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                 CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK
                           1998 CHANGE OF CONTROL PLAN


                                    ARTICLE I
                                     PURPOSE

     The purpose of the Plan is to recognize  the  contributions  to the success
and  profitability  of  CALIFORNIA  FEDERAL  BANK,  A FEDERAL  SAVINGS BANK (the
"Bank")  provided by officers of the Bank through the payment of certain  future
compensation (as described  herein) that will  (a) increase the interest of such
officers in the Bank's  welfare and (b) furnish an incentive to such officers to
continue their services for the Bank.  This Plan shall be  interpreted,  for all
purposes,  in a manner  that  will  effectuate  the  purposes,  objectives,  and
intentions  set  forth in this  Article.  The  substance  of this  Plan has been
adopted by the Compensation Committee of the Board of Directors of the Bank.

                                   ARTICLE II
                                   DEFINITIONS

     For  purposes of this Plan,  unless the  context  requires  otherwise,  the
following terms shall have the meanings indicated:

     "Bank" means California Federal Bank, A Federal Savings Bank.

     "Bank Board" means the Board of Directors of the Bank.

     "Business Combination"  shall  have  the  meaning  set  forth  within  the
definition of "Change of Control."

     "Cause"  shall mean gross  neglect by a  Participant  of the  Participant's
duties to the Bank,  conviction of the Participant of any felony,  conviction of
the  Participant  of any lesser crime or offense  involving  the property of the
Bank  or  any of its  subsidiaries  or  affiliates,  willful  misconduct  by the
Participant in connection  with the  performance of any material  portion of the
Participant's  duties to the Bank,  breach by the  Participant  of any  material
provision of the Bank's employment policies including the Code of Ethics, or any
other conduct on the part of the Participant  which would make the Participant's
continued employment by the Bank materially prejudicial to the best interests of
the Bank. "Cause" also shall include the bases set forth in the provisions of 12
C.F.R.  Section  563.39(b)(1) or successor  regulation defining  termination for
cause in employment agreements for employees of a savings association.

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     "Change of Control Event" 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
Company Common  Stock") of Golden State Bancorp Inc. (the  "Company") or (2) the
combined voting power of the  then-outstanding  voting securities of the Company
entitled to vote  generally  in the  election  of  directors  (the  "Outstanding
Company  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 the Company or any acquisition of shares by the Company, 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
Company Common Stock or Outstanding Company 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 the Company or any
corporation  controlled  by the  Company;  (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 the  Company  (the  "Incumbent Board")  cease  for any  reason to
constitute  at least a  majority  of the  Board  of  Directors  of the  Company;
PROVIDED, HOWEVER,  that any individual  becoming a director  subsequent to the
date  hereof  whose  election,  or  nomination  for  election  by the  Company'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 the
Company; or

     (c)  Consummation of a  reorganization,  merger or consolidation or sale or
other  disposition of all or  substantially  all of the assets of the Company (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 Company Common
Stock and  Outstanding  Company  Voting  Securities,  immediately  prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then-

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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 the Company or all or substantially  all of the Company'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  Company Common Stock and  Outstanding  Company
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 the  Company  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 the
Company'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 the
Company; 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) Approval by the  stockholders of the Company of a complete  liquidation
or dissolution of the Company.

"Code" shall have the meaning set forth in Section 6.13.

"Committee" shall have the meaning set forth in Article III.

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     "Company" shall have the meaning set forth within the definition of "Change
of Control."

     "Disability"  shall mean that a  Participant  has  suffered  a physical  or
mental disability, whether total or partial, such that the Participant is unable
to  perform  the  Participant's  services  to the bank  for (i) a period  of six
consecutive months or (ii) for shorter periods aggregating six months during any
twelve month period.

     "Excess Amount" shall have the meaning set forth in Section 6.13.

     "Incumbent Board" shall have the meaning set forth within the definition of
"Change of Control."

     "Outstanding  Company Common Stock" shall have the meaning set forth within
the definition of "Change of Control."

     "Outstanding  Company Voting  Securities"  shall have the meaning set forth
within the definition of "Change of Control."

     "Participant" shall have the meaning set forth in Article IV.

     "Payment  Date" shall mean the earlier to occur of (a) the date of a Change
of Control Event or (b) December 31, 2002.

     "Person"  shall have the meaning set forth within the definition of "Change
of Control."

     "Plan" means this  California  Federal Bank, A Federal  Savings Bank,  1998
Change of Control Plan, as amended from time to time.

     "Plan Payment" shall mean for a Participant  the product of (a) 125% of the
Participant's  base salary as of December  31,  1998,  as set forth on Exhibit A
hereto  opposite such  Participant's  name under the heading "Base Award Amount"
multiplied by (b)such Participant's Vested Percentage as of the Payment Date.

     "Service Period" shall have the meaning set forth in Section 5.2.

     "Vested Percentage" means the quotient of the Participant's  Service Period
divided by 60.

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                                   ARTICLE III
                                 ADMINISTRATION

     The Plan shall be  administered by the  Compensation  Committee of the Bank
Board (the "Committee").  Without limitation, the Committee shall: (i) interpret
the Plan; (ii) prescribe, amend, and rescind any rules and regulations necessary
or  appropriate  for the  administration  of the Plan; and (iii) make such other
determinations  and take such other action as it deems  necessary or  advisable.
Any  interpretation,  determination,  or  other  action  made  or  taken  by the
Committee shall be final, binding, and conclusive on all interested parties.

                                   ARTICLE IV
                                  PARTICIPANTS

     The Board has  selected  the  individuals  listed  on  Exhibit A  to be the
Participants in the Plan.  "Participant"  shall mean the  individuals  listed on
Exhibit A hereto;  provided,  however, that an officer whose employment with the
Bank is  terminated  by the Bank for  Cause or by the  Participant  for a reason
other than death or  Disability,  shall  cease to be a  "Participant"  hereunder
simultaneously  with such  termination.  A Participant whose employment with the
Bank is  terminated  by the  Bank  for a  reason  other  than  for  Cause or who
terminates his or her employment due to Disability shall nonetheless continue to
be a  Participant  hereunder.  If a  Participant's  employment  with the Bank is
terminated  due to the  Participant's  death,  then the  person or  entity  that
succeeds  to the  Participant's  interest  under the Plan shall be  entitled  to
receive  any Plan  Payment  which the  Participant  would have  received  if the
Participant had been employed by the Bank on the Payment Date.

                                    ARTICLE V
                                  PLAN PAYMENTS

     5.1 Payment of Plan  Payments.  On the Payment Date,  the Bank shall make a
Plan  Payment  to each  person  who then is a  Participant  in the Plan and,  if
applicable,   to  the  person  or  entity  that  has  succeeded  to  a  deceased
Participant's  interest  under the  Plan.  Plan  Payments  shall be paid by Bank
check,  which need not be a certified check or a cashier's check. The Bank shall
deduct or withhold from any Plan Payment made  hereunder all federal,  state and
local income taxes, Social Security,  FICA, FUTA and other amounts that the Bank
determines are required by law to be withheld.  Simultaneously  with or prior to
the payment of the Plan Payments,  the President and Chief Operating  Officer or
other  appropriate  officer of the Bank  shall  deliver  to each  Participant  a
written notice setting forth the calculation of such Participant's Plan Payment.

     5.2 Service Period.  Set forth opposite each initial  Participant's name on
Exhibit A hereto  under the  heading  "First  Month of Service" is the month and
year during which the  Participant  entered  into his or her current  employment
relationship  with the  Bank  (as  owned  by  First  Nationwide  Holdings  Inc.,
effective  January 3, 1997) or First Madison Bank,  FSB; First

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Gibraltar Bank, FSB; or First  Nationwide Bank, A Federal Savings Bank (as owned
by First Nationwide  Holdings Inc.,  effective October 1, 1994). For purposes of
determining  a  Participant's  Vested  Percentage,  the  Participant's  "Service
Period"  shall be the total number of months  beginning  with the  Participant's
First Month of Service and ending  with the last day of the month  during  which
the Payment Date occurs  (inclusive);  provided,  however,  the maximum possible
Service Period for purposes of such determination shall be 60 months.

                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

     6.1  Non-Assignability.  A Participant's right to a Plan Payment may not be
transferred  or  assigned  other  than  by will or by the  laws of  descent  and
distribution, in all cases subject to the terms and provisions hereof.

     6.2 No Right To Continue In  Employment.  Nothing in the Plan  confers upon
any employee the right to continue in the employ of the Bank or interferes  with
or restricts  in any way the right of the Bank to discharge  any employee at any
time (subject to any contractual rights of such employee).

     6.3 Indemnification Of Board and Committee.  No member of the Bank Board or
the  Committee,  nor any officer or employee of the Bank acting on behalf of the
Bank  Board  or   Committee   shall  be   personally   liable  for  any  action,
determination, or interpretation taken or made in good faith with respect to the
Plan,  and all members of the Bank Board or the  Committee  and each  officer or
employee of the Bank acting on their behalf  shall,  to the extent  permitted by
law,  be fully  indemnified  and  protected  by the Bank in  respect of any such
action, determination or interpretation.

     6.4 Plan Funding.  The Plan shall at all times be entirely  unfunded and no
provision  shall at any time be made with respect to  segregating  assets of the
Bank for payment of any amounts  hereunder.  No  Participant or any other person
shall have any  interest in any  particular  assets of the Bank by reason of the
right to receive a Plan Payment under the Plan. Participants shall have only the
rights  of a  general  unsecured  creditor  of the Bank and only at such time or
times when such rights may arise in accordance with the terms hereof.

     6.5 Governing Law. This Plan shall be construed in accordance with the laws
of the State of California and the rights and  obligations  created hereby shall
be governed by the laws of the State of California.

     6.6  Binding  Effect.  This  Plan  shall be  binding  upon and inure to the
benefit of the Bank, its successors and assigns, and the Participants, and their
respective heirs and personal representatives.

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     6.7  Construction  of  Plan.  The  captions  used  in  this  Plan  are  for
convenience only and shall not be construed in interpreting  the Plan.  Whenever
the context so requires,  the  masculine  shall include the feminine and neuter,
and the singular shall also include the plural, and conversely.

     6.8  Integrated   Plan.  This  Plan  constitutes  the  final  and  complete
expression of the Bank's agreement with respect to the subject matter hereof.

     6.9 Effective  Date and  Termination  Date.  The effective date of the Plan
shall be  December 31,  1998.  The  Termination  Date of this Plan  shall be the
earlier to occur of (i) the date on which the Bank Board determines to terminate
the Plan pursuant to Section 6.11 or (ii) the Payment Date.

     6.10 Compliance with Other Laws and Regulations.  The Bank Board may obtain
such agreements or undertakings, if any, as the Bank Board may deem necessary or
advisable to assure  compliance  with any law or regulation of any  governmental
authority or any national securities exchange or other forum in which the Bank's
common stock is traded. The Plan and any Plan Payment hereunder shall be subject
to all  applicable  federal and state laws,  rules and  regulations  and to such
approvals by any government or regulatory agency as may be required.

     6.11  Amendment;  Termination.  The Bank  Board  may  terminate  the  Plan;
provided, however, that on the effective date of such termination the Bank shall
pay to each  Participant  (and, if applicable,  to the person or entity that has
succeeded to a deceased  Participant's  interest  under the Plan) the amount set
forth on Exhibit A  hereto  opposite such  Participant's  name under the heading
"Base Award Amount," without regard to such  Participant's  Vested Percentage or
Service  Period.  The Bank Board may amend this Plan  without the consent of the
Participants  if such  amendment  will not  reduce  the amount to be paid to any
Participant  or  otherwise  materially  affect  the  rights or  benefits  of any
Participant.  Notwithstanding the foregoing,  the Bank Board may amend this Plan
to delete Section 6.13 without obtaining the consent of the Participants.

     6.12 Plan Subject to Applicable  Law. Any payments made to any  Participant
pursuant to this Plan, or otherwise,  are subject to and conditioned  upon their
compliance  with 12  U.S.C.  Section  1828(k)  and any  regulations  promulgated
thereunder.

     6.13 Limitation on Payments.

          (a)  Notwithstanding  anything  in this Plan to the  contrary,  in the
     event it shall be  determined  that any payment or  distribution  made,  or
     benefit  provided,  by the Bank or the Company to or for the benefit of any
     Participant  (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 Plan Payment payable pursuant to
     such  Participant  pursuant  to this  Plan  shall  be  reduced  so that the
     aggregate  present value of all

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     payments  in the nature of  compensation  to (or for the  benefit  of) such
     Participant 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
     such  Participant  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 shall
     be made by an independent  accounting firm selected by the Bank Board,  and
     such determination shall be conclusive and binding on such Participant.

          (b)  Notwithstanding the provisions of item (a) of this Section, 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  hereunder by a  Participant,
     then such Excess  Amount  shall be deemed for all  purposes to be a loan to
     such  Participant  made on the date the  Participant  received  the  Excess
     Amount and such  Participant  shall repay the Excess  Amount to the Bank on
     demand (but no less than ten (10) days after written  demand is received by
     such  Participant)  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 Participant's  receipt of such Excess Amount until the date
     of such repayment.

     IN  WITNESS  WHEREOF,  this  Plan has been  executed  as of the 25th day of
March, 1999.


                                       CALIFORNIA FEDERAL BANK
                                       A FEDERAL SAVINGS BANK




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

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