Golden State Bancorp Inc Watch

from 10-K 1 page Amendment No. 2 to the Agreement for Provision of Services This Amendment No. 2 to the Agreement for Provision of Services (The "Amendment") Is Entered Into as of December 2, 2001, by and Between Mafco Holdings Inc., a Delaware Corporation ("Mafco") and Golden State Bancorp Inc. ("Gsb"), a Delaware Corporation, in Reference to the Following Facts and Understandings: Whereas, Gsb and Its Subsidiaries Have Continuously Benefited From Certain Services Provided by Mafco for the Benefit of Gsb and Its Subsidiaries Pursuant to the Agreement for Provision of Services Dated as of January 1, 1999 (The "Agreement"). Whereas, Gsb and Mafco Desire to Extend the Term of the Agreement Through December 31, 2002. Now Therefore, in Consideration of the Foregoing, and of Their Mutual Covenants Herein, and Intending to Be Legally Bound Thereby, the Parties Agree as Follows: 1. Term of Agreement. the Term of the Agreement Shall Be Extended Through and Including December 31, 2002. 2. Full Force and Effect. Except as Specifically Amended by This Amendment, All Other Terms and Conditions of the Agreement Shall Remain in Full Force and Effect. in Witness Whereof, the Parties Have Executed This Amendment by Their Duly Authorized Officers Effective on the Date First Written Above. Mafco Holdings Inc., Golden State Bancorp Inc., a Delaware Corporation a Delaware Corporation By: /S/ Glenn P. Dickes By: /S/ Eric K. Kawamura Glenn P. Dickes Eric K. Kawamura Senior Vice President Senior Vice President

from 10-K 1 page Amendment No. 1 to the Agreement for Provision of Services This Amendment No. 1 to the Agreement for Provision of Services (The "Amendment") Is Entered Into as of January 1, 2000, by and Between Mafco Holdings Inc., a Delaware Corporation ("Mafco") and Golden State Bancorp Inc. ("Gsb"), a Delaware Corporation, in Reference to the Following Facts and Understandings: Whereas, Gsb and Its Subsidiaries Have Continuously Benefited From Certain Services Provided by Mafco for the Benefit of Gsb and Its Subsidiaries Pursuant to the Agreement for Provision of Services Dated as of January 1, 1999 (The "Agreement"). Whereas, Gsb and Mafco Desire to Extend the Term of the Agreement Through December 31, 2001. Now Therefore, in Consideration of the Foregoing, and of Their Mutual Covenants Herein, and Intending to Be Legally Bound Thereby, the Parties Agree as Follows: 1. Term of Agreement. the Term of the Agreement Shall Be Extended Through and Including December 31, 2001. 2. Full Force and Effect. Except as Specifically Amended by This Amendment, All Other Terms and Conditions of the Agreement Shall Remain in Full Force and Effect. in Witness Whereof, the Parties Have Executed This Amendment by Their Duly Authorized Officers Effective on the Date First Written Above. Mafco Holdings Inc., Golden State Bancorp Inc., a Delaware Corporation a Delaware Corporation By: /S/ Glenn P. Dickes By: /S/Eric K. Kawamura Glenn P. Dickes Eric K. Kawamura Senior Vice President Senior Vice President

from 10-K 1 page March 30, 2000 Rnm 135 Main, L.P. C/O La Salle Partners 135 Main Street, Suite 1140 San Francisco, Ca 94105 Attn: Mr. John McNulty Re: Lease Agreement Dated November 15, 1990, as Amended (The "Lease") by and Between Rnm 135 Main, L.P., a California Limited Partnership Successor in Interest to Webb/San Francisco Venture, Ltd. ("Landlord") and California Federal Bank, a Federal Savings Bank Successor in Interest to First Nationwide Bank, a Federal Savings Bank ("Tenant") for 135 Main Street, San Francisco, Ca, Floors 3-8 & 20, Suite 1030 & 1120 and Portions of the Basement and Ground Floor as More Specifically Described in the Lease. Dear Mr. McNulty: By This Letter, Tenant Hereby Notifies Landlord That Tenant Irrevocably and Unconditionally Exercises Its Option to Extend the Term of the Lease for the First Five Year Renewal Term for All of the Premises Presently Leased by Tenant at 135 Main Street, San Francisco, Specifically, Floors 3 Through 8 Inclusive, Floor 20, Suites 1030 & 1120 and Portions of the Basement and the Retail Space as More Specifically Described in the Lease (The "Premises"), as Well as All Eight (8) of the Parking Stalls Currently Leased by Tenant. the Minimum Rent Payable During the Renewal Term for All of the Premises Other Than the Parking Shall Be as Stated on the Attached Exhibit "A", Which Is 95% of the Fair Market Rental Rate as Determined Under the Terms of Paragraph 20b of the Lease by Mark McGranahan (The "Third Expert") in His Letters Dated May 3, 2000 and May 4, 2000, Respectively. Please Send US a Letter Acknowledging Your Receipt of This Letter. Sincerely, California Federal Bank /S/Charles W. Kay - Charles W. Kay Senior Vice President CC: Rayburn Tucker Edward Murphy, Esq. Michael Fleishman, Esq. Helen Sedwick, Esq

from SC 13D/A ~20 pages Sails Pledge Agreement Dated as of December 19, 2000

from 10-K ~10 pages Change of Control Plan

from 10-K ~20 pages Employment Agreement - James R. Staff

from 10-K ~20 pages Employment Agreement - Carl B. Webb, II

from 10-K ~20 pages Employment Agreement - Gerald J. Ford

from 10-Q 1 page Employment Agreement-Scott A. Kisting

from 10-Q 1 page Employment Agreement-Christie S. Flanagan

from 10-Q ~10 pages Executive Compensation Plan

from 10-Q ~20 pages Omnibus Stock Plan

from 10-Q 1 page Amended Employment Agreement

from 10-Q 1 page Amendment Number One to Litigation Management Agreement

from 10-K ~5 pages Equity Purchase Agreement

from 10-K ~5 pages Stock Purchase Agreement

from 10-K ~5 pages Stock Purchase Agreement

from 10-K ~5 pages Stock Purchase Agreement

from 10-K ~10 pages Asset Purchase Agreement

from 10-K ~5 pages Agreement for Provision of Services