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                    AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered
into as the 10th day of July, 1997, by and between First Nationwide Mortgage
Corporation (the "Company") and Walter C. Klein Jr. (the "Employee").

     The Company presently employs the Empolyee pursuant to that Employment
Agreement between the parties dated as of January 8, 1997 (the "Agreement").
The Company and Executive desire to amend certain provisions of the Agreement
to address Employee's participation in the Deferred Executive Compensation
Plan (the "Plan") of California Federal Bank, A Federal Savings Bank (the
"Bank").

     Accordingly, pursuant to the provisions of Section X of the Agreement,
the Company and the Employee agree as follows:

1. AMENDMENTS

The following Section II, F. is added to the Agreement:

     F. PARTICIPATION IN DEFERRED EXECUTIVE COMPENSATION PLAN

        (i)   Notwithstanding anything in the Agreement to the contrary, during
              such periods that the Employee is a Participant in the Plan
              (as defined therein), Employee shall not be entitled to receive
              bonus payments as described in Section II, A, (ii)-(iii) of this
              Agreement.

        (ii)  Notwithstanding anything in the Agreement to the contrary, should
              the Employee be a Participant in the Plan at the time of the 
              occurrence of either a Change in Control of the Bank (as defined
              in the Plan) or an FNMC Transaction (as defined in the Plan),
              then Employee shall receive, in place and instead of the "Sale
              Guarantee" payment (described in Section II, B), a payment in
              an amount, which, when added to such amounts paid to the
              Employee upon the Change of Control of the Bank or FNMC 
              Transaction, as the case might be (including any severance
              payment and payments under the Plan), shall equal three times
              the Employee's prior year's compensation.

        (iii) Nothing in this Agreement shall be deemed to require that the
              Board of Directors of the Bank maintain Employee's continued
              participation in the Plan during the term of this Agreement.
              Further, Employee understands and agrees that he may not elect
              to terminate his participation in the Plan.


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2. NO OTHER AMENDMENTS

The balance of the provisions of the Agreement is not modified by this
Amendment and shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.


                                        FIRST NATIONWIDE MORTGAGE
     CORPORATION


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


                                           /s/ Walter C. Klein, Jr.
                                           ------------------------------------
                                           WALTER C. KLEIN, JR.


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