,  pension plan, life insurance plan,  health and accident plan or
          disability  plan) in which the  Executive is  participating  (or plans
          providing substantially similar benefits), the taking of any action by
          the Company which would adversely affect the Executive's participation
          in or  materially  reduce  his  benefits  under  any of such  plans or
          deprive  him of any  material  fringe  benefit  enjoyed by him, or the
          failure by the Company to provide the Executive with the number of PTO
          days to which he is then  entitled  on the  basis of years of  service
          with the Company in accordance with the Company's normal PTO policy in
          effect on the date hereof;

               (v) Any  failure of the Company to obtain the  assumption  of, or
          the  agreement  to  perform,   this  Agreement  by  any  successor  as
          contemplated in Section 17(a) hereof; or

               (vi) Any  purported  termination  of the  Executive's  employment
          which is not effected  pursuant to a notice of termination  satisfying
          the requirements of Section 5(b) above (and, if applicable,  Section 3
          above);  and  for  purposes  of  this  Agreement,  no  such  purported
          termination shall be effective.

          (c)  Termination  without  cause;  resignation  for good  reason.  The
     Company  shall pay the  Executive  and  provide to the  Executive  (and his
     dependents,  where applicable),  the amounts and benefits set forth in this
     Section 5(c) if, during the term of this  Agreement,  either (x) prior to a
     Change of Control, the Executive's  employment is terminated by the Company
     without Cause or the Executive  voluntarily  terminates  his employment for
     Good  Reason,  or (y)  within 24  months  after a Change  of  Control,  the
     Executive's  employment is  terminated by the Company  without Cause or the
     Executive voluntarily terminates his employment for any reason:

               (i) The Company  shall pay the  Executive  in one lump sum within
          ten business days after  termination of his employment an amount equal
          to (i) the sum of his base salary as

                                      -6-

<PAGE>

          provided in Section 4(a) plus the Executive's Bonus Amount (as defined
          below),  Multiplied By (ii) three (3). The Executive's  "Bonus Amount"
          shall be equal to the greater of (x) the  Executive's  average  annual
          incentive bonus earned during the performance period  representing the
          three  calendar  years  immediately  preceding  the  year in  which he
          terminates employment,  or (y) the Executive's target annual incentive
          bonus for the year in which he terminates employment.

               (ii) The Company shall  maintain in full force and effect for the
          continued benefit of the Executive,  for a three-year period after the
          date of his  termination of employment  ("Date of  Termination"),  all
          employee  benefit  plans and  programs  or  arrangements  in which the
          Executive was entitled to participate immediately prior to the Date of
          Termination,  provided  that his continued  participation  is possible
          under the general terms and provisions of such plans and programs.  In
          the  event  that the  Executive's  participation  in any such  plan or
          program is barred,  the Company shall arrange to provide the Executive
          with benefits  substantially  similar to those which he is entitled to
          receive  under  such plans and  programs.  At the end of the period of
          coverage,  the Executive shall have the option to have assigned to him
          at no  cost  and  with  no  apportionment  of  prepaid  premiums,  any
          assignable   insurance  policy  owned  by  the  Company  and  relating
          specifically to him.

               (iii)  The  Executive  shall  be  entitled  to  the  use  of  the
          Automobile  until the earliest to occur of (x) the date the  Executive
          is  employed   elsewhere,   or  (y)  three  years  from  the  Date  of
          Termination;  provided,  however,  that during such time  period,  the
          Executive shall be solely responsible for all expenses incurred in the
          use of the  Automobile,  including  maintaining  insurance of the same
          types and at the same levels as  previously  maintained by the Company
          immediately prior to such termination.

               (iv) All  outstanding  but  unvested  stock  options,  restricted
          stock, SARs, deferred compensation,  and SERP payments shall, upon the
          Date of Termination, be accelerated, fully vested, and exercisable for
          three years after the Date of Termination; Provided, however, that the
          foregoing shall not be construed to cause an "Incentive  Stock Option"
          to fail to meet  the  statutory  requirements  of  Section  422 of the
          Internal Revenue Code of 1986, as amended.  If any option,  restricted
          stock,  SAR, or other  benefit is governed by a plan which  limits the
          acceleration of vesting or extension of exercises rights,  the Company
          shall take all reasonable  action to comply with this subsection (iv),
          and, with respect to any such benefit the Company is unable to provide
          in  accordance  with this  subsection,  the  Company  shall pay to the
          Executive within thirty (30) days after the Date of Termination a lump
          sum amount  equal to the value of such  benefits  as  determined  by a
          third party appraiser acceptable to the Executive.

               (v) The  Company  shall  also pay all  relocation  and  indemnity
          payments  as set  forth  in this  Agreement,  and all  legal  fees and
          expenses  incurred by the

                                      -7-

<PAGE>

          Executive as a result of such termination (including all such fees and
          expenses,  if any,  incurred  in  contesting  or  disputing  any  such
          termination  or in seeking  to obtain or enforce  any right or benefit
          provided by this Agreement).

               (vi) The  Company  shall  provide  outplacement  services  to the
          Executive,  the scope and duration of which shall be at the discretion
          of the Executive.

          "Change of Control" means the occurrence of any of the following:

               (A) The  acquisition by any  individual,  entity or group (within
          the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
          Act of 1934, as amended) (a "Person") of beneficial  ownership (within
          the meaning of Rule 13d-3  promulgated  under the Securities  Exchange
          Act  of  1934,   as  amended)  of  20%  or  more  of  either  (1)  the
          then-outstanding  shares of common stock (the  "Outstanding GSB Common
          Stock")   of  GSB  or  (2)   the   combined   voting   power   of  the
          then-outstanding  voting  securities of GSB entitled to vote generally
          in  the   election  of   directors   (the   "Outstanding   GSB  Voting
          Securities");  Provided,  However, that for purposes of this paragraph
          (A) the following  acquisitions shall not constitute,  or be deemed to
          cause, a Change of Control Event:  (i) any increase in such percentage
          ownership  of a  Person  to 20% or  more  resulting  solely  from  any
          acquisition of shares  directly from GSB or any  acquisition of shares
          by GSB, Provided,  However, that any subsequent acquisitions of shares
          by such Person that would add, in the aggregate,  2% or more (measured
          as of the date of each such  subsequent  acquisition) to such Person's
          beneficial  ownership of  Outstanding  GSB Common Stock or Outstanding
          GSB  Voting  Securities  shall be  deemed  to  constitute  a Change of
          Control Event,  (ii) any acquisition by any employee  benefit plan (or
          related  trust)  sponsored  or  maintained  by GSB or any  corporation
          controlled by GSB; (iii) any acquisition by Ronald O. Perelman, Gerald
          J. Ford or an entity controlled by either or both of them; or (iv) any
          acquisition  by  any  corporation  pursuant  to  a  transaction  which
          complies with clauses (1), (2) and (3) of paragraph (C) below; or

               (B) Individuals who, as of the date hereof,  constitute the Board
          of Directors of GSB (the  "Incumbent  Board")  cease for any reason to
          constitute  at least a  majority  of the  Board of  Directors  of GSB;
          Provided,  However, that any individual becoming a director subsequent
          to the date hereof whose election, or nomination for election by GSB's
          stockholders,  was  approved  by a vote of at least a majority  of the
          directors then  comprising the Incumbent  Board shall be considered as
          though  such  individual  were a member of the  Incumbent  Board,  but
          excluding,  for  this  purpose,  any  such  individual  whose  initial
          assumption  of office  occurs  as a result of an actual or  threatened
          election  contest with respect to the election or removal of directors
          or other actual or threatened  solicitation of proxies or consents, by
          or on behalf of a person other than the Board of Directors of GSB; or

                                      -8-

<PAGE>

               (C) Consummation of a reorganization, merger or consolidation, or
          sale or other disposition of all or substantially all of the assets of
          GSB (a "Business  Combination"),  in each case, unless, following such
          Business Combination,  (1) all or substantially all of the individuals
          and entities who were the beneficial owners, respectively, of the then
          Outstanding GSB Common Stock and  Outstanding  GSB Voting  Securities,
          immediately  prior  to such  Business  Combination  beneficially  own,
          directly  or  indirectly,   more  than  50%  of,   respectively,   the
          then-outstanding  shares of common stock and the combined voting power
          of the  then-outstanding  voting securities entitled to vote generally
          in the election of directors,  as the case may be, of the  corporation
          resulting   from  such  Business   Combination   (including,   without
          limitation,  a corporation  which as a result of such transaction owns
          GSB or all or  substantially  all of GSB's assets  either  directly or
          through  one  or  more   subsidiaries)  in   substantially   the  same
          proportions  as their  ownership,  immediately  prior to such Business
          Combination of the  Outstanding  GSB Common Stock and  Outstanding GSB
          Voting  Securities,  as the case may be, (2) no Person  (excluding any
          corporation  resulting from such Business  Combination or any employee
          benefit  plan  (or  related  trust)  of  GSB  or of  such  corporation
          resulting from such Business Combination)  beneficially owns, directly
          or  indirectly,  20% or more of,  respectively,  the  then-outstanding
          shares of common stock of the corporation resulting from such Business
          Combination  or the  combined  voting  power  of the  then-outstanding
          voting  securities of such corporation  except to the extent that such
          ownership   existed  prior  to  the  Business   Combination   and  (3)
          individuals  who were on the  Incumbent  board cease to  constitute at
          least a  majority  of the  members  of the board of  directors  of the
          corporation  resulting  from  the  Business   Combination;   Provided,
          However,  that any  individual  becoming a director  subsequent to the
          date  hereof  whose  election,  or  nomination  for  election by GSB's
          stockholders,  was  approved  by a vote of at least a majority  of the
          directors then  comprising the Incumbent  Board shall be considered as
          though  such  individual  were a member of the  Incumbent  Board,  but
          excluding,  for  this  purpose,  any  such  individual  whose  initial
          assumption  of office  occurs  as a result of an actual or  threatened
          election  contest with respect to the election or removal of directors
          or other actual or threatened  solicitation of proxies or consents, by
          or on behalf of a person other than the Board of Directors of GSB; or

          Notwithstanding the foregoing, the occurrence of an event described in
          the above paragraphs (A) through (C),  inclusive,  shall not be deemed
          to constitute a Change of Control Event if,  following the  occurrence
          of such event,  Gerald J. Ford  continues to serve as the Chairman and
          Chief  Executive  Officer  of the  Company  (in the case of a Business
          Combination,  of the surviving company in such Business  Combination).
          However, if a Change of Control Event does not occur solely because of
          the  operation  of the  preceding  sentence,  then a Change of Control
          Event shall occur upon the subsequent death or permanent disability of
          Gerald J. Ford.

                                      -9-

<PAGE>

          (d)  Death.  If the  Executive  shall die  before  termination  of his
     employment  hereunder,  the Executive's estate shall be entitled to receive
     continued payments in an amount equal to 60% of the Executive's base salary
     at the time of his death in  accordance  with Section 4(a) above during the
     remaining term of this Agreement (as provided in Section 3 above).

          (e) No Mitigation of Amounts  Payable  Hereunder.  The Executive shall
     not be required to mitigate the amount of any payment  provided for in this
     SECTION 5 by seeking other employment or otherwise, nor shall the amount of
     any payment  provided for in this Section 5 be reduced by any  compensation
     earned by the  Executive as the result of  employment  by another  employer
     after the Date of Termination, or otherwise.

          (f) Limitation On Payments.

               (i) Anything in this  Section 5 to the contrary  notwithstanding,
          in the event it shall be determined  that any payment or  distribution
          made, or benefit provided, by the Company to or for the benefit of the
          Executive  (whether paid or payable or distributed or distributable or
          provided pursuant to the terms hereof or otherwise) would constitute a
          "parachute payment" as defined in Section 280G of the Internal Revenue
          Code of 1986,  as amended (the  "Code"),  then the lump sum  severance
          payment  payable  pursuant to Section 5(c)(i) shall be reduced so that
          the  aggregate  present  value  of  all  payments  in  the  nature  of
          compensation  to (or  for the  benefit  of) the  Executive  which  are
          contingent  on a  change  of  control  (as  defined  in  Code  Section
          280G(b)(2)(A))  is One Dollar  ($1.00)  less than the amount which the
          Executive could receive without being  considered to have received any
          parachute  payment  (the  amount  of this  reduction  in the  lump sum
          severance payment is referred  to herein as the "Excess Amount").  The
          determination of the amount of any reduction  required by this SECTION
          5(f)(i) shall be made by an  independent  accounting  firm (other than
          the Company's independent accounting firm) selected by the Company and
          acceptable  to  the  Executive,   and  such  determination   shall  be
          conclusive and binding on the parties hereto.

               (ii)  Notwithstanding the provisions of Section 5(f)(i), if it is
          established,  pursuant  to a  final  determination  of a  court  or an
          Internal  Revenue  Service  proceeding  which  has  been  finally  and
          conclusively  resolved,  that an Excess  Amount  was  received  by the
          Executive  from the Company,  then such Excess  Amount shall be deemed
          for all  purposes to be a loan to the  Executive  made on the date the
          Executive received the Excess Amount and the Executive shall repay the
          Excess Amount to the Company on demand (but no less than ten (10) days
          after  written  demand is received  by the  Executive)  together  with
          interest on the Excess  Amount at the  "applicable  Federal  rate" (as
          defined  in  Section  1274(d)  of  the  Code)  from  the  date  of the
          Executive's  receipt  of such  Excess  Amount  until  the date of such
          repayment.

                                      -10-

<PAGE>

     6. Termination Under Banking Laws.

          (a) If the  Executive  is  suspended or  temporarily  prohibited  from
     participating  in the conduct of the  Company's  affairs by a notice served
     under Section 8(e)(3) or (g)(1) of the Federal  Deposit  Insurance Act (the
     "FDIA") (12 U.S.C.  '1818 (e)(3) and  (g)(1)),  the  Company's  obligations
     under this  Agreement  shall be suspended as of the date of service of such
     notice  unless  stayed by  appropriate  proceedings.  If the charges in the
     notice  are  dismissed,  the  Company  may in its  discretion  (1)  pay the
     Executive all or part of the  compensation  withheld while its  obligations
     hereunder were  suspended,  and (ii) reinstate (in whole or in part) any of
     its obligations which were suspended.

          (b) If  the  Executive  is  removed  or  permanently  prohibited  from
     participating  in the conduct of the  Company's  affairs by an order issued
     under  Section  8(e)(4)  or (g)(1) of the FDIA (12  U.S.C.  '1818(e)(4)  or
     (g)(1)),  all  obligations  of  the  Company  under  this  Agreement  shall
     terminate as of the effective  date of the order,  but vested rights of the
     contracting parties shall not be affected.

          (c) If the Company is in default (as defined in Section 3(x)(1) of the
     FDIA), all obligations  under this Agreement shall terminate as of the date
     of default, but this SECTION 6(c) shall not affect any vested rights of the
     Company or of the Executive.

          (d)  All  obligations  of the  Company  under  this  Agreement  may be
     terminated,  except to the  extent  determined  that  continuation  of this
     Agreement is necessary  for the  continued  operation of the Company (i) by
     the Director of the Office of Thrift Supervision (the "Director") or his or
     her  designee,  at  the  time  Federal  Deposit  Insurance  Corporation  or
     Resolution Trust Corporation enters into an agreement to provide assistance
     to or on behalf of the Company  under the  authority  contained  in Section
     13(c) of the FDIA; or (ii) by the Director or his or her  designee,  at the
     time the Director or his or her designee  approves a supervisory  merger to
     resolve  problems  related to operations of the Company or when the Company
     is determined by the Director to be in an unsafe or unsound condition.  Any
     rights of the  parties  that have  already  vested,  however,  shall not be
     affected by such action.

     7. CONFIDENTIAL INFORMATION. The Executive recognizes and acknowledges that
he will have access to certain  information  of members of the Company Group (as
defined  below)  and that  such  information  is  confidential  and  constitutes
valuable,  special and unique property of such members of the Company Group. The
Executive shall not at any time, either during or subsequent to the term of this
Agreement,  disclose  to others,  use,  copy or permit to be  copied,  except in
pursuance of his duties for and on behalf of the Company, it successors, assigns
or nominees,  any  Confidential  Information  of any member of the Company Group
(regardless  of whether  developed by the  Executive)  without the prior written
consent of the Company.

     As used herein,  "COMPANY  GROUP"  means the  Company,  and any entity that
directly or indirectly  controls,  is controlled  by, or is under common control
with,  the Company,  and for  purposes of this  definition  "control"  means the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the  management  and policies of such entity,  whether  through the
ownership of voting securities, by contract or otherwise.

     The term  "CONFIDENTIAL  INFORMATION"  with respect to any person means any
secret or confidential  information or know-how and shall include, but shall not
be limited to, the plans,  customers,  costs,  prices, uses, and applications of
products and services,  results of investigations,  studies or experiments owned
or used by such person, and all apparatus,  products,  processes,  compositions,
samples,  formulas,  computer  programs,  computer  hardware  designs,  computer
firmware  designs,  and  servicing,   marketing  or  manufacturing  methods  and
techniques  at any  time  used,  developed,  investigated,  made or sold by such
person,  before  or  during  the term of this  Agreement,  that are not  readily
available to the public or that are maintained as  confidential  by such person.
The Executive shall maintain in confidence any Confidential Information of third
parties  received as a result of his  employment  with the Company in accordance
with  the  Company's   obligations  to  such  third  parties  and  the  policies
established by the Company.

     8. DELIVERY OF DOCUMENTS UPON  TERMINATION.  The Executive shall deliver to
the  Company  or  its  designee  at  the   termination  of  his  employment  all
correspondence,  memoranda, notes, records, drawings,  sketches, plans, customer
lists, product compositions,  and other documents and all copies thereof,  made,
composed or received by the Executive,  solely or jointly with others,  that are
in the Executive's  possession,  custody, or control at termination and that are
related in any  manner to the past,  present,  or  anticipated  business  or any
member of the Company  Group.  In this regard,  the Executive  hereby grants and
conveys  to the  Company  all right,  title and  interest  in and to,  including
without  limitation,  the right to possess,  print,  copy, and sell or otherwise
dispose of, any reports,  records, papers, summaries,  photographs,  drawings or
other documents,  and writings, and copies, abstracts or summaries thereof, that
may be prepared by the  Executive  or under his  direction or that may come into
his  possession  in any way during the term of his  employment  with the Company
that relate in any manner to the past,  present or  anticipated  business of any
member of the Company Group.

                                      -12-
<PAGE>

     9. DISCLOSURE AND RECEIPT OF CONFIDENTIAL INFORMATION.  The Executive shall
not, at any time during his employment, receive from persons not employed by the
Company, any Confidential Information,  as described above, not belonging to the
Company,  unless a valid agreement is authorized by the Company and is signed by
both the Company and by the  disclosing  party.  The Executive  shall not use or
disclose to other  employees  of the  Company,  during his  employment  with the
Company,  Confidential  Information  belonging to his former  employers,  former
business  associates,  or any other third parties unless written  permission has
been given by such third  parties to the Company and  accepted by the Company to
allow the Company to use and/or disclose such  information.  The Executive shall
defend and indemnify the Company Group for any breach of the covenant  contained
in the preceding sentence.

     10.  INTELLECTUAL  PROPERTY.  The  Executive  shall  hold in trust  for the
benefit of the Company,  and shall disclose promptly and fully to the Company in
writing, and hereby assigns, and binds his heirs, executors,  and administrators
to assign, to the Company any and all inventions,  discoveries, ideas, concepts,
improvements,  copyrightable  works, and other developments (the "DEVELOPMENTS")
conceived,  made, discovered or developed by him, solely or jointly with others,
during the term of his  employment by the Company,  whether during or outside of
usual working hours and whether on the Company's premises or not, that relate in
any manner to the past,  present or  anticipated  business  of any member of the
Company  Group.  All works of  authorship  created by the  Executive,  solely or
jointly with others, shall be considered works made for hire under the Copyright
Act of 1976, as amended, and shall be owned entirely by the Company. Any and all
such  Developments  shall be the sole and  exclusive  property  of the  Company,
whether patentable,  copyrightable,  or neither,  and the Executive shall assist
and fully  cooperate  in every  way,  at the  Company's  expense,  in  securing,
maintaining,  and  enforcing,  for the benefit of the  Company or its  designee,
patents,  copyrights  or other types of  proprietary  or  intellectual  property
protection  for such  Developments  in any and all  countries.  Within  one year
following  the end of the  term of  this  Agreement  and  without  limiting  the
generality of the foregoing,  any  Development of the Executive  relating to any
subject  matter  on which  the  Executive  worked  or was  informed  during  his
employment by the Company shall be conclusively  presumed to have been conceived
and made  prior to the  termination  of his  employment  (unless  the  Executive
clearly  proves that such  Development  was  conceived  and made  following  the
termination of his employment),  and shall accordingly belong and be assigned to
the Company and shall be subject to this Agreement.

     11.  FURTHER  ACTS.  At the request of the Company (but without  additional
compensation  from  the  Company  during  his  employment  by the  Company)  the
Executive  shall execute any and all papers and perform all lawful acts that the
Company may deem necessary or  appropriate to further  evidence or carry out the
transactions contemplated in this Agreement including,  without limitation, such
acts  as  may  be  necessary  for  the  preparation,  filing,  prosecution,  and
maintenance of applications for United States letters patent and foreign letters
patent, or for United States and foreign copyright, on the Developments.

                                      -13-
<PAGE>

     12. NO COMPETITION.  Throughout the term of this  Agreement,  the Executive
shall not directly or indirectly engage in the business of banking, or any other
business in which the Company directly or indirectly  engages during the term of
this Agreement; provided, however, that the restriction in this SECTION 12 shall
apply only to the reasonable and limited geographic area consisting of any state
in which  the  Company  directly  or  indirectly  has  offices,  operations,  or
customers,  or otherwise conducts business. For purposes of this SECTION 12, the
Executive  shall be deemed to engage in a business if he directly or indirectly,
engages or invests in, owns, manages, operates,  controls or participates in the
ownership, management, operation or control of, is employed by, associated or in
any manner  connected  with,  or  renders  services  or advice to, any  business
engaged in banking;  PROVIDED,  HOWEVER,  that the  Executive  may invest in the
securities  of  any  enterprise  (but  without  otherwise  participating  in the
activities of such enterprise) if (x) such securities are listed on any national
or regional  securities  exchange or have been registered under Section 12(g) of
the Securities  Exchange Act of 1934 and (y) the Executive does not beneficially
own (as defined in Rule 13d-3 promulgated  under the Securities  Exchange Act of
1934) in excess of 5% of the outstanding capital stock of such enterprise.

     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.

     The Executive  acknowledges that the business of the Company is national in
scope  and 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 business of 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.

     13. NO  TAMPERING.  Throughout  the term of this  Agreement and through the
second  anniversary  of the  expiration  thereof,  the  Executive  shall not (a)
request,  induce or attempt to influence any distributor or supplier of goods or
services  to any member of the Company  Group to curtail or cancel any  business
they may transact with any member of the Company Group;  (b) request,  induce or
attempt to influence  any customers of any member of the Company Group that have
done  business with or potential  customers  which have been in contact with any
member of the Company  Group to curtail or cancel any business they may transact
with any member of the

                                      -14-
<PAGE>

Company  Group;  or (c) request,  induce or attempt to influence any employee of
any member of the Company  Group to terminate  his or her  employment  with such
member of the Company Group.

     14.  PUBLICITY AND  ADVERTISING.  The Executive agrees that the Company may
use his name,  picture,  or likeness for any  advertising,  publicity,  or other
business  purpose at any time,  during the term of this Agreement by the Company
and may continue to use materials  generated  during the term of this  Agreement
for a  period  of six  months  thereafter.  Such  use of the  Executive's  name,
picture,  or  likeness  shall not be deemed  to  result in any  invasion  of the
Executive's  privacy or in a violation of any property  right the  Executive may
have; and the Executive shall receive no additional  consideration  if his name,
picture or likeness is so used. The Executive further agrees that any negatives,
prints or other  material  for  printing or  reproduction  purposes  prepared in
connection with the use of his name, picture or likeness by the Company shall be
and are the sole property of the Company.

     15.  REMEDIES.  The  Executive  acknowledges  that a remedy  at law for any
breach or  attempted  breach of the  Executive's  obligations  under  SECTIONS 7
THROUGH  14 may be  inadequate,  agrees  that the  Company  may be  entitled  to
specific  performance and injunctive and other equitable remedies in case of any
such breach or attempted breach, and further agrees to waive any requirement for
the securing or posting of any bond in connection with the obtaining of any such
injunctive or other equitable relief. The Company shall have the right to offset
against  amounts to be paid to the  Executive  pursuant to the terms  hereof any
amounts from time to time owing by the Executive to the Company. The termination
of this Agreement  pursuant to SECTION 3, 5(a) OR 5(b) shall not be deemed to be
a waiver by the Company of any breach by the Executive of this  Agreement or any
other obligation owed the Company,  and  notwithstanding  such a termination the
Executive shall be liable for all damages attributable to such a breach.

     16. DISPUTE  RESOLUTION.  Subject to the Company's right to seek injunctive
relief in court as  provided  in  SECTION  15 of this  Agreement,  any  dispute,
controversy or claim arising out of or in relation to or in connection with this
Agreement,  including  without  limitation  any dispute as to the  construction,
validity,  interpretation,  enforceability or breach of this Agreement, shall be
exclusively and finally  settled by  arbitration,  and any party may submit such
dispute,  controversy or claim, including a claim for indemnification under this
SECTION 16, to arbitration.

          (a) ARBITRATORS.  The arbitration shall be heard and determined by one
     arbitrator,  who shall be  impartial  and who shall be  selected  by mutual
     agreement of the parties;  PROVIDED,  HOWEVER, that if the dispute involves
     more than $2,000,000, then the arbitration shall be heard and determined by
     three (3)  arbitrators.  If three (3) arbitrators are necessary as provided
     above,  then (i) each side shall appoint an arbitrator of its choice within
     thirty (30) days of the submission of a notice of arbitration  and (ii) the
     party-appointed arbitrators shall in turn appoint a presiding arbitrator of
     the tribunal  within thirty (30) days following the appointment of the last
     party-appointed arbitrator. If (x) the parties cannot agree on the

                                      -15-
<PAGE>

     sole  arbitrator,  (y) one party  refuses  to appoint  its  party-appointed
     arbitrator  within said  thirty (30) day period or (z) the  party-appointed
     arbitrators  cannot  reach  agreement  on a  presiding  arbitrator  of  the
     tribunal,  then the  appointing  authority for the  implementation  of such
     procedure shall be the Senior United States District Judge for the Northern
     District of Texas, who shall appoint an independent arbitrator who does not
     have any financial  interest in the dispute,  controversy or claim.  If the
     Senior  United  States  District  Judge for the Northern  District of Texas
     refuses or fails to act as the appointing authority within ninety (90) days
     after being requested to do so, then the appointing  authority shall be the
     Chief Executive Officer of the American Arbitration Association,  who shall
     appoint an independent  arbitrator who does not have any financial interest
     in the  dispute,  controversy  or claim.  All  decisions  and awards by the
     arbitration tribunal shall be made by majority vote.

          (b) PROCEEDINGS.  Unless otherwise  expressly agreed in writing by the
     parties to the arbitration proceedings:

               (i) The arbitration  proceedings shall be held in Dallas,  Texas,
          at a site chosen by mutual agreement of the parties, or if the parties
          cannot reach  agreement on a location  within  thirty (30) days of the
          appointment  of the  last  arbitrator,  then at a site  chosen  by the
          arbitrator(s);

               (ii) The  arbitrator(s)  shall be and remain at all times  wholly
          independent and impartial;

               (iii)  The   arbitration   proceedings   shall  be  conducted  in
          accordance  with the  Commercial  Arbitration  Rules  of the  American
          Arbitration Association, as amended from time to time;

               (iv) Any  procedural  issues not  determined  under the  arbitral
          rules selected pursuant to item (iii) above shall be determined by the
          law of the place of  arbitration,  other than  those laws which  would
          refer the matter to another jurisdiction;

               (v)  The  costs  of  the   arbitration   proceedings   (including
          attorneys' fees and costs) shall be borne in the manner  determined by
          the arbitrator(s);

               (vi)  The  decision  of the  arbitrator(s)  shall be  reduced  to
          writing;  final and binding without the right of appeal;  the sole and
          exclusive  remedy  regarding  any  claims,  counterclaims,  issues  or
          accounting  presented to the arbitrator(s);  made and promptly paid in
          United States  dollars free of any deduction or offset;  and any costs
          or fees incident to enforcing the award shall,  to the maximum  extent
          permitted  by  law,  be  charged  against  the  party  resisting  such
          enforcement;

                                      -16-
<PAGE>

               (vii)  The  award  shall  include  interest  from the date of any
          breach or violation of this  Agreement,  as determined by the arbitral
          award,  and from the date of the award  until paid in full,  at 6% per
          annum; and

               (viii) Judgment upon the award may be entered in any court having
          jurisdiction  over the  person or the  assets  of the party  owing the
          judgment  or  application  may be made to such  court  for a  judicial
          acceptance of the award and an order of  enforcement,  as the case may
          be.

          (c) ACKNOWLEDGMENT OF PARTIES.  Each party acknowledges that he or she
     or  it  has  voluntarily  and  knowingly   entered  into  an  agreement  to
     arbitration under this Section by executing this Agreement.

     17. MISCELLANEOUS PROVISIONS.

          (a) SUCCESSORS OF THE COMPANY.  The Company will require any successor
     (whether  direct  or  indirect,  by  purchase,  merger,   consolidation  or
     otherwise) to all or substantially all of the business and/or assets of the
     Company, by agreement in form and substance  satisfactory to the Executive,
     expressly to assume and agree to perform this  Agreement in the same manner
     and to the same extent that the Company  would be required to perform it if
     no such  succession had taken place.  Failure of the Company to obtain such
     agreement  prior to the  effectiveness  of any such  succession  shall be a
     breach of this  Agreement and shall  entitle the Executive to  compensation
     from the Company in the same amount and on the same terms as the  Executive
     would be entitled hereunder if the Executive  terminated his employment for
     Good Reason,  except that for purposes of implementing  the foregoing,  the
     date on which any such  succession  becomes  effective  shall be deemed the
     Date of Termination.  As used in this  Agreement,  "COMPANY" shall mean the
     Company as  hereinbefore  defined and any successor to its business  and/or
     assets as aforesaid which executes and delivers the agreement  provided for
     in this SECTION 17 or which  otherwise  becomes  bound by all the terms and
     provisions of this Agreement by operation of law.

          (b) EXECUTIVE'S HEIRS, ETC. The Executive may not assign his rights or
     delegate his duties or obligations hereunder without the written consent of
     the  Company.  This  Agreement  shall  inure  to  the  benefit  of  and  be
     enforceable  by  the   Executive's   personal  or  legal   representatives,
     executors,  administrators,  successors, heirs, distributees,  devisees and
     legatees.  If the  Executive  should die while any  amounts  would still be
     payable to him hereunder as if he had continued to live,  all such amounts,
     unless other provided herein, shall be paid in accordance with the terms of
     this  Agreement to his designee  or, if there be no such  designee,  to his
     estate.

                                      -17-
<PAGE>

          (c) NOTICE. For the purposes of this Agreement,  notices and all other
     communications  provide for in this Agreement shall be in writing and shall
     be deemed to have been duly given when delivered or mailed by United States
     registered or certified mail,  return receipt  requested,  postage prepaid,
     addressed to the  respective  addresses set forth on the first page of this
     Agreement,  provided  that all notices to the Company  shall be directed to
     the attention of the Chief Executive  Officer of the Company with a copy to
     the  Secretary  of the Company,  or to such other in writing in  accordance
     herewith,  except that notices of change of address shall be effective only
     upon receipt.

          (d)  AMENDMENT;  WAIVER.  No  provisions  of  this  Agreement  may  be
     modified,  waived  or  discharged  unless  such  waiver,   modification  or
     discharge is agreed to in writing  signed by the Executive and such officer
     as may be specifically  designated by the Board of Directors of the Company
     (which shall in any event include the Company's Chief  Executive  Officer).
     No  waiver by either  party  hereto at any time of any  breach by the other
     party hereto of, or  compliance  with,  any  condition or provision of this
     Agreement  to be  performed by such other party shall be deemed a waiver of
     similar or dissimilar  provisions or conditions at the same or at any prior
     or subsequent  time. No agreements or  representations,  oral or otherwise,
     express or implied,  with  respect to the subject  matter  hereof have been
     made by either party which are not set forth expressly in this Agreement.

          (e)  INVALID PROVISIONS.  Should  any  portion of this  Agreement  be
     adjudged or held to be invalid,  unenforceable  or void, such holding shall
     not have the  effect of  invalidating  or  voiding  the  remainder  of this
     Agreement  and the parties  hereby agree that the portion so held  invalid,
     unenforceable  or void shall, if possible,  be deemed amended or reduced in
     scope,  or otherwise be stricken from this Agreement to the extent required
     for the purposes of validity and enforcement thereof.

          (f)  SURVIVAL  OF  THE   EXECUTIVE'S   OBLIGATIONS.   The  Executive's
     obligations  under this Agreement  shall survive  regardless of whether the
     Executive's  employment  by  the  Company  is  terminated,  voluntarily  or
     involuntarily, by the Company or the Executive, with or without Cause.

          (g)  COUNTERPARTS.  This  Agreement  may be  executed  in one or  more
     counterparts,  each of which shall be deemed to be an  original  but all of
     which together will constitute one and the same instrument.

          (h) GOVERNING LAW. This  Agreement  shall be governed by and construed
     under the laws of the State of Texas.

                                      -18-
<PAGE>

          (i)  CAPTIONS  AND GENDER.  The use of captions  and Section  headings
     herein  is for  purposes  of  convenience  only and shall  not  affect  the
     interpretation or substance of any provisions contained herein.  Similarly,
     the use of the masculine  gender with respect to pronouns in this Agreement
     is for  purposes  of  convenience  and  includes  either  sex  who may be a
     signatory.


     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
17th day of December, 1999.

                         CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK

                         By:    /s/ Gerald J. Ford
                         Name:  Gerald J. Ford
                         Title: Chairman and Chief Executive Officer


                         JAMES R. STAFF


                                /s/ James R. Staff