First Nationwide 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

from S-1/A ~5 pages Post-Employ. Consult. Agree. Re: Edward G. Harshfield

from S-1/A ~10 pages Employ. Agreement Re: Walter C. Klein

from 8-K 1 page Amendment to Employment Agreement This Amendment to Employment Agreement (The "Amendment"), Dated as of June 1, 1996, Between First Nationwide Bank, a Federal Savings Bank (The "Company") and Lacy G. Newman (The "Executive"). the Company Presently Employs the Executive Pursuant to That Employment Agreement Between the Parties Dated as of February 1, 1995 (The "Agreement"). the Company and Executive Desire to Amend the Agreement to Respond to Certain Recommendations Made by the Office of Thrift Supervision, Which Regulates and Oversees the Operations of the Company. Accordingly, the Company and the Executive Agree as Follows: 1. Amendments. Pursuant to the Requirements of Section 10.5 of the Agreement, the Provisions of Section 4.3 of the Agreement Are Amended to Add the Following Language to the End of Such Section: Termination for Cause Under the Foregoing Sentence Shall Also Include the Bases Therefore 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. 2. No Other Amendments. the Balance of the Provisions of the Agreement Are 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 Bank, a Federal Savings Bank By: /S/ Gerald J. Ford Gerald J. Ford Chairman and Chief Executive Officer /S/ Lacy G. Newman Lacy G. Newman

from 8-K ~10 pages Employment Agreement

from 8-K 1 page Amendment to Employment Agreement

from 8-K 1 page Amendment to Employment Agreement This Amendment to Employment Agreement (The "Amendment"), Dated as of June 1, 1996, Between First Nationwide Bank, a Federal Savings Bank (The "Company") and Richard P. Hodge (The "Executive"). the Company Presently Employs the Executive Pursuant to That Employment Agreement Between the Parties Dated as of January 1, 1996 (The "Agreement"). the Company and Executive Desire to Amend the Agreement to Respond to Certain Recommendations Made by the Office of Thrift Supervision, Which Regulates and Oversees the Operations of the Company. Accordingly, the Company and the Executive Agree as Follows: 1. Amendments. Pursuant to the Requirements of Section 10.5 of the Agreement, the Provisions of Section 4.3 of the Agreement Are Amended to Add the Following Language to the End of Such Section: Termination for Cause Under the Foregoing Sentence Shall Also Include the Bases Therefore 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. 2. No Other Amendments. the Balance of the Provisions of the Agreement Are 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 Bank, a Federal Savings Bank By: /S/ Gerald J. Ford Gerald J. Ford Chairman and Chief Executive Officer By: /S/ Richard P. Hodge Richard P. Hodge

from 8-K 1 page Amendment to Employment Agreement This Amendment to Employment Agreement (The "Amendment"), Dated as of June 1, 1996, Between First Nationwide Bank, a Federal Savings Bank (The "Company") and Carl B. Webb II (The "Executive"). the Company Presently Employs the Executive Pursuant to That Employment Agreement Between the Parties Dated as of February 1, 1995 (The "Agreement"). the Company and Executive Desire to Amend the Agreement to Respond to Certain Recommendations Made by the Office of Thrift Supervision, Which Regulates and Oversees the Operations of the Company. Accordingly, the Company and the Executive Agree as Follows: 1. Amendments. Pursuant to the Requirements of Section 10.5 of the Agreement, the Provisions of Section 4.3 of the Agreement Are Amended to Add the Following Language to the End of Such Section: Termination for Cause Under the Foregoing Sentence Shall Also Include the Bases Therefore 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. 2. No Other Amendments. the Balance of the Provisions of the Agreement Are 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 Bank, a Federal Savings Bank By: /S/ Gerald J. Ford Gerald J. Ford Chairman and Chief Executive Officer /S/ Carl B. Webb II Carl B. Webb II