First Nationwide Parent Holdings Inc Watch

from 10-Q ~50 pages Purchase and Sale Agreement

from 10-K ~10 pages Deferred Executive Compensation Plan

from 10-K 1 page <page> Amendment to Consulting Agreement First Amendment Dated December 17, 1997 to Consulting Agreement, Dated as of October 1, 1994, Between First Gibraltar (Parent) Holdings Inc. (Now Known as Trans Network Insurance Services Inc.) and Gerald J. Ford (The "Consultant"). Whereas, the Parties Entered Into a Consulting Agreement Dated as of October 1, 1994 (The "Consulting Agreement"); and Whereas, Trans Network Insurance Services Inc. Has Heretofor Transferred and Assigned All of Its Rights and Obligations Under the Consulting Agreement to First Nationwide Management Corp.; and Whereas, the Parties Wish to Make Certain Amendments to the Employment Agreement. Now Therefore, the Parties Agree as Follows: 1. Section 3 Is Hereby Amended by Deleting "October 1, 1994 Through December 31, 1997" and Inserting in Lieu Thereof "January 1, 1998 Through December 31, 2000". 2. Section 4(a) Is Hereby Amended by Deleting Clause (Ii)(a), (B) and (C) Thereof and Inserting in Lieu Thereof the Following: "(II) for the Three Calendar Years Beginning January 1, 1998 an Annual Consulting Fee as Follows: (A) $2,000,000 for the Year Ended December 31, 1998, (B) $2,200,000 for the Year Ended December 31, 1999 and (C) $2,400,000 for the Year Ended December 31, 2000 (Or for Any Year Such Greater Amount as May Be Approved by the Company's Board of Directors From Time to Time)." 4. the Parties Agree That Expect as Expressly <page> Amended Hereby, the Agreement as Amended Hereby Shall Be in Full Force and Effect. in Witness Whereof, the Parties Have Executed This Agreement as of the Date First Above Written. First Nationwide Management Corp. By: /S/ Barry F. Schwartz Barry F. Schwartz Executive Vice President /S/ Gerald J. Ford Gerald J. Ford 2

from 10-K 1 page Amendment to Employment Agreement

from 10-K ~10 pages Employment Agreement

from 10-K ~10 pages Employment Agreement

from 10-K ~10 pages Employment Agreement

from 10-K 1 page <page> Amendment to Employment Agreement First Amendment Dated December 17, 1997 to Employment Agreement, Dated as of October 1, 1994, Between California Federal Bank, a Federal Savings Bank (Formerly Known as First Nationwide Bank, a Federal Savings Bank) (The "Company") and Gerald J. Ford (The "Executive"). Whereas, the Parties Entered Into an Employment Agreement Dated as of October 1, 1994 (The "Employment Agreement"); and Whereas, the Parties Wish to Make Certain Amendments to the Employment Agreement. Now Therefore, the Parties Agree as Follows: 1. Section 3 Is Hereby Amended by Deleting "October 1, 1994 Through December 31, 1997" and Inserting in Lieu Thereof "January 1, 1998 Through December 31, 2000". 2. Section 4(a) Is Hereby Amended by Deleting the Number "$750,000" and Inserting in Lieu Thereof "$1,000,000". 3. Section 4(e) Is Hereby Amended in Its Entirety by Deleting the Text and Inserting in Lieu Thereof the Following: "(E) Paid Time Off. During the Term, the Executive Shall Be Entitled to Paid Time Off ("Pto") of Five Weeks Taken in Accordance With the Pto Policy of the Company During Each Year of the Term." <page> 4. the Parties Agree That Except as Expressly Amended Hereby, the Agreement as Amended Hereby Shall Be in Full Force and Effect. in Witness Whereof, the Parties Have Executed This Agreement as of the Date First Above Written. California Federal Bank, a Federal Savings Bank By: /S/ Carl B. Webb Carl B. Webb II President and Chief Operating Officer /S/ Gerald J. Ford Gerald J. Ford

from 10-K 1 page Special Bonus Agreement