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                              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 CARL B.  WEBB,  II (the
"Executive"),  having a mailing  address at  135 Main  Street,  20th Floor,  San
Francisco, California 94105.

                                 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 as of  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.

     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
President and Chief  Operating  Officer of a bank.  The  Executive  shall report
directly to the Chief Executive Officer of the Company.  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 San Francisco,  California, subject to reasonable travel requirements
on behalf of the Company.

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     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 Date") 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  $1,000,000  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).

          (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

                                       2

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     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.  The  Company  shall also
     provide  Executive  with  comparable  automobiles  in Dallas  and  southern
     California on the same terms.

          (h) Clubs. The Company will reimburse the Executive, upon presentation
     of  proper  expense  statements,  for all  reasonable  initiation  fees and
     periodic  dues for  memberships  in golf,  country,  or social clubs 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 $2,400,000 (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) 2.4. 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 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.

                                       3

<PAGE>

          (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) Use of Corporate Aircraft. The Company shall provide the Executive
     with the use of a private corporate aircraft for his use.

          (m) 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  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.

                                       4

<PAGE>

          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;

               (iii) The Company's  requiring the Executive to be based anywhere
          other than San Francisco,  California,  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;

                                       5

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               (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 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

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          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) Purchase of Residence. If the Executive is unable to sell his
          residence in the San Francisco,  California  metropolitan  area within
          ninety (90) days after the Date of  Termination at a sales price which
          provides  the  Executive  with net proceeds  (before  repayment of any
          mortgage)  at  least  equal  to  his  aggregate   investment  in  such
          residence, the Company shall, at the Executive's election,  either (A)
          purchase  such  residence  from the  Executive at a price equal to the
          Executive's  aggregate investment in such residence,  or (B) indemnify
          the Executive against any loss (defined as the difference  between the
          actual  net sale  price of such  residence  and the  higher of (X) his
          aggregate investment in such residence of (Y) 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 such residence.

               (vi) 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  Executive  as a result of such  termination
          (including all such fees and expenses,  if

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          any,  incurred in contesting or disputing any such  termination  or in
          seeking to obtain or enforce  any right or  benefit  provided  by this
          Agreement).

               (vii) 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

               (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

                                       8

<PAGE>

          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.

          (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).

                                       9

<PAGE>

          (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) Limitations 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 hat
          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.

     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

                                       10

<PAGE>

     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

                                       11

<PAGE>

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.

     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

                                       12

<PAGE>

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.

     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

                                       13

<PAGE>

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  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

                                       14

<PAGE>

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 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);

                                       15

<PAGE>

               (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;

               (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

                                       16

<PAGE>

     be paid in accordance  with the terms of this Agreement to his designee or,
     if there be no such designee, to his estate.

          (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.

          (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

                                       17

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     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


                                 CARL B. WEBB, II


                                          /s/ Carl B. Webb, II
                                 -----------------------------------------------

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