-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M0b4yr/68GbPhDCyd6MKSzEFZAxzshW8cXpulwrjXZGGwxbfnxoUTSDBPWQ8wQy7 WvLGnHrmg15nSM/yeAF5BA== 0001019508-00-000003.txt : 20000327 0001019508-00-000003.hdr.sgml : 20000327 ACCESSION NUMBER: 0001019508-00-000003 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN STATE BANCORP INC CENTRAL INDEX KEY: 0001019508 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 954642135 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-29654 FILM NUMBER: 577615 BUSINESS ADDRESS: STREET 1: 135 MAIN ST CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 8185002000 MAIL ADDRESS: STREET 1: 414 NORTH CENTRAL AVENUE CITY: GLENDALE STATE: CA ZIP: 91203 10-K 1 1999 ANNUAL REPORT FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------- FORM 10-K --------- (MARK ONE) X Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934 For the fiscal year ended December 31, 1999 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____ to ____ Commission file number 333-28037 GOLDEN STATE BANCORP INC. (Exact name of registrant as specified in its charter) Delaware 95-4642135 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 135 Main Street, San Francisco, California 94105 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 415-904-1100 Securities registered pursuant to Section 12(b) of the act: New York Stock and Pacific Exchanges: Common Stock, Par Value $1.00 Securities registered pursuant to Section 12(g) of the act: Warrants to Purchase Common Stock Litigation Tracking Warrants(TM) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes ___ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant as of the close of business on February 29, 2000: $762,205,200 The number of shares outstanding of the registrant's $1.00 par value common stock, as of the close of business on February 29, 2000: 122,462,916 shares of common stock. Documents Incorporated by Reference: Portions of the Proxy Statement for the May 15, 2000 Annual Meeting of Stockholders Part III Page 1 GOLDEN STATE BANCORP INC. 1999 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS

Page 2 Forward-Looking Statements. The statements contained in this Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Company's expectations, intentions, beliefs or strategies regarding the future. Forward-looking statements include the Company's statements regarding liquidity, provision for loan losses, capital resources and anticipated expense levels in the MD&A. In addition, in those and other portions of this document, the words "anticipate," "believe," "estimate," "expect," "intend," and other similar expressions, as they relate to the Company or the Company's management, are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. It is important to note that the Company's actual results could differ materially from those described herein as anticipated, believed, estimated or expected. Among the factors that could cause results to differ materially are the risks discussed in the "Risk Factors" section included in the Registration Statement on Form S-1 filed by Golden State Holdings Inc. on September 29, 1998 (File No. 333-64597) and declared effective on November 12, 1998. The Company assumes no obligation to update any such forward-looking statement. PART I ITEM 1. Business General Golden State Bancorp Inc. ("Golden State" or the "Company") is a holding company whose only significant asset is its ownership of all of the common stock of Golden State Holdings Inc. ("GS Holdings"), formerly First Nationwide Holdings Inc. ("FN Holdings"), which owns all of the common stock of California Federal Bank, A Federal Savings Bank ("California Federal" or "Bank"). The Company, which is headquartered in San Francisco, California, provides diversified financial services to consumers and small businesses in California and Nevada. The Company's principal business consists of operating retail branches that provide deposit products such as demand, transaction and savings accounts, and investment products such as mutual funds, annuities and insurance. In addition, it engages in mortgage banking activities, including originating and purchasing 1-4 unit residential loans for sale to various investors in the secondary market or for retention in its own portfolio, and servicing loans for itself and others. To a lesser extent, the Company originates and/or purchases commercial real estate, commercial and consumer loans for investment. These operating activities are financed principally with customer deposits, secured short-term and long-term borrowings, including Federal Home Loan Bank ("FHLB") advances, collections on loans, asset sales and retained earnings. Refer to note 22 of the Company's Notes to Consolidated Financial Statements for additional information about the Company's business segments. The Bank is chartered as a federal stock savings bank under the Home Owners' Loan Act of 1933 ("HOLA"). It is regulated by the Office of Thrift Supervision ("OTS") and the Federal Deposit Insurance Corporation ("FDIC"), which insures the deposit accounts of the Bank up to applicable limits through the Savings Association Insurance Fund ("SAIF"). The Bank is also a member of the Federal Home Loan Bank System ("FHLB System"). The Bank has three principal subsidiaries: (a) First Nationwide Mortgage Corporation ("FNMC"), its mortgage banking subsidiary; (b) Auto One Acceptance Corporation ("Auto One"), which primarily engages in indirect sub-prime auto financing activities; and (c) Cal Fed Investments ("CFI"), which offers securities and insurance products to both existing and prospective customers of the Company. CFI is subject to the guidelines established by the OTS for broker-dealer subsidiaries of savings associations, and is a member of the National Association of Securities Dealers. In addition, CFI is registered as a broker-dealer with the Securities and Exchange Commission and the Securities Investor Protection Insurance Corporation. CFI receives commission revenue for acting as a broker-dealer on behalf of its customers, but CFI does not maintain customer accounts or take possession of customer securities. Page 3 The Company's revenues are derived from interest earned on loans, interest and dividends received on securities and mortgage-backed securities, gains on sales of loans and other investments, fees received in connection with loan servicing, transaction account deposits, securities brokerage, and other customer service transactions. Expenses primarily consist of interest on customer deposit accounts, interest on short-term and long-term borrowings, compensation, occupancy and other general administrative expenses. As of December 31, 1999, the Company had total assets of $57.0 billion, deposits of $23.0 billion and operated 349 retail branch offices in California and Nevada. Ownership Structure Prior to the Golden State Acquisition (as defined herein), First Nationwide (Parent) Holdings Inc. ("Parent Holdings") owned 80% of the common stock of FN Holdings and Hunter's Glen/Ford Ltd. ("Hunter's Glen"), a limited partnership controlled by Gerald J. Ford, Chairman of the Board, Chief Executive Officer and a Director of the Company, owned 20% of the common stock of FN Holdings. Parent Holdings was indirectly owned by Mafco Holdings Inc. ("Mafco Holdings"), a corporation controlled by Ronald O. Perelman, a Director of the Company. Pursuant to the Golden State Acquisition, Parent Holdings was merged into Golden State and FN Holdings was merged into GS Holdings. In consideration thereof, Golden State issued 41,067,270 shares of common stock to a subsidiary of Mafco Holdings that directly owned Parent Holdings and 15,655,718 shares of common stock to Hunter's Glen which, in the aggregate, constituted 47.9% of the common stock outstanding, immediately after giving effect to the Golden State Acquisition. Subsequent to the Golden State Acquisition, Mafco Holdings caused the 41,067,270 shares to be transferred to another of its indirectly owned subsidiaries, GSB Investments Corp. ("GSB Investments"). In addition, the Golden State Merger agreement provided that Mafco Holdings and Hunter's Glen, or their successors, were entitled to receive additional shares of common stock under certain circumstances, which could cause the actual ownership percentages of Mafco Holdings and Hunter's Glen to change. See "-- Capital Management - Issuable Shares." Immediately prior to the consummation of the Golden State Acquisition, the charter of the Bank was amended to provide that each share of Bank Preferred Stock (as defined herein) is entitled to one vote, and each CALGZ (as defined herein) and each CALGL (as defined herein) has 1/5 of one vote with the holders of the common stock of the Bank, the Bank Preferred Stock, the CALGZs and the CALGLs voting together as a single class. In addition, after giving effect to a stock split of the common stock of the Bank, GS Holdings' ownership of 100% of the common stock represents approximately 90% of the total voting power of voting securities of the Bank. In addition to its common stock ownership of the Bank, GS Holdings owns all of the Bank Preferred Stock with a total liquidation preference of $473.2 million. Business Strategy Merger, acquisition, and divestiture activities have played a major role in the Company's business strategy for the past several years. (Refer to note 3 of the Company's Notes to Consolidated Financial Statements for specific information about these mergers, acquisitions, and divestitures.) The Company's business strategy has been executed through three types of transactions: o Acquisitions which complemented the Company's geographic and business line strategies; o Divestitures of branches outside the Company's primary geographic region; and o Expansion of the Company's mortgage servicing operations. These transactions have expanded and strengthened the Company's presence in the West Coast, providing additional economies of scale and diversity of operations within its target markets. The Company believes that its strategic acquisition and divestiture activity has enhanced the value of its franchise and improved its operating efficiency through the consolidation or elimination of duplicative back office operations and administrative and management functions. Further, because the Company had excess servicing capacity and existing servicing expertise, it was able to accommodate the loan servicing portfolios acquired in these transactions without the need for significant additional investment. Page 4 The Company's strategic plan for the year 2000 aims at achieving increased profitability, revenue diversity and growth while preserving credit quality. Key elements of the business plan include: o California Federal intends to maintain its core competencies, including: firm expense control and operating efficiency, risk management discipline and effective capital management. o The Company expects to continue to build franchise value by focusing on customer service and cross-selling opportunities, enhanced product offerings and improved channel delivery. The Company will seek to maintain its mortgage banking efficiency while reducing the costs to service each account. In addition, the Bank will continue its strong and prudent growth of its core banking businesses including the sale of mutual funds and insurance annuity products, commercial banking, and auto, home equity and commercial retail estate lending. o California Federal plans to continue to improve profitability as it continues its transition to a more "bank-like" institution. This plan contemplates an increase in demand deposit and transaction accounts, as well as growth of various retail and commercial products. In addition, the Bank will focus on increasing its percentage of non-single family residential loans. Employees At December 31, 1999, Golden State and its subsidiaries had 8,102 employees, compared with 8,229 employees at December 31, 1998. The Company's employees are not represented by any collective bargaining group and management considers its relations with its employees to be good. The Company provides a comprehensive employee benefits program including health and welfare benefits, long and short-term disability insurance, and life insurance. The Company also offers employees a defined contribution investment plan which is a qualified plan under Section 401(a) of the Internal Revenue Code. Competition The Company experiences significant competition in both attracting and retaining deposits and in originating real estate and consumer loans. The Company, through the Bank, competes with other savings associations, commercial banks, mortgage banking companies, finance companies, insurance companies, credit unions, money market mutual funds and brokerage firms in attracting and retaining deposits. Competition for deposits from large commercial banks and savings associations is particularly strong. Many of the nation's savings associations and commercial banks have a significant number of branch offices in the areas in which the Company operates. In addition, there is strong competition in originating and purchasing real estate and consumer loans, principally from other savings and loan associations, commercial banks, mortgage banking companies, insurance companies, consumer finance companies, pension funds and commercial finance companies. The primary factors in competing for loans are the quality and extent of service to borrowers and brokers, economic factors such as interest rates, interest rate caps, rate adjustment provisions, loan maturities, loan-to-value ("LTV") ratios, loan fees and the amount of time it takes to process a loan from receipt of the loan application to date of funding. The Company's future performance will depend on its ability to originate a sufficient volume of mortgage loans in its local market areas and through its wholesale network and, if it is unable to originate a sufficient volume of mortgage loans, to purchase a sufficient quantity of high-quality mortgage-backed securities or loans with adequate yields. There can be no assurance that the Company will be able to effect such actions on satisfactory terms. Regulation and Supervision General Golden State is a savings and loan holding company within the meaning of the HOLA and, as such, is registered with the OTS and is subject to comprehensive OTS regulation. The Bank is a federally chartered and insured stock savings bank subject to extensive regulation and supervision by the OTS, as the primary federal regulator of savings associations, and to a lesser degree, the FDIC. Page 5 The federal banking laws contain numerous provisions affecting various aspects of the business and operations of savings associations and savings and loan holding companies. The primary purpose of the statutory and regulatory scheme is to protect depositors, the financial institutions, and the financial system as a whole. The following description is qualified in its entirety by references to the particular statutory or regulatory provisions or proposals. It is not intended to be a complete description of these provisions or their effects on Golden State or the Bank. Regulation of Golden State Holding Company Activities Golden State is registered and qualified as a unitary savings and loan holding company. As such, it is regularly examined by and files periodic reports with the OTS. Generally, there are few restrictions on the activities of a unitary savings and loan holding company and its non-savings association subsidiaries. If Golden State ceases to be a unitary savings and loan holding company, by, for example, acquiring another savings association that is not merged with the Bank in a non-supervisory transaction, the activities of Golden State and its non-savings association subsidiaries would thereafter be subject to substantial restrictions. Holding Company Acquisitions The HOLA and OTS regulations generally require that a savings and loan holding company obtain OTS approval before acquiring, directly or indirectly, the ownership or control of any other savings association or savings and loan holding company, or substantially all of the assets or more than 5% of the voting shares thereof. These provisions also require OTS approval before any director or officer of a savings and loan holding company, or any individual who owns or controls more than 25% of the voting shares of such holding company, acquires control of any savings association not a subsidiary of such savings and loan holding company. Under prior law, any company, regardless of the nature of the business in which it was engaged, could qualify as a unitary savings and loan holding company. Legislation enacted in 1999 provides that any company engaged in activities not permitted for a financial holding company under the Bank Holding Company Act may no longer qualify as a unitary savings and loan holding company. Existing unitary savings and loan holding companies engaged in non-financial related activities are "grandfathered" and may continue to engage in such activities. However, such rights are not transferable to any other company not otherwise qualified to own or control a savings association. Regulation of the Bank Regulatory System As a federal savings bank, lending activities and other investments of the Bank must comply with various statutory and regulatory requirements. California Federal is regularly examined by the OTS and must file periodic reports concerning its activities and financial condition. Although the OTS is the Bank's primary regulator, the FDIC has "backup enforcement authority" over the Bank as the insurer (through the SAIF) of the Bank's deposit accounts. Liquid Assets Under OTS regulations, for each calendar quarter, a savings association is required to maintain an average daily balance of liquid assets (including cash, certain time deposits and savings accounts, bankers' acceptances, certain government obligations and certain other investments) not less than a specified percentage of the average daily balance of its net withdrawable accounts plus short-term borrowings (its liquidity base) during the preceding calendar month. This liquidity requirement was lowered to 4% from 5% on November 24, 1997. The liquidity requirement may be changed by the OTS to any amount between 4% and 10% depending upon certain factors. The Bank has maintained liquid assets in compliance with the regulations in effect throughout 1999, 1998 and 1997. Page 6 Regulatory Capital Requirements OTS capital regulations require savings associations to satisfy minimum capital standards: an 8% risk-based capital requirement, a 4% leverage capital requirement and a 1.5% tangible capital requirement. Savings associations must meet each of these standards in order to be deemed in compliance with OTS capital requirements. In addition, the OTS may require a savings association to maintain capital above the minimum capital levels. A savings association's failure to maintain capital at or above the minimum capital requirements may be deemed an unsafe and unsound practice and may subject the savings association to enforcement actions and other proceedings. The Bank currently satisfies all applicable regulatory capital requirements and is not presently subject to any enforcement action or other regulatory proceeding with respect to its compliance with regulatory capital requirements. For further information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations--Capital Management." Prompt Corrective Action The prompt corrective action regulation of the OTS, promulgated under the Federal Deposit Insurance Corporation Improvement Act ("FDICIA"), requires that the OTS take certain actions and authorizes other discretionary actions against a savings association that falls within certain undercapitalized capital categories specified in the regulation. The regulation establishes five categories of capital classification: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized." Under the regulation, the ratio of total capital to risk-weighted assets, core capital to risk-weighted assets and the leverage capital ratio are used to determine an association's capital classification. A "well capitalized" institution must maintain a ratio of total capital to risk-based assets of 10%, a ratio of core capital to risk-weighted assets of 6%, a leverage capital ratio of 5%, and must not be subject to an OTS order or directive to meet a specific higher capital level. In general, the prompt corrective action regulation prohibits an insured depository institution from declaring any dividends, making any other capital distribution, or paying a management fee to a controlling person if, following the distribution or payment, the institution would be within any of the three undercapitalized categories. In addition, adequately capitalized institutions must obtain an FDIC waiver before accepting Brokered Deposits (as defined herein) and are subject to restrictions on the interest rates that may be paid on such deposits. Institutions that are considered "undercapitalized," "severely undercapitalized," or "critically undercapitalized" become subject to increasingly serious supervisory actions (as capital levels deteriorate) including increased monitoring, mandatory capital restoration plans, limitations on business activities, and ultimately, the placement of a "critically undercapitalized" association into conservatorship or receivership. The Bank met the capital requirements of a "well capitalized" institution under the FDICIA prompt corrective action regulation as of December 31, 1999 and is not subject to any enforcement action or other regulatory proceeding with respect to the prompt corrective action regulation. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Capital Management." Enforcement Powers The OTS and, under certain circumstances, the FDIC, have substantial enforcement authority with respect to savings associations, including authority to bring various enforcement actions against a savings association and any of its institution-affiliated parties. The Bank is not subject to any OTS or FDIC enforcement proceedings. Capital Distribution Regulation In addition to the prompt corrective action restrictions, OTS regulations limit "capital distributions" by savings associations. Capital distributions include dividends and payments for stock repurchases and cash-out mergers. Page 7 Under OTS regulations in effect prior to April 1, 1999, a Tier 1 association that was a subsidiary of a savings and loan holding company was permitted to make a capital distribution with 30 days prior notice to the OTS in an amount not exceeding (a) the sum of the association's current year net earnings plus the amount that would reduce by one-half its surplus capital ratio at the beginning of the calendar year or (b) 75% of its net income over the most recent four quarter period. A capital distribution in a greater amount required an application to and prior OTS approval. Under this regulation, an association qualified as a Tier 1 association if it met its capital requirements both before and after a proposed distribution and had not been notified by the OTS that it was in need of more than normal supervision. The Bank qualified as a Tier 1 institution during the quarter ended March 31, 1999. The OTS could also prohibit a proposed capital distribution that would otherwise be permitted if it determined that the distribution would constitute an unsafe or unsound practice. Effective on April 1, 1999, the OTS revised its capital distribution rules. Under the revised rules, a savings institution that is a subsidiary of a savings and loan holding company must notify the OTS of a capital distribution at least 30 days prior to the declaration of a capital distribution, provided the total of all capital distributions made during that calendar year (including the proposed distribution) does not exceed the sum of the institution's year-to-date net income and its retained income for the preceding two years. A capital distribution in a greater amount requires an application to the OTS and OTS approval prior to distribution. The OTS may disapprove a capital distribution notice or application if the institution is undercapitalized or if the distribution would raise other safety and soundness concerns. The Bank's capital distributions have complied with the capital distribution rule. Dividend Policy The dividend policy of the Bank complies with applicable legal and regulatory restrictions. Before declaring any dividend, the directors of the Bank consider the following factors: (a) the quality and stability of the Bank's net income, (b) the availability of liquid assets to make dividend payments, (c) the level of earnings retention as it impacts the Bank's capital needs and projected growth and funding levels, both internal and external, and (d) the adequacy of capital after the payment of a dividend. Under the Bank's dividend policy, a dividend will not be declared or paid which would: (a) cause the capital level of the Bank to be reduced below "adequately capitalized" levels, or (b) together with any other dividends declared during the same calendar year, exceed 100% of the net income to date for that calendar year plus retained net income for the preceding two years, except as may be permitted by regulation in extraordinary circumstances. For further information regarding dividend payments, refer to note 25 of the Notes to Consolidated Financial Statements. Tax Effects of Dividend Payments by the Bank Dividend distributions made to GS Holdings, as the sole owner of the Bank's common and preferred stock, in each case in excess of the greater of the Bank's current or accumulated earnings and profits, as well as any distributions in dissolution or in redemption or liquidation of stock, excluding preferred stock meeting certain conditions, may cause the Bank to recognize a portion of its tax bad debt reserves as income. Accordingly, this could cause the Bank to make payments to GS Holdings under the Tax Sharing Agreement (as defined herein). As a result, GS Holdings may be required to make payments to the Company and, for tax periods prior to the September 11, 1998 deconsolidation from the Mafco Holdings group, the Company may be required to make tax payments to Mafco Holdings, under the Tax Sharing Agreement. Page 8 Qualified Thrift Lender Test In general, savings associations are required to maintain at least 65% of their portfolio assets in certain qualified thrift investments, primarily loans and other investments related to residential real estate and certain other assets (the "QTL test"). A savings association that fails the QTL test is subject to substantial restrictions on activities and to other significant penalties. Legislation enacted in 1996 expanded the QTL test to provide savings associations with greater authority to lend and diversify their portfolios. In particular, credit card and educational loans may now be made by savings associations without regard to any percentage-of-assets limit, and commercial loans may now be made in an amount up to 10 percent of total assets, plus an additional 10 percent for small business loans. Loans for personal, family, and household purposes (other than credit card, small business, and educational loans) are now included without limit with other assets that, in the aggregate, may account for up to 20% of total assets. At December 31, 1999, approximately 93.29% of the Bank's portfolio assets were qualified thrift investments, satisfying the QTL test. Applicable law also permits a savings association to qualify as a qualified thrift lender by meeting the asset composition test under the Internal Revenue Code for a "domestic building and loan association." The Bank currently is a domestic building and loan association as defined in the Internal Revenue Code and, accordingly, also qualifies under this alternative test. FDIC Assessments The deposits of the Bank are insured by the SAIF of the FDIC, up to applicable limits, and are subject to deposit premium assessments by the SAIF. Under the FDIC's risk-based insurance system, SAIF-assessed deposits are currently subject to insurance premiums of between 0 and 27 basis points, depending upon the institution's capital position and other supervisory factors. The rate applicable to the Bank at December 31, 1999 was 0 basis points. Since January 1997, institutions with Bank Insurance Fund ("BIF") deposits have been required to share the cost of funding debt obligations issued by the Financing Corporation ("FICO"), a corporation established by the federal government in 1987 to finance the recapitalization of the Federal Savings and Loan Insurance Corporation ("FSLIC"). Until December 31, 1999, the FICO assessment rate for BIF deposits was only one-fifth of the rate applicable to SAIF deposits. Consequently, the annual FICO assessments added to deposit insurance premiums were 5.0 basis points for SAIF deposits during 1999. Since January 1, 1997, FICO payments have been paid directly by SAIF and BIF institutions in addition to deposit insurance assessments. Effective January 1, 2000, the FICO assessment rate is equal for SAIF and BIF deposits. The Bank's SAIF plus FICO assessment for the first quarter of 2000 was approximately 2.1 basis points (annualized). Affiliate Restrictions Transactions between a savings association and its "affiliates" are subject to quantitative and qualitative restrictions under Sections 23A and 23B of the Federal Reserve Act. Affiliates of a savings association include the savings association's holding companies and companies under common control with the savings association, but generally exclude the association's subsidiaries. Sections 23A and 23B require generally that all transactions between a savings association and its affiliates be on terms and conditions and under circumstances that are at least as favorable to the savings association as those prevailing at the time for comparable transactions with non-affiliated companies. Section 23A also limits the extent to which a savings association or its subsidiaries may engage in certain "covered transactions" with its affiliates. A "covered transaction" is defined to include a loan or extension of credit to an affiliate; a purchase of investment securities issued by an affiliate; with certain exceptions, a purchase of assets from an affiliate; the acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any party; or the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate. During 1999, 1998, and 1997, the Bank had no covered transactions. Page 9 Non-Investment Grade Debt Securities Savings associations and their subsidiaries are prohibited from investing in any corporate debt security that, at the time of acquisition, is not rated in one of the four highest rating categories by at least one nationally recognized statistical rating organization. The Bank does not own any non-investment grade corporate debt securities. Community Reinvestment Act and the Fair Lending Laws Savings associations have a responsibility under the Community Reinvestment Act ("CRA") and related OTS regulations to help meet the credit needs of their communities, including low- and moderate-income neighborhoods. In addition, the Equal Credit Opportunity Act and the Fair Housing Act (together, the "Fair Lending Laws") prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. An association's failure to comply with the Fair Lending Laws could result in enforcement actions by the OTS, as well as other federal regulatory agencies and the Department of Justice. The Bank received an "Outstanding" rating in its most recently completed July 1998 CRA examination. Proposed Regulatory Legislation From time to time, Congress has considered proposed legislation that could substantially alter the regulation of the Bank and the Company. These proposals have included the merger of the BIF and SAIF, the merger of the OTS with the Office of the Comptroller of the Currency, and the conversion of savings associations to national bank charters. The Company cannot determine whether, or in what form, such legislation may eventually be enacted and there can be no assurance that any legislation that is enacted would contain adequate grandfather rights for the Bank and its parent holding companies. ITEM 2. PROPERTIES The executive offices of the Bank and of the Company are located at 135 Main Street, San Francisco, California, 94105, and its telephone number is (415) 904-1100. The Bank leases approximately 97,000 square feet in the building in which its executive offices are located, under a ten-year lease expiring in 2001. In addition, the Bank leases two facilities near Sacramento, California including approximately 216,000 square feet in a multiple-building administrative facility under a ten-year lease expiring in 2001 and approximately 46,000 square feet in another administrative facility under a lease expiring in 2004. The Company and its subsidiaries lease additional executive and administrative office space in Dallas which includes approximately 128,000 square feet of space under leases expiring in 2000, 2002, 2005 and 2007. As part of its 1997 acquisition of the former California Federal Bank ("Cal Fed Acquisition"), the Bank assumed the lease on executive offices and an office building in Los Angeles of approximately 513,000 square feet. The Bank vacated all but 44,000 square feet of this facility during the first half of 1997. The office lease was to expire in 2007, however, the Bank terminated its remaining liability on all space other than approximately 44,000 square feet by payment of approximately $28 million. The lease on the remaining 44,000 square feet terminates in 2003. In addition, Cal Fed Bancorp Inc., prior to the consummation of the Cal Fed Acquisition ("Old California Federal"), had certain operating and administrative departments in a leased facility containing approximately 225,000 square feet located in Rosemead, California. The Bank vacated and subleased the Rosemead facility during the first half of 1997. The Rosemead lease expires in 2008. As part of the merger with Golden State Bancorp Inc. ("Golden State Acquisition"), the Company acquired ten office buildings in southern California containing approximately 310,000 square feet of space. As of December, 1999, the Company plans to utilize 159,000 square feet of this space for its call center and loan servicing operations, and to sell the remaining 151,000 square feet. In addition, the Company assumed the leases on executive offices and branch office buildings throughout California totalling approximately 330,000 square feet. As of December 31, 1999, leases totalling 172,000 square feet had expired. Of the remaining 158,000 square feet, the Company vacated all but approximately 43,000 square feet. It is the Company's intent to sublease all office space with leases not expiring within the next year. Page 10 At December 31, 1999, the Bank operated a total of 349 retail branches and maintained 54 vacant branch facilities which were consolidated as a result of certain branch purchases, the 1996 Acquisitions (as defined herein), the Cal Fed Acquisition, the merger with Glendale Federal Bank ("Glen Fed Merger"), and various consolidations of operations to West Sacramento. Of the 349 total operating retail branches, 127 were owned and 222 were leased. Some of these retail branches are multi-purpose facilities, housing loan production and administrative facilities in addition to retail space. Of the 54 vacant facilities (2 owned and 52 leased, all in California), 16 locations have been subleased. At December 31, 1999, there were 13 loan production offices, of which two were owned and 11 were leased, and which included three offices housing operations acquired in the 1995 and 1996 purchase of servicing portfolios from Lomas Mortgage USA, Inc. (the "1995 LMUSA Purchase" and the "1996 LMUSA Purchase," respectively, and collectively, the "LMUSA Purchases"). All offices currently house wholesale lending operations. In addition, the Bank operated 22 separate administrative facilities (6 owned and 16 leased) and maintained 13 vacant administrative facilities (all leased). Of the 13 vacant administrative facilities, 5 were subleased. The administrative facilities include a 230,000 square foot owned building and an approximately 34,000 square foot leased building in Frederick, Maryland, which house FNMC's operations, and two buildings in Dallas with approximately 73,000 square feet of leased space, one of which houses Auto One. A state-by-state breakdown of all retail branches, administrative facilities and loan production offices operated by the Bank at December 31, 1999 is shown in the following table:

ITEM 3. Legal Proceedings California Federal Goodwill Litigation The Bank is the plaintiff in a lawsuit against the United States Government (the "Government"), California Federal Bank v. United States, Civil Action 92-138 (the "California Federal Goodwill Litigation"). In the California Federal Goodwill Litigation, the Bank alleged, among other things, that the Government breached certain contractual commitments regarding the computation of its regulatory capital for which the Bank sought damages and restitution. The Bank's claims arose from changes, mandated by the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA"), with respect to the rules for computing Old California Federal's regulatory capital. In late 1997, a United States Court of Federal Claims (the "Claims Court") Judge ruled in favor of the Bank's motion for partial summary judgment as to the Government's liability to the Bank for breach of contract, and a formal order in that regard was subsequently issued. In late 1998, a second Claims Court Judge ruled that California Federal could not meet its burden for proving lost profits damages and ordered that the case proceed to trial on the damage issue of restitution and reliance. The trial began in January 1999 and concluded in March 1999. Page 11 On April 16, 1999, this second Claims Court Judge issued his decision on the damages claim against the Government in the California Federal Goodwill Litigation, ruling that the Government must compensate the Bank in the sum of $23.0 million. The summary judgment liability decision by the first Claims Court Judge has been appealed by the Government and the damage award by the second Claims Court Judge has been appealed by the Bank. All appellate briefs have been filed and it is anticipated that oral argument in the Federal Circuit Court of Appeals will take place in conjunction with the appellate argument in the Glendale Goodwill Litigation (as defined herein) in mid 2000. Glendale Goodwill Litigation By virtue of the Glen Fed Merger, the Bank is also a plaintiff in a claim against the United States in a second lawsuit, Glendale Federal Bank v. United States, No.90-772C (the "Glendale Goodwill Litigation"). In the Glendale Goodwill Litigation, Glendale Federal sued the Government contending that FIRREA's treatment of supervisory goodwill constituted a breach by the Government of its 1981 contract with the Bank, under which the Bank had merged with a Florida thrift and was permitted to include the goodwill resulting from the merger in its regulatory capital. In 1992, the Claims Court found in favor of Glendale Federal's position, ruling that the Government breached its express contractual commitment to permit Glendale Federal to include supervisory goodwill in its regulatory capital and that Glendale Federal was entitled to seek financial compensation. The trial began in February 1997 and concluded in September 1998. On April 9, 1999, the Claims Court issued its decision in the Glendale Goodwill Litigation, ruling that the Government must compensate the Bank in the sum of $908.9 million. This decision has been appealed by the Government and the Bank. All appellate briefs have been filed by both the Government and the Bank and oral argument on the appeal will be scheduled in conjunction with the argument in the California Federal Goodwill Litigation in mid 2000. Other Litigation In addition to the California Federal Goodwill Litigation and the Glendale Goodwill Litigation, Golden State and its subsidiaries are involved in other legal proceedings on claims incidental to the normal conduct of its businesses. Although it is impossible to predict the outcome of any outstanding legal proceedings, management believes that such legal proceedings and claims, individually, or in the aggregate, will not have a material effect on Golden State, GS Holdings or the Bank. ITEM 4. Submission of Matters to a Vote of Security Holders None. Page 12 PART II ITEM 5. Market for the Registrant's Common Equity and Related Stockholder Matters The common stock of Golden State trades on the New York Stock Exchange ("NYSE") under the symbol "GSB" and is also listed on the Pacific Exchange ("PE"). The following table sets forth, for the periods indicated, the range of high and low sales prices of the Company's common stock and for the LTWTMs (as defined herein): Common Stock LTW(TM)s ---------------- --------------- High Low High Low ---- --- ---- --- Year Ended December 31, 1999 First Quarter $24.50 $16.50 $5.56 $4.06 Second Quarter 26.56 21.63 5.34 1.14 Third Quarter 23.56 17.38 1.75 1.13 Fourth Quarter 22.25 16.25 1.25 .69 Year Ended December 31, 1998 First Quarter 39.38 29.88 -- -- Second Quarter (a) 35.63 29.75 7.13 4.63 Third Quarter 32.63 15.56 5.63 3.88 Fourth Quarter 20.88 10.00 5.22 3.50 - --------------- (a) Golden State distributed its LTW(TM)s to stockholders on the basis of one LTW(TM) for each outstanding share, on May 29, 1998. See note 26 of the Company's Notes to Consolidated Financial Statements. High and low prices of the Company's common stock do not include the separate values of the LTW(TM)s subsequent to the first quarter of 1998. The LTW(TM)s are not common equity securities and have been included for informational purposes only. At the close of business on February 29, 2000, the Company's common stock and LTW(TM) prices were $12.75 and $1.06 per share, respectively. Number of Holders of Common Stock At February 29, 2000, 122,462,916 shares of Company common stock were outstanding and held by 5,994 holders of record. Also at February 29, 2000, 72,584,382 LTW(TM)s were outstanding and held by 5,559 holders of record. Dividends No dividends were paid in 1999 and 1998. During 1997, dividends on Golden State's common stock totalled $22.7 million. See discussion of dividend restrictions in note 25 of the Company's Notes to Consolidated Financial Statements. Page 13 ITEM 6. Selected Financial Data The data presented below represents selected financial data relative to the Company for each of the years in the five-year period ended December 31, 1999.

Page 14

- ---------------- (1) On April 16, 1999, the Company acquired twelve retail branches with deposits of $543 million from Norwest Bank, Nevada, a subsidiary of Norwest Corporation and Wells Fargo Bank, N.A. (the "Nevada Purchase"). During April 1999, FNMC sold servicing rights on approximately 49,000 loans with an unpaid principal balance of $2.0 billion (the "1999 Servicing Sale"). In August 1999, the Company sold deposits totalling $70.1 million to Humboldt Bank. Noninterest income for the year ended December 31, 1999 includes pre-tax gains of $16.3 million from the sale of mortgage servicing rights ("MSRs") and $2.3 million on the sale of deposits. Noninterest expense for the year ended December 31, 1999 includes a $5.1 million reduction in benefit expense based on receipt of the actuary's valuation of the pension asset. During 1999, the Company redeemed the remaining 925,640 shares of the Bank Preferred Stock for a total redemption price of $97.6 million, resulting in $5.1 million of expenses and tender premiums, reflected as minority interest on the Company's 1999 consolidated statement of income. (2) On September 11, 1998, the Company consummated the Glen Fed Merger, acquiring assets with fair values totalling approximately $18.8 billion and liabilities (including deposit liabilities) with fair values totalling approximately $17.7 billion. In addition, on September 11, 1998, the Company consummated the sale of its Florida deposit franchise to Union Planters Bank (the "Florida Branch Sale"), with associated deposit accounts totalling $1.4 billion, which resulted in a pre-tax gain of $108.9 million. Noninterest expense for the year ended December 31, 1998 includes $59.2 million in merger and integration costs. During 1998, GS Escrow Corp. issued $2 billion in debt securities to fund, in part, the (Footnotes continued on next page) Page 15 Refinancing Transactions (as defined herein). The Company purchased 3,806,660 shares of the two outstanding series of Bank Preferred Stock in the Bank Preferred Stock Tender Offers (as defined herein) for a total redemption price of $423.0 million, resulting in $36.9 million of expenses and tender premiums, reflected as minority interest expense on the Company's 1998 consolidated statement of income. In addition, during 1998, the Company purchased the FN Holdings Notes (as defined herein) in the Debt Tender Offers (as defined herein) for an aggregate purchase price of $1.1 billion. Further, the Company defeased the 12 1/2% Parent Holdings Notes (as defined herein) in the Parent Holdings Defeasance (as defined herein) for an aggregate purchase price, including accrued interest payable, of $553.7 million. The after-tax premiums and expenses paid in connection with such purchases (which, together with the Bank Preferred Stock Tender Offers, are referred to as the "Refinancing Transactions") totalled $150.3 million and are reflected as an extraordinary loss on the Company's 1998 consolidated statement of income. (3) On January 3, 1997, the Company acquired assets with fair values totalling approximately $14.2 billion and liabilities (including deposit liabilities) with fair values totalling approximately $12.9 billion in the Cal Fed Acquisition. In addition, on May 31, 1997, the Company acquired a $3.2 billion loan servicing portfolio (the "Weyerhaeuser Purchase"). Noninterest income for the year ended December 31, 1997 includes pre-tax gains of $14.0 million on the sale of MSRs (the "1997 Servicing Sale"), $25 million on the sale of Affiliated Computer Services ("ACS") stock, and $3.6 million on the sale of deposits. Noninterest expense for the year ended December 31, 1997 includes a $29.0 million provision for professional fees and unreimbursable costs related to the foreclosure of 1-4 unit residential loans serviced for others. (4) On January 31, 1996, FNMC consummated the 1996 LMUSA Purchase, acquiring a $14.1 billion loan servicing portfolio. On February 1, 1996, the Company acquired San Francisco Federal ("SFFed Acquisition"), with assets at fair values totalling approximately $4 billion and liabilities (including deposit liabilities) with fair values totalling approximately $3.8 billion. During the year ended December 31, 1996, the Company closed the sale of several of its branches, with associated deposit accounts totalling $4.6 billion ("Branch Sales"). Noninterest income for the year ended December 31, 1996 includes pre-tax gains of $363.3 million related to the Branch Sales. Noninterest expense for the year ended December 31, 1996 includes a pre-tax charge of $60.1 million related to a special SAIF assessment. (5) Income tax benefit for 1996 and 1995 includes the recognition of a deferred tax benefit of $125 million and $69 million, respectively, offset by federal AMT tax reduced, to the extent of 90%, by net operating loss carryovers and state tax generally at an assumed rate of 8%. Income tax expense for 1997 and the first half of 1998 represents federal AMT reduced, to the extent of 90%, by net operating loss carryovers, and state tax at an assumed rate of 11%. On June 30, 1998, the Bank recorded a $250 million reduction of the valuation allowance related to its deferred tax asset. Income tax expense for the second half of 1998 and for 1999 represents an effective tax rate of 42%. 1999 income tax expense includes a $122.7 million tax benefit based on the actual filing of the Mafco Group (as defined herein) and Golden State 1998 consolidated federal income tax returns. The tax benefit is fully offset by an increase in minority interest expense. (6) Represents dividends on the REIT Preferred Stock (as defined herein), net of related tax benefit, the preferred stock of FN Holdings ("FN Holdings Preferred Stock") and the Bank Preferred Stock. The REIT Preferred Stock was issued on January 31, 1997. Minority interest for the years ended December 31, 1998 and 1999 also includes early redemption premiums on the Bank Preferred Stock and a 20% minority interest in Auto One. (7) Return on average assets represents net income as a percentage of average assets for the periods presented. (8) Return on average common equity represents net income as a percentage of average common equity for the periods presented. (9) Yield on interest-earning assets represents interest income as a percentage of average interest-earning assets. (10) Cost of interest-bearing liabilities represents interest expense as a percentage of average interest-bearing liabilities. (11) Net interest margin represents net interest income as a percentage of average interest-earning assets. (12) Efficiency ratio represents noninterest expense reduced by goodwill amortization as a percentage of net interest income plus noninterest income (each component adjusted for non-recurring items). (13) Earnings used in computing the ratio of earnings to combined fixed charges and minority interest consist of income before income taxes, minority interest and extraordinary items. Fixed charges consist of interest expense on borrowings, the interest component of lease expense and, where indicated, interest expense on deposits. (14) Includes loans serviced by the Bank and its subsidiaries, excluding loans serviced for the Bank by FNMC. Page 16 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The Management's Discussion and Analysis ("MD&A") should be read in conjunction with the Consolidated Financial Statements of Golden State and the notes thereto included elsewhere in this Form 10-K. The following discussion includes historical information relating to Golden State, including the effects of the Golden State Acquisition and the Cal Fed Acquisition which were consummated on September 11, 1998 and January 3, 1997, respectively. For specific information regarding these acquisitions, see note 3 of the Company's Notes to Consolidated Financial Statements. For a discussion of the impact to the Company of recent accounting changes, refer to note 2 of the Company's Notes to Consolidated Financial Statements. Results of Operations Based in San Francisco, Golden State is the indirect, publicly traded parent of California Federal, a full-service, community oriented bank, that serves consumers and small businesses in California and Nevada. At December 31, 1999, it was the second largest thrift in the U.S. with $57.0 billion in assets and 349 branches. In connection with the Golden State Acquisition, management pledged to reduce, by December 31, 1999, operating expenses of the combined entity by $160.2 million, representing a 44% reduction from historical levels of the acquired entities' noninterest expense. This goal, which the Company exceeded by $1.8 million, was achieved six months ahead of schedule, by the end of the second quarter of 1999. Golden State reported net income for 1999 of $323.2 million, or $2.31 per diluted share, compared with net income of $247.8 million in 1998, or $3.04 per diluted share. Net income for 1999 included the following non-recurring items, net of tax: a $9.4 million gain from the 1999 Servicing Sale, a $2.9 million reduction in benefit expense based on receipt of the actuary's valuation of the pension asset, $3.2 million in minority interest expense related to the redemption of the Bank Preferred Stock and a $2.5 million gain on early extinguishment of debt. Net income for 1998 included the following items, net of tax: a $250 million reduction of the valuation allowance related to the Company's deferred tax asset, gains of $63.0 million on the sale of branches, $150.3 million in extraordinary loss related to expenses and tender premiums paid in connection with the Debt Tender Offers and the Parent Holdings Defeasance, $34.2 million in merger and integration costs related to the Golden State Acquisition and $36.9 million in minority interest related to net premiums and expenses in connection with the Bank Preferred Stock Tender Offers. Excluding these non-recurring items, operating net income for 1999 was $311.6 million, or $2.22 per diluted share, compared with operating net income for 1998 of $156.2 million, or $1.92 per diluted share. Page 17 The following table shows Golden State's consolidated average balance sheet for the past three years, with the related interest income, interest expense, and the average interest rates for the periods presented. Average balances are calculated on a daily basis. The year-to-year comparisons set forth below include the effect of the Company's acquisitions and dispositions during the periods involved.

- --------------- (1) Non-performing assets are included in the average balances for the periods indicated. (2) Includes interest-bearing deposits in other banks and securities purchased under agreements to resell. (3) Interest and average rate include the impact of interest rate swaps. Page 18 The following table shows what portion of the changes in interest income and interest expense were due to changes in rate and volume. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to volume (change in average outstanding balance multiplied by the prior year's rate) and rate (change in average interest rate multiplied by the prior year's volume). Changes attributable to both volume and rate have been allocated proportionately.

Year Ended December 31, 1999 Versus Year Ended December 31, 1998 Interest Income. Total interest income was $3.7 billion for 1999, an increase of $1.1 billion from 1998. Total interest-earning assets for 1999 averaged $52.4 billion, compared to $35.9 billion for the corresponding period in 1998, primarily as a result of the Golden State Acquisition. The yield on total interest-earning assets during 1999 decreased to 6.97% from 7.21% for 1998, primarily due to prepayments of higher rate loans which were replaced with lower yielding originations, primarily during 1998, and the repricing of variable-rate loans, partially offset by purchases of mortgage-backed securities and additions from the Golden State Acquisition of mortgage-backed securities with higher market yields. Golden State earned $2.3 billion of interest income on loans receivable for 1999, an increase of $593.2 million from 1998. The average balance of loans receivable was $31.9 billion for 1999, compared to $22.8 billion for 1998. The weighted average rate on loans receivable decreased to 7.30% for 1999 from 7.64% for 1998, primarily due to comparatively lower market rates in 1999. The increase in the average volume is primarily due to the addition of $14.6 billion in loans acquired in the Golden State Acquisition. Golden State earned $109.5 million of interest income on loans held for sale for 1999, a decrease of $6.2 million from 1998. The average balance of loans held for sale was $1.7 billion for 1999, an increase of $7 million from 1998, primarily due to increased originations and longer holding periods for jumbo loans during the first half of 1999. The weighted average rate on loans held for sale decreased to 6.60% for 1999 from 7.01% for 1998, primarily due to declining market interest rates. Interest income on mortgage-backed securities available for sale was $872.8 million in 1999, an increase of $390.3 million from 1998. The average portfolio balances increased $5.8 billion, to $13.7 billion, for 1999 compared to 1998. The weighted average yield on these assets increased from 6.07% for 1998 to 6.37% for 1999. The increase in the volume and the weighted average yield is primarily due to premium amortization associated with prepayments of variable-rate securities in 1998, purchases of mortgage-backed securities and additions of $2.4 billion from the Golden State Acquisition with higher market yields. Page 19 Interest income on mortgage-backed securities held to maturity was $177.6 million for 1999, an increase of $43.1 million from 1998. The average portfolio balance increased $639 million, to $2.4 billion, for 1999 compared to 1998, primarily attributed to the addition of $1.9 billion of the Bank's multi-family loans securitized with FNMA with a weighted average rate of 7.39% during September of 1998. The weighted average rates for 1999 and 1998 were 7.43% and 7.67%, respectively. Interest income on securities and interest-bearing deposits in other banks was $100.2 million for 1999, an increase of $23.5 million from 1998. The average portfolio balance increased from $1.1 billion for 1998 to $1.6 billion for 1999. The decrease in the weighted average rate from 6.84% for 1998 to 6.45% for 1999 is primarily due to a decline in market interest rates. In addition, 1999 reflects $7.7 million in interest income related to a $50.8 million federal tax refund, while 1998 reflects $17.5 million in interest income received on a $65.0 million federal income tax refund. These refunds were related to Old California Federal and San Francisco Federal, and neither had a corresponding asset. Dividends on FHLB stock were $59.6 million for 1999, an increase of $23.6 million from 1998, due to an increase in the amount of such stock owned by the Company as a result of an increase in borrowings under FHLB advances as well as the Golden State Acquisition. The average balance of FHLB stock owned during 1999 and 1998 was $1.1 billion and $0.6 billion, respectively. The weighted average dividend on FHLB stock decreased to 5.36% for 1999 from 5.78% for 1998. Interest Expense. Total interest expense was $2.5 billion for 1999, an increase of $646.8 million from 1998. The increase is primarily the result of additional borrowings under FHLB advances, the additional deposits and borrowings assumed in the Golden State Acquisition, deposits assumed in the Nevada Purchase and the net impact of the Refinancing Transactions, including the assumption of the GS Holdings Notes (as defined herein). Interest expense on customer deposits, including Brokered Deposits (as defined herein), was $888.3 million for 1999, an increase of $97.2 million from 1998. The average balance of customer deposits outstanding increased from $18.9 billion for 1998 to $23.9 billion for 1999. The increase in the average balance is primarily a result of $11.3 billion in deposits assumed in the Golden State Acquisition, partially offset by $1.4 billion in deposits sold in the Florida Branch Sale, both of which occurred in the third quarter of 1998. In addition, $543 million in deposits at an average cost of 3.71% were assumed in the Nevada Purchase, which was consummated in April 1999. The overall weighted average cost of deposits declined to 3.72% for 1999 from 4.20% for 1998, primarily due to lower market interest rates and a change in the Bank's certificate of deposit pricing strategy, as well as the higher average balances of lower rate transaction accounts in 1999 compared to 1998 and the lower cost of funds on deposits assumed in the Golden State Acquisition and the Nevada Purchase. Interest expense on securities sold under agreements to repurchase totalled $265.5 million for 1999, an increase of $111.8 million from 1998. The average balance of such borrowings for 1999 and 1998 was $5.1 billion and $2.8 billion, respectively; such increase is primarily attributed to the Golden State Acquisition. The weighted average interest rate on these instruments decreased to 5.18% for 1999 from 5.40% for the year ended December 31, 1998, primarily due to a decrease in market interest rates on new borrowings in 1999 compared to 1998. Interest expense on borrowings totalled $1.3 billion for 1999, an increase of $437.9 million from 1998. The average balance outstanding for 1999 and 1998 was $23.6 billion and $14.4 billion, respectively. The weighted average interest rate on these instruments decreased to 5.56% for 1999 from 6.08% for 1998, primarily due to lower prevailing market rates in 1999 and the net impact of the Refinancing Transactions. The higher volume includes the net impact of the Refinancing Transactions and the addition of $5.4 billion in FHLB advances assumed in the Golden State Acquisition, as well as the increase in FHLB advances used to fund the purchases of mortgage-backed securities and to fund the sale of deposits in the Florida Branch Sale. Net Interest Income. Net interest income was $1.2 billion for 1999, an increase of $420.6 million from 1998, primarily due to an increase in net interest-earning assets resulting from the Golden State Acquisition and an increase in the net interest margin. The interest rate spread increased to 2.28% for 1999 from 2.16% for 1998, primarily as a result of maturities and repayments of higher rate interest-bearing liabilities being replaced with interest-bearing liabilities having comparatively lower rates. The effect of lower rates on liabilities was partially offset by lower yielding assets replenishing asset run-off in a declining rate environment. Page 20 Noninterest Income. Total noninterest income, consisting primarily of loan servicing fees, customer banking fees and gains on sale and settlement of assets, was $418.8 million in 1999, a decrease of $22.1 million from 1998. Noninterest income included a $16.3 million pre-tax gain from the 1999 Servicing Sale and a gain on sale of branches of $108.8 million in 1998 (primarily due to the Florida Branch Sale). Excluding these non-recurring items, noninterest income was $402.5 million in 1999 compared with $332.1 million in 1998. Noninterest income includes the following components in each of the years ended December 31, 1999, 1998 and 1997: Year Ended December 31, -------------------------------- 1999 1998 1997 ------- -------- -------- (in thousands) Noninterest income: Loan servicing fees, net $146,682 $132,543 $143,704 Customer banking fees and service charges 187,022 121,283 100,263 Gains on sale of branches, net 2,343 108,825 3,569 Gains on sale and settlemnet of loans, net 32,885 54,217 24,721 Gains on sale of assets, net 21,699 193 38,230 Other income 28,211 23,896 29,207 -------- -------- -------- Total noninterest income $418,842 $440,957 $339,694 ======== ======== ======== Loan servicing fees, net of amortization of MSR, were $146.7 million for 1999, compared with $132.5 million for 1998. The single-family residential loan servicing portfolio, excluding loans serviced for the Bank, increased from $65.4 billion at December 31, 1998 to $72.9 billion at December 31, 1999. Incremental loan servicing fees were partially offset by amortization related to higher average MSR basis in 1999. Loan servicing fees benefited from the slowdown in mortgage loan prepayments in 1999, with an average prepayment rate on loans serviced of 17% in 1999 versus 23% in 1998. Customer banking fees were $187.0 million for 1999 compared with $121.3 million for 1998. The increase is primarily attributed to the impact of revenues from the retail banking operations acquired in the Golden State Acquisition and deposits assumed in the Nevada Purchase, partially offset by the impact of the Florida Branch Sale. Commission revenues from mutual fund, annuity and investment sales through CFI included in fees and service charges totalled $53.9 million for 1999, an increase of $20.6 million from 1998, primarily a result of an increase in the sales volume of such instruments. In addition, management's increased emphasis on transaction account growth since the Golden State Acquisition has generated additional fee income. Net gain on sale of branches was $2.3 million for 1999 compared with $108.8 million in 1998. The gain in 1999 relates to the sale of the Eureka and Ukiah branches. The gain in 1998 is primarily attributed to the Florida Branch Sale. Gain on sale and settlement of loans totalled $32.9 million for 1999, a decrease of $21.3 million from 1998. The decrease is primarily attributed to lower gains on residential loans held for sale during 1999. In addition, gains attributed to early payoffs and settlement of commercial loans with unamortized discounts were $3.9 million higher in 1998 compared with 1999. During 1999, California Federal sold $9.7 billion in single-family mortgage loans originated for sale with servicing rights retained as part of its ongoing mortgage banking operations compared with $7.9 billion of such sales in 1998. Net gain on sale of assets totalled $21.7 million in 1999, an increase of $21.5 million from 1998, primarily due to the 1999 Servicing Sale. Other noninterest income was $28.2 million in 1999 compared with $23.9 million in 1998. The increase in 1999 is primarily attributed to the receipt of a sales and use tax refund and an increase in disbursement float income. Page 21 Noninterest Expense. Total noninterest expense was $925.5 million in 1999, an increase of $161.5 million from 1998. Noninterest expense in 1999 included higher compensation, occupancy and equipment, goodwill amortization and other noninterest expense, attributed to the Golden State Acquisition and the Nevada Purchase. These increases were partially offset by a $51.4 million decrease in merger and integration costs incurred in connection with the Golden State Acquisition, as the majority of these costs were incurred in 1998. Noninterest expense includes the following components in each of the years ended December 31, 1999, 1998 and 1997: Year Ended December 31, ----------------------------------- 1999 1998 1997 -------- --------- -------- (in thousands) Noninterest expense: Compensation and employee benefits $391,597 $293,982 $256,448 Occupancy and equipment 148,411 99,746 81,914 Professional fees 52,667 56,360 48,771 Loan expense 36,048 48,183 60,437 Foreclosed real estate operations, net (6,411) (6,152) (3,304) Amortization of intangible assets 69,724 53,415 49,153 Merger and integration costs 7,747 59,162 -- Other expense 225,674 159,307 157,150 -------- -------- -------- Total noninterest expense $925,457 $764,003 $650,569 ======== ======== ======== Compensation and employee benefits expense was $391.6 million in 1999, an increase of $97.6 million from 1998. The increase is primarily attributed to the Golden State Acquisition. Occupancy and equipment expense was $148.4 million and $99.7 million in 1999 and 1998, respectively. This increase reflects the effects of the Golden State Acquisition as well as $9.0 million of adjustments in 1999 to previously established accruals for vacant facilities. Professional fees, which are primarily legal, audit, and consulting fees, totalled $52.7 million and $56.4 million in 1999 and 1998, respectively. The decrease was primarily due to a reduction in expenses related to goodwill litigation. Loan expense was $36.0 million in 1999, a decrease of $12.1 million from 1998. The decrease is primarily attributed to an increase in FAS 91 deferred origination costs due to higher loan production activity during 1999 compared with 1998. Also, 1998 included higher pass-through interest expense due to higher prepayments in that period. Amortization of intangible assets was $69.7 million in 1999, an increase of $16.3 million from 1998, primarily due to the goodwill recorded in connection with the Golden State Acquisition and the Nevada Purchase. Merger and integration costs were $7.7 million and $59.2 million in 1999 and 1998, respectively, representing transition expenses, which include severance, conversion and consolidation costs incurred in connection with the Golden State Acquisition. The majority of such costs were incurred in 1998 and management does not expect to incur any significant additional merger and integration costs from this transaction. Other noninterest expense was $225.7 million in 1999 compared with $159.3 million in 1998, primarily attributed to increased operations as a result of the Golden State Acquisition. In addition, results for 1999 include $6.2 million in operating expenses related to back office support. Such charges are not expected to be recurring. Provision for Loan Losses. The provision for loan losses was $10 million in 1999, down from $40 million in 1998. The decrease in 1999 reflects management's evaluation of the adequacy of the allowance based on, among other things, past loan loss experience and known and inherent risks in the portfolio, evidenced in part by the continued decline in the Bank's level of non-performing assets. For further information, refer to "- Balance Sheet Analysis - Allowance for Loan Losses." Page 22 Provision for Income Tax. In 1999, Golden State recorded gross income tax expense of $309.2 million, less a benefit of $122.7 million, for a net income tax expense of $186.5 million. The tax benefit of $122.7 million was offset by a provision in lieu of taxes. In 1998, Golden State recorded an income tax benefit of $106.4 million. Golden State's effective federal tax rate was 38% and (36)% during 1999 and 1998, respectively, while its statutory federal tax rate was 35% during both periods. In 1999, the difference between the effective and statutory rates was primarily the result of non-deductible goodwill amortization. During 1999, a tax benefit of $122.7 million was recognized, and a corresponding increase to minority interest: provision in lieu of income tax expense was recorded, since the adjustment relates to pre-merger tax benefits which are retained by the previous owners of FN Holdings. These adjustments resulted from 1998 tax filings in the third quarter of 1999. For the year ended December 31, 1998, the difference between the effective and statutory rates was primarily the result of a $250 million reduction in the deferred tax asset valuation allowance, partially offset by non-deductible goodwill amortization. Golden State's effective state tax rate was 8% and 9% during 1999 and 1998, respectively. Minority Interest. Minority interest for 1999 includes a $122.7 million provision in lieu of income taxes, representing pre-merger tax benefits retained by the previous owners of FN Holdings (see note 24 of the Company's Notes to Consolidated Financial Statements), and $5.0 million in net premiums paid in connection with the redemption of the Bank Preferred Stock. Dividends on the Bank Preferred Stock that had not been acquired by GS Holdings and the REIT Preferred Stock totalling $1.8 million and $26.4 million, respectively, were also recorded during 1999. Minority interest relative to the REIT Preferred Stock is reflected net of related income tax benefit of $19.2 million, which will inure to the Company as a result of the deductibility of such dividends for income tax purposes. The reduction in minority interest relative to the Bank Preferred Stock reflects the impact of the $380.7 million in Bank Preferred Stock purchased by GS Holdings in connection with the Refinancing Transactions in the third and fourth quarters of 1998, as well as the $60.7 million redeemed on April 1, 1999 and the $31.8 million redeemed on September 1, 1999. Minority interest for 1999 also includes a $1.7 million benefit reversal representing that portion of Auto One's loss attributable to the 20% interest in the common stock of Auto One that was issued as part of the GSAC Acquisition. Extraordinary Items. During the fourth quarter of 1999, the FHLB called and the Bank prepaid $500 million in FHLB advances, resulting in an extraordinary gain of $2.7 million, net of income taxes, on the early extinguishment of such borrowings. In addition, on December 20, 1999, the Bank repurchased all of the remaining $6.0 million outstanding principal amount of the 11.20% senior notes due September 1, 2004 (the "11.20% Senior Notes") assumed in the SFFed Acquisition, resulting in an extraordinary loss of $0.2 million, net of income taxes, on the early extinguishment of debt. During 1998, the Company defeased the 12 1/2% Parent Holdings Notes for an aggregate purchase price, including accrued interest payable, of $553.7 million. During 1998, the Company also purchased $914.5 million aggregate principal amount of the FN Holdings Notes (the "Debt Tender Offers") for an aggregate purchase price, including accrued interest payable, of $1.1 billion. The amount of expenses and tender premiums paid in connection with such purchase totalled $150.3 million, net of income taxes, and is reflected as an extraordinary loss on early extinguishment of debt on Golden State's consolidated statement of income for 1998. Year Ended December 31, 1998 Versus Year Ended December 31, 1997 Interest Income. Total interest income was $2.6 billion for the year ended December 31, 1998, an increase of $457.4 million from the year ended December 31, 1997. Total interest-earning assets for the year ended December 31, 1998 averaged $35.9 billion, compared to $28.3 billion for the corresponding period in 1997. The yield on total interest-earning assets during the year ended December 31, 1998 decreased to 7.21% from 7.52% for the year ended December 31, 1997, primarily due to the lower market rates on mortgage-backed securities purchased in 1998 and 1997 and prepayments of higher rate interest-earning assets. Golden State earned $1.7 billion of interest income on loans receivable for the year ended December 31, 1998, an increase of $186.1 million from the year ended December 31, 1997. The average balance of loans receivable was $22.8 billion for the year ended December 31, 1998, compared to $19.9 billion for the same period in 1997. The weighted average rate on loans receivable decreased to 7.64% for the year ended December 31, 1998, from 7.82% for the year ended December 31, 1997, primarily due to declining market rates. The increase in the average volume is primarily due to the addition of $14.6 billion in loans acquired in the Golden State Acquisition. Page 23 Golden State earned $115.7 million of interest income on loans held for sale for the year ended December 31, 1998, an increase of $39.4 million from the year ended December 31, 1997. The average balance of loans held for sale was $1.7 billion for the year ended December 31, 1998, an increase of $584 million from 1997, primarily due to increased originations and longer holding periods for jumbo loans during the year ended December 31, 1998. The weighted average yield on loans held for sale decreased to 7.01% for the year ended December 31, 1998, from 7.15% for the year ended December 31, 1997, primarily due to declining market rates. Interest income on mortgage-backed securities available for sale was $482.6 million for the year ended December 31, 1998, an increase of $184.8 million from the year ended December 31, 1997. The average portfolio balances increased $3.5 billion, to $8.0 billion, during the year ended December 31, 1998. The weighted average yield on these assets decreased from 6.64% for the year ended December 31, 1997 to 6.07% for the year ended December 31, 1998. The increase in the volume and decrease in the weighted average yield is primarily due to the 1998 purchases of $9.0 billion of mortgage-backed securities and additions of $2.4 billion from the Golden State Acquisition, offset by prepayments of higher rate mortgage-backed securities since December 31, 1997. Additionally, the decline in yield was affected by a $19.8 million writedown recorded in 1998 to the carrying value of mortgage-backed securities available for sale determined to have an other-than-temporary impairment. Interest income on mortgage-backed securities held to maturity was $134.5 million for the year ended December 31, 1998, an increase of $21.2 million from the year ended December 31, 1997. The average portfolio balance increased $271 million to $1.8 billion during the year ended December 31, 1998, primarily attributed to the addition of $1.9 billion of the Company's multi-family loans securitized with FNMA during September 1998, having a weighted average rate of 7.39%. The weighted average rates for the years ended December 31, 1998 and 1997, were 7.67% and 7.65%, respectively. Interest income on securities and interest-bearing deposits in other banks was $76.7 million for the year ended December 31, 1998, an increase of $14.7 million from the year ended December 31, 1997. The average portfolio balance increased from $1.0 billion for the year ended December 31, 1997 to $1.1 billion for the year ended December 31, 1998, primarily due to the proceeds received from the GS Holdings Notes, used to fund the Refinancing Transactions during the third and fourth quarters of 1998. The increase in the weighted average rate from 6.11% for the year ended December 31, 1997 to 6.84% for the year ended December 31, 1998 is primarily due to $17.5 million in interest income received on a $65 million federal income tax refund related to Old California Federal and San Francisco Federal. Dividends on FHLB stock were $36.0 million for 1998, an increase of $11.3 million from 1997, due to the amount of such stock owned by the Company as a result of an increase in borrowings under FHLB advances as well as the Golden State Acquisition. The average balance of FHLB stock owned during 1998 and 1997 was $623 million and $403 million, respectively. The weighted average dividend on FHLB stock decreased to 5.78% for 1998 from 6.16% for 1997. Interest Expense. Total interest expense was $1.8 billion for the year ended December 31, 1998, an increase of $321.1 million from the year ended December 31, 1997. The increase is primarily the result of increased borrowings under FHLB advances, the additional deposits and borrowings assumed in the Golden State Acquisition, and the issuance of the GS Holdings Notes. Interest expense on customer deposits, including Brokered Deposits, was $791.1 million for the year ended December 31, 1998, an increase of $44.1 million from the year ended December 31, 1997. The average balance of customer deposits outstanding increased from $16.7 billion in 1997 to $18.9 billion during 1998. The increase in the average balance is primarily due to $11.3 billion in deposits assumed in the Golden State Acquisition, partially offset by $1.4 billion in deposits sold in the Florida Branch Sale, both of which occurred late in the third quarter of 1998. The overall weighted average cost of deposits decreased to 4.20% for the year ended December 31, 1998 from 4.47% for the year ended December 31, 1997, primarily due to the higher average balance of lower rate custodial transaction accounts in 1998 and the lower cost of funds on deposits assumed in the Golden State Acquisition. Page 24 Interest expense on securities sold under agreements to repurchase totalled $153.7 million for the year ended December 31, 1998, an increase of $13.2 million from the year ended December 31, 1997. The average balance of such borrowings for the years ended December 31, 1998 and 1997 was $2.8 billion and $2.5 billion, respectively. The weighted average interest rate on these instruments decreased to 5.40% during the year ended December 31, 1998, from 5.52% for the year ended December 31, 1997, primarily due to a decrease in rates on new borrowings compared to such borrowings during 1997. Interest expense on borrowings totalled $874.7 million for the year ended December 31, 1998, an increase of $263.9 million from the year ended December 31, 1997. The average balance outstanding for the years ended December 31, 1998 and 1997 was $14.4 billion and $9.2 billion, respectively. The weighted average interest rate on these instruments decreased to 6.08% in 1998 from 6.67% in 1997, primarily due to declining market rates in 1998 and the net impact of the Refinancing Transactions. The change in the volume includes the net impact of the Refinancing Transactions and the addition of $5.4 billion in FHLB advances assumed in the Golden State Acquisition as well as the increase in FHLB advances used to fund the purchase of mortgage-backed securities and to fund the sale of deposits in the Florida Branch Sale. Net Interest Income. Net interest income was $765.3 million for the year ended December 31, 1998, an increase of $136.2 million from the year ended December 31, 1997. The interest rate spread decreased to 2.16% for the year ended December 31, 1998 from 2.24% for the year ended December 31, 1997, primarily as a result of prepayments of higher rate interest-earning assets that were replaced with interest-earning assets having comparatively lower yields. The effect of lower yielding assets was partially offset by lower rates on interest-bearing liabilities in a declining rate environment. Noninterest Income. Noninterest income consists primarily of loan servicing fees, customer banking fees and gains on sale and settlement of loans and other assets. In 1998, noninterest income was $441.0 million, an increase of $101.3 million from 1997. Noninterest income for 1998 included a $108.8 million gain on sale of branches, primarily the Florida Branch Sale. Noninterest income for 1997 included gains of $14.0 million from the 1997 Servicing Sale and $25.0 million from the sale of the Company's remaining ACS stock. Excluding these nonrecurring items, noninterest income was $332.1 million in 1998, up $31.4 million from 1997. Increases in customer banking fees and gains on sale of loans were partially offset by lower loan servicing fees. Loan servicing fees, net of amortization of mortgage servicing rights, were $132.5 million for 1998, compared to $143.7 million for 1997. Although the single-family residential loan servicing portfolio, excluding loans serviced for the Bank, increased from $44.9 billion at December 31, 1997 to $65.4 billion at December 31, 1998, loan servicing fees included a $16.7 million increase in amortization of residential servicing rights, primarily due to increased prepayments. During 1998, California Federal sold $7.9 billion in single-family mortgage loans originated for sale as part of its ongoing mortgage banking operations compared to $5.5 billion of such sales for 1997. Customer banking fees were $121.3 million for 1998, compared to $100.3 million for 1997. The increase is primarily attributed to the impact of increased revenues from the retail banking operations acquired in the Golden State Acquisition, partially offset by the impact of the Florida Branch Sale. Gain on sale and settlement of loans was $54.2 million for 1998, compared to $24.7 million for 1997. The increase in 1998 is primarily attributed to $19.2 million in additional gains from residential loan sales in 1998 and the effects of early payoffs and settlement of commercial loans with unamortized discounts of $10.3 million. Noninterest Expense. Total noninterest expense was $764.0 million for 1998, an increase of $113.4 million from 1997, primarily due to merger and integration costs as well as higher levels of operating expenses reflecting the Golden State Acquisition. Page 25 During 1998, the Company incurred $59.2 million in merger and integration costs, primarily severance, conversion and consolidation costs, in connection with the Golden State Acquisition. Compensation and employee benefits expense was $294.0 million for 1998, an increase of $37.5 million from 1997, and was primarily attributed to the Golden State Acquisition as well as the Auto One and GSAC Acquisitions. Occupancy and equipment expense was $99.7 million in 1998, up $17.8 million from 1998, reflecting the effects of the Golden State Acquisition, partially offset by the Florida Branch Sale. Loan expense was $48.2 million for 1998, a decrease of $12.3 million from 1997. The decrease was primarily attributed to a $25.0 million provision for unreimbursable costs related to the foreclosure of single-family loans serviced for others recorded during 1997, partially offset by additional expenses (such as outside appraisal fees, inspection fees and pass-through interest expense) associated with higher volume of loans serviced and higher prepayments during 1998. Provision for Loan Losses. The provision for loan losses decreased in 1998 reflecting management's evaluation of the adequacy of the allowance based on, among other things, past loan loss experience and known and inherent risks in the portfolio, evidenced in part by the continued decline in the Bank's level of non-performing assets. For further information, refer to the "- Balance Sheet Analysis - Allowance for Loan Losses." Provision for Income Tax. During the years 1998 and 1997, Golden State recorded an income tax benefit of $106.4 million and income tax expense of $41.3 million, respectively. Based on resolutions of federal income tax audits and favorable future earnings expectations, management changed its judgment about the realizability of the Company's deferred tax asset. The Company reduced its valuation allowance by $250 million in the second quarter of 1998 in addition to the amount used to offset income during the period. Golden State's effective federal tax rate was (36)% and 2% for the years 1998 and 1997, respectively, while its statutory federal tax rate was 35% during both periods. The difference between the effective and statutory rates was primarily the result of the reductions in the deferred tax asset valuation allowance, partially offset by non-deductible goodwill amortization. Golden State's effective state tax rate was 9% and 15% during 1998 and 1997, respectively. Effective July 1, 1998, the Company's marginal tax rate for future periods increased to 42%. For further information, see note 29 of the Company's Notes to Consolidated Financial Statements. Minority Interest. Minority interest for 1998 includes $36.9 million in net premiums and expenses related to the Bank Preferred Stock Tender Offers. Dividends on the Bank Preferred Stock (net of amounts paid to GS Holdings), the FN Holdings Preferred Stock and the REIT Preferred Stock totalling $42.1 million, $.6 million and $33.1 million, respectively, were also recorded during 1998. Minority interest relative to the REIT Preferred Stock is reflected on the consolidated statements of income net of the income tax benefit of $12.5 million for 1998, which will inure to the Company as a result of the deductibility of such dividends for income tax purposes. Minority interest for 1998 also includes $2.2 million representing that portion of Auto One's loss attributable to the 20% interest in the common stock of Auto One that was issued as part of the GSAC Acquisition. Dividends on the Bank Preferred Stock, the FN Holdings Preferred Stock and the REIT Preferred Stock totalling $52.7 million, $12.8 million and $36.6 million, respectively, were recorded during 1997. Minority interest relative to the REIT Preferred Stock is reflected on the consolidated statements of income net of the income tax benefit of $5.3 million for 1997, which will inure to the Company as a result of the deductibility of such dividends for income tax purposes. Extraordinary Items. During 1998, the Company defeased the 121/2% Parent Holdings Notes in the Parent Holdings Defeasance for an aggregate purchase price, including accrued interest payable, of $553.7 million. During 1998, the Company also purchased $914.5 million aggregate principal amount of the FN Holdings Notes in the Debt Tender Offers for an aggregate purchase price, including accrued interest payable, of $1.1 billion. The amount of expenses and tender premiums paid in connection with such purchase totalled $150.3 million, net of income taxes, and is reflected as an extraordinary loss on early extinguishment of debt on Golden State's consolidated statement of income for 1998. Page 26 Provision for Federal and State Income Taxes During the years 1999, 1998 and 1997, Golden State recorded income tax expense (benefit), excluding the tax effects associated with extraordinary items and minority interest in 1999, 1998 and 1997, of $309.2 million, $(106.4) million, and $41.3 million, respectively. Included in 1999 income tax expense is a $122.7 million provision in lieu of taxes resulting from adjustments related to pre-merger tax benefits, in the form of net operating loss carryovers and other items, which are retained by the previous owners of FN Holdings. To the extent these tax benefits are recognized, there is a reduction in income tax expense, which is offset by an increase in minority interest: provision in lieu of income tax expense. These adjustments resulted from 1998 tax filings in the third quarter of 1999. The Company's effective federal income tax rates were 38%, (36)% and 2% in 1999, 1998 and 1997, respectively. The Company's federal statutory income tax rate was 35% in each of the years 1999, 1998 and 1997. For the year ended December 31, 1999, the difference between the effective and statutory rates was primarily the result of non-deductible goodwill amortization. For the years ended December 31, 1998 and 1997, the difference between the effective and statutory rates was primarily the result of a reduction in the deferred tax asset valuation allowance, partially offset by non-deductible goodwill amortization. During the years 1999, 1998 and 1997, Golden State's effective state tax rate was 8%, 9% and 15%, respectively. Prior to the Golden State Acquisition, for federal income tax purposes, the Bank, FN Holdings and Mafco Holdings were parties to a tax sharing agreement effective as of January 1, 1994 (the "Tax Sharing Agreement"), pursuant to which: (a) the Bank paid to FN Holdings amounts equal to the income taxes that the Bank would be required to pay if it were to file a return separately from the affiliated group of which Mafco Holdings is the common parent (the "Mafco Group") and (b) FN Holdings paid to Mafco Holdings amounts equal to the income taxes that FN Holdings would be required to pay if it were to file a consolidated return on behalf of itself and the Bank separately from the Mafco Group. The Tax Sharing Agreement allowed the Bank to take into account, in determining its liability to FN Holdings, any net operating loss carryovers that it would have been entitled to utilize if it had filed a consolidated return on behalf of itself for each year since the formation of the Bank. Accordingly, pursuant to the Tax Sharing Agreement, the benefits of any net operating losses generated by the Bank since its formation are retained by the Bank and FN Holdings. In connection with the Golden State Acquisition, for any taxable period ending after September 11, 1998, (a) the Company replaced Mafco Holdings and assumed all of the rights and obligations of Mafco Holdings under the Tax Sharing Agreement with respect to such taxable periods; (b) GS Holdings replaced FN Holdings under the Tax Sharing Agreement and assumed all of the rights and obligations of FN Holdings under the Tax Sharing Agreement with respect to such taxable periods; and (c) California Federal continued to be bound by the Tax Sharing Agreement. Mafco Holdings continued to be bound for all obligations accruing for taxable periods on or prior to September 11, 1998. The Bank had generated significant federal income tax net operating losses since it was organized in December 1988. This is due, in part, to the fact that, under applicable federal income tax law, certain financial assistance received by the Bank pursuant to an assistance agreement among the FSLIC, the Bank and certain affiliates of the Bank, was excluded from the taxable income of the Bank. In addition to such tax-free financial assistance, the Bank had been entitled to its normal operating deductions, including interest expense and certain losses relating to its loan portfolio. As a result, the Bank generated significant net operating losses for federal income tax purposes even though its operations were profitable. Furthermore, under the reorganization provisions of the Code, the Bank succeeded to certain net operating loss carryovers of five insolvent Texas savings and loan associations acquired in an FSLIC-assisted transaction in 1988. Page 27 Under federal tax law, Parent Holdings, FN Holdings and the Bank are subject to several liability with respect to the consolidated federal income tax liabilities of the Mafco Group for any taxable period during which Parent Holdings, FN Holdings or the Bank is, as the case may be, a member of such group. Therefore, Parent Holdings, FN Holdings or the Bank may be required to pay the Mafco Holdings consolidated federal tax liability notwithstanding prior payments made under the Tax Sharing Agreement by FN Holdings or the Bank to Mafco Holdings. Mafco Holdings has agreed, however, under the Tax Sharing Agreement, to indemnify FN Holdings and the Bank for any such federal income tax liability (and certain state and local tax liabilities) of Mafco Holdings or any of its subsidiaries (other than FN Holdings and the Bank) that FN Holdings or the Bank is actually required to pay. In connection with the Golden State Acquisition, the Company deconsolidated from the Mafco Group. As a result, only the amount of the net operating losses ("NOLs") of the Company not utilized by the Mafco Group on or before December 31, 1998 are available to offset taxable income of the Company thereafter. At September 11, 1998, had the Company filed a consolidated federal income tax return on behalf of itself and its subsidiaries for each of the years since the formation of the Company, it would have had regular NOL carryforwards, for federal income tax purposes, of approximately $1.8 billion. Upon deconsolidation, the NOLs available to offset taxable income of the Company were initially estimated to be reduced by $900 million. This reduction of NOLs and other tax attributes (the "Deconsolidation Adjustment") resulted in a $230.2 million reduction in retained earnings during 1998. The Deconsolidation Adjustment was revised during 1999 based upon the actual filing of the Mafco Group 1998 consolidated federal income tax return (including the Company's operations through September 11, 1998) and may continue to change based upon the results of Internal Revenue Service ("IRS") audits for all open years of Mafco and the Company. Any change to the Deconsolidation Adjustment will be recorded as an adjustment to the amounts due or distributions made to the previous owners of FN Holdings. In addition, adjustments related to the valuation allowance as a result of the Deconsolidation Adjustment will be recorded as an adjustment to federal income tax expense. Such adjustment will be offset by minority interest since under the merger agreement with Golden State the tax benefits from any NOLs and other tax attributes of Parent Holdings and subsidiaries are retained by the previous owners of FN Holdings. Accordingly, any change to the Deconsolidation Adjustment should have no impact on Golden State's effective tax rate. Changes are recorded in the period during which such change is determined. During 1999, a tax benefit of $122.7 million was recognized, and a corresponding increase to minority interest was recorded in accordance with the Golden State Merger agreement. In addition, the Company recorded an adjustment of $15.5 million (which increased retained earnings) to reduce the Deconsolidation Adjustment to $214.7 million. These adjustments resulted from 1998 tax filings in the third quarter of 1999. At December 31, 1999, the Company had regular NOL carryforwards for federal income tax purposes of approximately $801 million, which are available to offset future federal taxable income, if any, through 2009. In addition, the Company had alternative minimum tax credit carryforwards of approximately $68 million which are available to offset future federal regular income taxes, if any, over an indefinite period. The IRS is examining the 1991 through 1995 federal income tax returns of the Company and any NOL carryforwards are subject to review and disallowance, in whole or in part, by the IRS. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes, a deferred tax liability has not been recognized for the base year reserves of the Bank. The base year reserves are generally the balance of the tax bad debt reserve as of December 31, 1987 reduced proportionately for reductions in the Bank's loan portfolio since that date. At December 31, 1999, the amount of those reserves was $305 million. The amount of the unrecognized deferred tax liability at December 31, 1999 was $107 million. Circumstances that may require an accrual of this unrecorded tax liability are a failure to meet the definition of a "bank" for federal income tax purposes, dividend payments in excess of tax earnings and profits, and other distributions, dissolution, liquidation or redemption of stock, excluding preferred stock meeting certain conditions. The Company is subject to taxation in certain states in which it operates, including California. For California franchise tax purposes, savings institutions are taxed as "financial corporations." Financial corporations are taxed at the general corporate franchise tax rate plus an "in lieu" rate based on their statutory exemption from local business and personal property taxes. Page 28 Balance Sheet Analysis At December 31, 1999, Golden State's assets totalled $57.0 billion, up from $54.9 billion at December 31, 1998. The increase was primarily due to growth in loans receivable and the investment portfolio, primarily mortgage-backed securities available for sale, partially offset by a reduction in loans held for sale and mortgage-backed securities held to maturity. (For a discussion of the loan portfolio, see --"Loan Portfolio.") The growth in interest-earning assets was largely funded by increased borrowings from the FHLB. For further information on the Company's management of assets and liabilities, as well as information on the Company's liquidity and capital, see -"Risk Management," - --"Liquidity" and --"Capital Management." Investment Activities The Bank is required by OTS regulations to maintain a specified minimum amount of liquid assets which may be invested in specified securities. The Bank is also permitted to invest in certain other types of securities. Securities balances (including cash equivalent securities) exceeding minimum federal requirements are subject to change over time based on the Bank's asset/liability funding needs and interest rate risk management objectives. The Bank's liquidity levels take into consideration anticipated future cash flows and all available sources of credit. Liquidity is maintained at levels management believes are appropriate to assure future flexibility in meeting anticipated funding needs, including deposit withdrawal requests, loan funding commitments, and other investment or restructuring requirements. For further information regarding liquidity, refer to --"Liquidity." Cash Equivalents Cash equivalents totalled $593.0 million and $968.0 million at December 31, 1999 and 1998, respectively. The Company sells federal funds, purchases securities under agreements to resell, and invests in interest-bearing deposits in other banks to help meet the Bank's regulatory liquidity requirements and as temporary holdings until the funds can be otherwise deployed or invested. Securities Available for Sale Securities available for sale totalled $1.1 billion and $770.7 million at December 31, 1999 and 1998, respectively. They consist primarily of U.S. government and agency obligations. At December 31, 1999 and 1998, marketable equity securities include Golden State's investment in Precept Business Services, Inc. of $0.7 million and $2.1 million, respectively, which was acquired by the Bank in a distribution from ACS and distributed by the Bank to GS Holdings as a dividend in kind during the second quarter of 1998. For further information, refer to note 8 of the Company's Notes to Consolidated Financial Statements. Securities Held to Maturity Securities held to maturity totalled $185.4 million and $251.0 million at December 31, 1999 and 1998, respectively. They consist of commercial paper and municipal securities. For further information, refer to note 9 of the Company's Notes to Consolidated Financial Statements. Mortgage-backed Securities Available for Sale Mortgage-backed securities available for sale totalled $13.8 billion and $12.9 billion at December 31, 1999 and 1998, respectively. At December 31, 1999, and 1998, mortgage-backed securities available for sale included securities totalling $928.7 million and $1.1 billion, respectively, which resulted from the securitization of certain qualifying mortgage loans from the Bank's portfolio. Mortgage-backed securities available for sale included $4.3 billion, and $5.6 billion of variable-rate securities as of December 31, 1999, and 1998, respectively. Page 29 Golden State maintains a significant portfolio of mortgage-backed securities as a means of investing in housing-related mortgage instruments without the costs associated with originating mortgage loans for portfolio retention and the credit risk of default which arises in holding a portfolio of loans to maturity. By investing in mortgage-backed securities, management seeks to achieve a positive spread over the cost of funds used to purchase these securities. Mortgage-backed securities available for sale are carried at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of stockholders' equity. Premiums and discounts on the purchase of mortgage-backed securities are amortized or accreted as a yield adjustment over the life of the securities using the interest method, with the amortization or accretion effect of prepayments being adjusted based on revised estimates of future repayments. Mortgage-backed securities generally yield less than the loans which underlie such securities because of their payment guarantees or credit enhancements which reduce credit risk. In addition, mortgage-backed securities are more liquid than individual mortgage loans and may be used to collateralize borrowings. Mortgage-backed securities issued or guaranteed by the Government National Mortgage Association ("GNMA") are generally weighted at 0% for risk-based capital purposes. Mortgage-backed securities issued or guaranteed by the Federal National Mortgage Association ("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC") (except interest-only securities or the residual interests in collateralized mortgage obligations ("CMOs")) are generally weighted at 20% for risk-based capital purposes, compared to a weight of 50% to 100% for residential loans. The Company held privately issued CMOs with an aggregate carrying value of $9.2 billion at December 31, 1999. The following represents all such investments with a carrying value in excess of 10% of stockholders' equity (in millions): Aggregate Aggregate Fair Issuer Amortized Cost Market Value - ------ -------------- -------------- ABN AMRO Mortgage Corp. $233 $229 BA Mortgage Securities, Inc. 535 518 Cendant Mortgage Corporation 385 374 Chase Mortgage Finance Corporation 485 469 Citicorp Mortgage Securities, Inc. 222 214 Countrywide Home Loans 593 571 First Nationwide Trust 334 315 GE Capital Mortgage Services, Inc. 742 718 Nationsbanc Montgomery Funding Corp. 188 180 Norwest Asset Securities Corp. 779 748 PNC Mortgage Securities Corp. 302 292 Residential Funding Mortgage Securities 1,191 1,155 At December 31, 1999, all of the mortgage-backed securities held by the Company had one of the two highest credit ratings from one or more of the national rating agencies except for $271.4 million, of which $76.7 million are non-rated CMO residual class securities formed by Old California Federal's and Glendale Federal's originations of residential mortgages. Credit ratings, however, may be subject to revision or withdrawal at anytime by such rating agencies. The mortgage-backed securities which Golden State purchases and maintains in its portfolio include certain CMOs. A CMO is a special type of pay-through debt obligation in which the stream of principal and interest payments on the underlying mortgages or mortgage-backed securities is used to create classes with different maturities and, in some cases, amortization schedules, and a residual class of the CMO security being sold, with each such class possessing different risk characteristics. The residual interest sold represents any residual cash flows which result from the excess of the monthly receipts generated by principal and interest payments on the underlying mortgage collateral and any reinvestment earnings thereon, less the cash payments to the CMO holders and any administrative expenses. As a matter of policy, due to the risk associated with residual interests, the Company does not invest in the residual interests of CMOs. Page 30 For further information on mortgage-backed securities available for sale, refer to note 10 of the Company's Notes to Consolidated Financial Statements. Mortgage-backed Securities Held to Maturity At December 31, 1999 and 1998, mortgage-backed securities held to maturity totalled $2.1 billion and $2.8 billion, respectively. Mortgage-backed securities held to maturity are carried at amortized cost unless there is evidence of a decline in value that is other than temporary. Other than temporary declines in value are charged to income in the periods in which the declines are determined. Premiums and discounts on the purchase of mortgage-backed securities are amortized or accreted as a yield adjustment over the life of the securities using the interest method, with the amortization or accretion effect of prepayments being adjusted based on revised estimates of future repayments. For further information on mortgage-backed securities held to maturity, refer to note 11 of the Company's Notes to Consolidated Financial Statements. Sources of Funds Deposits, sales of securities under agreements to repurchase, advances from the FHLB of San Francisco, sales, maturities and principal repayments on loans and mortgage-backed securities and issuances of debentures and preferred stock have been the major sources of funds for use in the Company's lending and investment activities and other general business purposes. Management closely monitors rates and terms of competing sources of funds on a daily basis and utilizes the source which is most cost-effective. The availability of funds from sales of loans and securities is influenced by the levels of general interest rates and other market conditions. For additional information regarding the Company's sources of funds, see --"Liquidity" and the Company's Consolidated Statements of Cash Flows in the Consolidated Financial Statements. Loan principal and interest payments are a relatively stable source of funds, while customer deposit inflows and outflows, and loan repayments and prepayments are influenced significantly by the levels of general interest rates and money market conditions, and may fluctuate widely. Borrowings may be used to compensate for reductions in normal sources of funds such as customer deposits. Deposits The Company offers a variety of deposit accounts designed to attract both short-term and long-term deposits. There are no rate limitations on any type of deposit account presently offered by the Company. At December 31, 1999, deposits totalled $23.0 billion, compared with $24.6 billion at December 31, 1998.

Page 31 Total deposits at December 31, 1999 and 1998 included escrow balances for loans serviced for others (custodial accounts) of $813.7 million, and $1.5 billion, respectively. Deposit balances averaged $23.9 billion and $18.8 billion during 1999 and 1998, respectively, with average interest rates of 3.74% and 4.17%, respectively. The weighted average stated interest rates on deposits at December 31, 1999 and 1998 were 3.72% and 4.22%, respectively. The following table presents the average balance and weighted average rate paid on each deposit type of the Bank for the periods indicated, excluding the impact of purchase accounting adjustments:

The following table sets forth the scheduled maturities of the Company's term accounts by stated interest rate at December 31, 1999 (in millions):

The following table sets forth remaining maturities for the Company's term deposits in amounts of $100,000 or more at December 31, 1999 (in millions): 3 months or less $ 768 Over 3 months but within 6 months 595 Over 6 months but within 12 months 627 Over 12 months 748 -------- $2,738 ======== At December 31, 1999, the aggregate amount outstanding of certificates of deposit of $100,000 or larger at the Company was $2.7 billion, compared with $2.9 billion at December 31, 1998. Deposits held by foreign investors at the Bank totalled $92.3 million and $101.0 million at December 31, 1999 and 1998, respectively. The Bank's deposit accounts are held primarily by individuals residing in the vicinity of its retail branch offices located in California and Nevada. The Bank has emphasized, and will continue to emphasize, a retail branch network for attracting deposits. Key market areas, particularly the West Coast region, will continue to be targeted for expansion of retail deposits and the cross-selling of additional consumer products. Page 32 The Bank issues certificates of deposit through direct placement programs and national investment banking firms ("Brokered Deposits"). These deposits are usually in amounts less than $100,000 and are obtained from a diverse customer base. These funds are generally more costly than traditional passbook and money market deposits and are more volatile as a source of funds because of their sensitivity to the rates offered. However, they are used to supplement retail customer deposits in raising funds for financing and liquidity purposes. At December 31, 1999, California Federal had $390 million of Brokered Deposits outstanding, representing 1.70% of total deposits. For more information on deposits, refer to note 18 of the Company's Notes to Consolidated Financial Statements. Borrowings The Company and the Bank utilize various borrowings as alternative sources of funds for their business needs. These sources have included securities sold under agreements to repurchase, FHLB advances, senior and subordinated debentures and the purchase of federal funds. Short-term Borrowings. Short-term borrowings consist of securities sold under agreements to repurchase, federal funds purchased, and short-term FHLB advances. These instruments are discussed more fully in the subsequent sections. The following table sets forth for the Company each category of borrowings due within one year, including the average amount outstanding and the maximum amount outstanding at the end of the period. Amounts and rates reflected in the table exclude accrued interest payable and purchase accounting adjustments.

Page 33 At December 31, 1999, the Company had an estimated additional secured borrowing capacity of $3.8 billion with the FHLB and other sources. Securities Sold Under Agreements to Repurchase. The Company enters into reverse repurchase agreements whereby it sells marketable U.S. government and mortgage-backed securities and CMOs with a commitment to repurchase the securities at a specified price and on a specified date. These agreements are recorded as financings, and the obligation to repurchase assets sold is reflected as a liability on the consolidated balance sheet. The carrying value of assets underlying the agreements is included in the asset accounts. The securities underlying the agreements are delivered to the dealers who arranged the transactions. The counterparty to the repurchase agreement may have loaned the securities to other parties in the normal course of their operations; however, all agreements require that the identical securities be resold to the Company at the maturity of the agreements. In order to reduce possible risks associated with these borrowing transactions, the reverse repurchase agreements are generally entered into with national investment banking firms and major commercial banks which are primary dealers in these securities. Federal Funds Purchased. California Federal must meet legal reserve requirements on a daily basis by maintaining a specified total amount of deposits at the Federal Reserve Bank and vault cash. Occasionally, the Bank may borrow funds from another bank with excess reserves to meet its requirements for the day. These borrowings are repaid with interest at maturity based on the federal funds rate. FHLB Advances. The FHLB functions in a credit capacity for savings institutions and certain other home financing institutions. California Federal is a member of the FHLB System. Among other benefits, FHLB membership provides the Bank with a central credit facility from which it may generally borrow through advances secured by its home mortgages and other assets (principally securities which are obligations of, or guaranteed by, the U.S. government). Such advances may be made pursuant to several different credit programs made available from time to time by the FHLB to meet seasonal activity and other withdrawals of deposit accounts and to expand lending, each of which has its own interest rate and range of maturities. The FHLB prescribes the acceptable uses, as well as limitations on the size of such advances. Depending on the program, such limitations are based either on a fixed percentage of the institution's net worth or on the FHLB's assessment of the institution's creditworthiness. The following table presents the carrying value and weighted average rate paid on FHLB advances for the periods indicated, excluding accrued interest payable and the impact of purchase accounting adjustments (dollars in millions):

The Bank is required to own capital stock in the FHLB in an amount equal to the greater of: (a) 1% of the aggregate outstanding principal amount of its residential mortgage loans, home purchase contracts and similar obligations at the beginning of each calendar year, (b) 0.3% of total assets, or (c) 5% of its FHLB advances. The Bank currently complies with FHLB stock ownership requirements. For further information, refer to note 20 of the Company's Notes to Consolidated Financial Statements. Page 34 Interest Rate Swap Agreements. The Company has used interest rate swap agreements to adjust its interest rate risk exposure on variable-rate reverse repurchase agreements and FHLB advances. The Company had interest rate swap agreements with a notional principal amount of $2.6 billion outstanding at December 31, 1999. There were no interest rate swap agreements outstanding at December 31, 1998. The notional amount does not represent amounts exchanged by the parties and thus, is not a measure of the Company's exposure at that time. The Company receives a variable rate based on the London Interbank Offered Rate ("LIBOR") and pays a fixed rate under these agreements. In order to reduce possible counterparty nonperformance risk, the Company has entered into interest rate swap agreements only with primary dealers in U.S. government securities and the FHLB of San Francisco. GS Holdings Notes. On August 6, 1998, GS Escrow, which subsequently merged into GS Holdings, issued $2 billion principal amount of fixed and floating rate notes (the "GS Holdings Notes"). The GS Holdings Notes are unsecured and unsubordinated obligations of GS Holdings and rank in right of payment with all other unsubordinated and unsecured indebtedness of GS Holdings. The terms and conditions of the respective note indentures impose restrictions that affect, among other things, the ability of GS Holdings to incur debt, pay dividends or make distributions, engage in a business other than holding the common stock of the Bank and similar banking institutions, make acquisitions, create liens, sell assets and make certain investments. For additional information on the GS Holdings Notes and other borrowings, refer to note 20 of the Company's Notes to Consolidated Financial Statements. Mortgage Banking Activities Mortgage banking activities allow the generation of fee income without the associated capital retention requirements attributable to traditional real estate lending activities. Generally, the Company originates fixed-rate 1-4 unit residential loans for sale in the secondary mortgage market. The Company employs forward sale hedging techniques to minimize the interest rate and pricing risks associated with the origination and sale of such loans. The Company has also entered into one-year flow agreements with third party lenders whereby the Company has committed to purchase newly originated mortgage loan servicing rights for monthly or quarterly deliveries up to an agreed upon total principal amount. At the time of origination, management identifies 1-4 unit residential loans that are expected to be sold in the foreseeable future. At December 31, 1999, management had identified $729.1 million of 1-4 unit residential loans as held for sale. These loans have been classified as loans held for sale, net in the consolidated balance sheet at December 31, 1999 and are recorded at the lower of aggregate amortized cost or market value. At December 31, 1999, the Company had forward and whole loan sale commitments to sell loans totalling $903.5 million. In addition, FNMC had entered into commitments to originate and purchase fixed- and variable-rate loans (mortgage loan pipeline) of $2.4 billion. At December 31, 1999, the Company had $1.3 billion in mortgage servicing rights, an increase of $328.8 million from December 31, 1998. The 1-4 unit residential loans serviced for others (including loans sub-serviced for others and excluding loans serviced for the Bank) totalled $72.9 billion in December 31, 1999, an increase of $7.5 billion from December 31, 1998. While the serviced for others portfolio has grown 13% in unpaid principal balance ("UPB") since December 31, 1998, the loan count has actually declined by 11,000 loans between the two years, as the average loan balance serviced has increased from $82,000 in 1998 to $94,000 at the end of 1999. This is due in part to the 1999 Servicing Sale of low UPB servicing (49,000 loans with $2.0 billion UPB) that FNMC effected during the year. The servicing portfolio of FNMC, including loans serviced for the Bank, approximated $96.5 billion and 944,927 loans as of December 31, 1999. Substantially all of FNMC loans are serviced in a 230,000 square foot facility in Frederick, Maryland. Mortgage loan sales, primarily fixed-rate loans sold to FNMA, FHLMC, GNMA and private investors, totalled $9.7 billion and $7.9 billion in 1999 and 1998, respectively. First Nationwide Bank, A Federal Savings Bank ("Old FNB"), Old California Federal and Glendale Federal occasionally sold 1-4 unit residential loans under recourse provisions; such liabilities were assumed by the Company in its 1994 acquisition of the assets and certain liabilities of Old FNB (the "FN Acquisition"), in the Cal Fed Acquisition, and in the Glen Fed Merger. As of December 31, 1999, the balance of 1-4 unit residential loans sold with certain recourse provisions totalled $896.8 million. Page 35 During 1999 and 1998, FNMC acquired mortgage-servicing rights on loan portfolios of $14.5 billion and $31.2 billion, respectively. The Company sold servicing rights on portfolios of approximately $2.1 billion and 50,700 loans in 1999, $144.2 million and 3,527 loans in 1998, and $2.3 billion and 52,000 loans in 1997. Gains of $16.3 million, $0.3 million and $14.0 million were recognized on these sales in 1999, 1998 and 1997, respectively. During 1999, the Company, through FNMC, originated $8.4 billion and sold $9.7 billion of 1-4 unit residential loans held for sale. Gross revenues from mortgage loan servicing activities for 1999 totalled $281.8 million, an increase of $61.2 million from 1998. Gross loan servicing fees for 1999 and 1998 were reduced by $208.2 million and $156.2 million, respectively, of amortization of servicing rights to arrive at net loan servicing fees of $73.6 million and $64.5 million, respectively, for FNMC. The Company, through FNMC, has generally retained the right to service the loans it has sold. FNMC collects payments of principal and interest from the borrower and, after retaining a servicing fee, remits the balance to the investors. When a loan is sold and MSRs are retained, a portion of the cost of originating the mortgage loan is allocated to the MSR based on its relative fair market value. The servicing asset is amortized in proportion to, and over the period of, estimated net servicing income. The net gains on sales of 1-4 unit residential loans during 1999, 1998 and 1997 totalled $14.9 million, $32.3 million and $13.1 million, respectively, and included amounts related to the capitalization of originated and excess MSRs of $193.9 million, $170.0 million and $120.5 million, respectively. The Company monitors the prepayments on the loans serviced for investors and reduces the balance of the asset if the actual prepayments are in excess of the estimated prepayment trends used to record the original asset. The Company's assumptions relative to the prepayment speed, discount and servicing fee rates are reviewed periodically to reflect current market conditions and regulatory requirements. The Company measures the impairment of MSRs based on the difference between the carrying amount of the MSRs and their current fair value. At December 31, 1999 and 1998, the Company believes that no allowance for impairment of the MSRs was necessary. At December 31, 1999, the Company, through FNMC, owned rights to service approximately $72.9 billion of whole loans, participation interests and mortgage-backed securities for others. These loans have an average balance of $94,165, a weighted average coupon rate of 7.46%, a weighted average maturity of 284 months and a service fee spread of 0.40%. The greater than 30 day delinquency rate on these loans (including delinquent bankruptcies, foreclosed loans and loans in foreclosure) at December 31, 1999 was 1.30%. For information regarding the effect of interest rate changes or mortgage banking activities, see --"Risk Management--Mortgage Banking Risk Management." Loan Portfolio The Company's principal lending activity is the origination of adjustable and fixed-rate mortgage loans secured by residential real estate. The Company also originates certain commercial real estate loans as well as consumer loans, which principally consist of adjustable-rate home equity lines of credit. In connection with the Glen Fed Merger, the Company acquired a portfolio of business banking loans, which primarily have adjustable rates. Prior to 1997, the commercial real estate lending activity of the Company had been limited to restructuring and refinancing existing portfolio loans, and multi-family loans originated under its affordable housing program. The Company commenced the origination of multi-family (5+ units) and commercial loans on a limited basis during 1997. The Company also participates in a number of other affordable housing programs and initiatives. During 1999, increased focus was placed on expanding the percentage of non-residential loans in the total portfolio. As a result, originations for 5+ residential and commercial real estate loans increased from $313 million in 1998 to $733 million in 1999. In addition, the commercial banking group was expanded to heighten focus on small business and middle market lending. Page 36 The following table reflects activity related to loans receivable, excluding loans held for sale: Year Ended December 31, ----------------------- 1999 1998 ------- ------- (in millions) Balance at beginning of period $30,784 $19,921 Originations: 1-4 unit residential 7,344 3,457 5+ unit residential 568 181 Commercial real estate 165 132 Equity line 363 210 Other consumer 61 42 Business banking 610 81 Purchases: Glen Fed Merger -- 14,562 Auto One 486 317 GSAC Acquisition -- 112 Other 1,712 409 Sales (19) (11) Foreclosures (102) (119) Payments, payoffs and other (7,645) (8,510) ------- ------- Balance at end of period $34,327 $30,784 ======= ======= The composition of the Company's loan portfolio, excluding loans held for sale, is as follows:

In addition to the interest earned on its loans, the Company charges fees for loan originations, prepayments, modifications, late payments, changes of property ownership and other similar services. The amount of this fee income varies with the volume of loan originations, prepayments, the general economic conditions affecting the portfolio and other competitive factors affecting the mortgage market. Generally, late charges are assessed when payments are delinquent. On loans secured by real estate, these charges are generally limited to 4% to 6% of the overdue payment of principal and interest and cannot be imposed until the payment is more than 15 days late, in accordance with the contractual terms of the loans and regulatory requirements in effect when the loans were made. Page 37 The following table presents the Company's real estate loan portfolio (excluding loans held for sale), by collateral type, interest rate type and state concentration at December 31, 1999:

- -------- (1) Real estate loans involving property located in 44 states, Puerto Rico and the District of Columbia; not more than 1% of the total amount of such loans are located in any one state. The following table summarizes the Company's loan portfolio, excluding loans held for sale, at December 31, 1999, based upon contractually scheduled principal payments allocated to the indicated maturity categories. This table does not reflect expected prepayments. Due Due Over One Due Within But Within Over One Year Five Years Five Years Total -------- ---------- ---------- ----- (in millions) Real estate loans: 1-4 unit residential Fixed-rate $ 43 $ 59 $ 6,595 $ 6,697 Variable-rate 6 32 20,231 20,269 5+ unit residential Fixed-rate 11 56 410 477 Variable-rate 104 490 1,810 2,404 Commercial real estate and other Fixed-rate 38 127 382 547 Variable-rate 212 1,148 698 2,058 ---- ------ ------- ------- Total 414 1,912 30,126 32,452 ---- ------ ------- ------- Commercial and consumer loans: Fixed-rate 115 761 133 1,009 Variable-rate 294 108 464 866 ---- ------ ------- ------- Total 409 869 597 1,875 ---- ------ ------- ------- Total loans receivable $823 $2,781 $30,723 $34,327 ==== ====== ======= ======= 1-4 Unit Residential Lending The Company currently offers three primary 1-4 unit residential ARM programs, and a variety of 1-4 unit fixed-rate programs with maturities ranging from 15 to 30 years. The Company's 1-4 unit residential loans are originated by FNMC through three channels: retail, wholesale and correspondent. The Company, through its acquisitions, has a significant retail origination presence in California. Wholesale originations (where loans are acquired from independent loan brokers) are conducted through regional wholesale offices throughout the United States. The Company also purchases newly originated loans from correspondents throughout the United States and through contracts to administer various housing bond and other private mortgage lending programs. The Company originates adjustable-rate mortgage ("ARM") loans on 1-4 unit residential real estate, which have generally been held for Page 38 investment, and fixed-rate 1-4 unit residential loans, which are generally held for sale to the secondary mortgage market. Adjustable-rate programs include loans which: (a) provide for monthly interest rate adjustments after the third month based upon the twelve month average of the monthly one year Treasury Bill index, (b) provide for annual rate adjustments based upon the weekly average yield on U.S. Treasury securities adjusted to a constant maturity of one year, (c) provide for annual rate adjustments based upon the weekly average yield on U.S. Treasury securities adjusted to a constant maturity of one year after an initial fixed-rate period of three, five or seven years. None of the ARM products currently offered is convertible. A variety of features are incorporated into ARM loans to protect borrowers from unlimited adjustments in interest rates and payments. All ARMs have lifetime caps which limit the amount of rate increases over the life of the loan. ARMs whose rates adjust annually have rate caps which limit the amount that rates can change to two percentage points per year. Loans which adjust monthly based upon the twelve month average of the monthly one year Treasury Bill index limit payment changes to no more than 7.5% of the payment amount per year. This may lead to monthly payments which are less than the amount necessary to amortize the loan to maturity at the interest rate in effect for any particular month. In the event that the monthly payment is not sufficient to pay interest accruing on the loan during the month, this deficiency is added to the loan's principal balance (i.e., negative amortization). The total outstanding principal balance for a particular loan under this program is not allowed to exceed 110% of the original loan amount as a result of negative amortization. The Company's portfolio of 1-4 unit residential mortgage loans contains other loan products which may negatively amortize, generally to not more than 125% of the original loan amount. Every five years and at any time the loan reaches its maximum amount, the loan payment is recalculated to the payment sufficient to repay the unpaid principal balance in full at the maturity date. As of December 31, 1999, the Company's capitalized interest relative to such 1-4 unit residential loans was approximately $16.5 million. This amount represents approximately 0.41% of the approximately $4.0 billion of 1-4 unit residential ARMs that have the potential to experience negative amortization. The Company also originates 15- and 30-year fully amortizing 1-4 unit fixed-rate residential loans under a variety of fixed-rate programs, primarily for resale in the secondary mortgage market. When 1-4 unit residential loans are sold, FNMC normally retains the servicing of the loan. On all ARM products, the Company offers a three-year prepayment penalty pricing option, wherein the borrower receives favorable pricing in exchange for agreeing to pay a fee in the event that the borrower prepays more than 20% of the original principal balance in any rolling twelve-month period during the first three years after the inception of the loan. On all fixed-rate products except for 15-year conforming loans, the Company offers a similar prepayment penalty pricing option that applies during the first five years after inception of the loan. The penalty does not apply if the prepayment occurs in connection with the sale of the property securing the loan. FNMC originated $9.1 billion of loans with prepayment penalty options for the Company during 1999. See "--Mortgage Banking Activities" for a further discussion of these activities. The following table summarizes 1-4 unit residential loan originations for the years ended December 31, 1999 and 1998 (in millions):

Page 39 The Company attempts to mitigate the credit risks associated with mortgage lending activities by the use of carefully developed underwriting standards. Substantially all 1-4 unit residential loans originated are underwritten to conform with standards adopted by FNMA, FHLMC, GNMA, or other secondary market investors. Accordingly, the Company's underwriting standards include LTV ratios and maximum loan amounts for both fixed-rate loans and ARMs that closely mirror secondary market requirements. Loans Held for Sale Activity related to loans held for sale for the years ended December 31, 1999 and 1998 is summarized as follows: 1999 1998 ---- ---- (in millions) Balance at beginning of period $2,367 $1,483 Purchases and originations 8,755 9,136 Sales (9,703) (7,892) Payments, payoffs and other (690) (360) ------ ------ Balance at end of period $ 729 $2,367 ====== ====== Loans held for sale are carried at the lower of aggregate amortized cost or market value; substantially all are 1-4 family fixed rate residential loans. Multi-family, Commercial and Other Real Estate Lending While the Company has historically originated multi-family, commercial, and other real estate loans as part of affordable housing programs, it began to originate other commercial real estate loans during 1997 and 1998 on a limited basis. These efforts were enhanced during 1999, in line with the Company's goal to increase its overall portfolio percentage of non-residential loans. The Company's loan portfolio now includes loans that are secured by multi-family residential, commercial, industrial, office and retail real estate properties. The Company's variable-rate multi-family and commercial real estate loans have a maximum amortized loan term of 30 years with loans having balloon payments due in one to 15 years. ARMs primarily adjust with the FHLB 11th District Cost of Funds or the six-month Treasury Bill indices with a monthly or semi-annual rate adjustment. The terms and characteristics of the ARMs originated for multi-family and commercial real estate lending purposes are similar to those for residential lending. As such, many of the same risks and protections related to residential borrowers are present in the multi-family and commercial real estate portfolios, including the potential for negative amortization. Negative amortization for multi-family and commercial real estate loans is allowed to increase the outstanding principal balance to 110% of the original loan amount. If the loan reaches 110% of the original loan amount, all future interest rate increases will increase the monthly payment to amortize the loan over the remaining life of the loan. At December 31, 1999, the Company's capitalized interest relative to such loans was approximately $0.4 million, which represents approximately 0.01% of the $2.9 billion of multi-family and commercial real estate loans that have the potential to experience negative amortization. At December 31, 1999 and 1998, the multi-family and commercial real estate loan portfolio totalled $5.4 billion and $5.6 billion, respectively. The Company originates multi-family and commercial real estate loans through its Commercial Real Estate Group which has loan production and asset management offices located in San Francisco, Los Angeles, Dallas and Phoenix. New loan originations are produced through several sources, including direct borrower solicitation, mortgage brokerage referrals, real estate sales agent referrals, and loan purchases from other investors or originators. Loans are originated or purchased which meet stated underwriting guidelines and pricing guidelines established by the Commercial Real Estate Subcommittee and approved by the Credit Policy Committee of the Bank. Generally multi-family secured loans have LTV ratios of 75% or below and debt coverage ratios ("DCRs") of 1.20 or above. Loans secured by commercial properties (shopping centers, office buildings, warehouses, etc.) generally have LTVs of 70% or below and DCRs of 1.25 and above. Page 40 The following table summarizes origination activity for multi-family, commercial and other real estate loans for the years ended December 31, 1999 and 1998 (in millions): 1999 1998 ---- ---- 5+ unit residential $568 $181 Commercial real estate 165 132 ---- ---- $733 $313 ==== ==== A portion of the Company's MSRs, which are rights to service mortgages held by others, were acquired from Old FNB, Old California Federal, and Glendale Federal which had sold multi-family and commercial real estate loans subject to certain recourse provisions. These recourse liabilities were assumed by the Company in the FN Acquisition, the Cal Fed Acquisition and the Glen Fed Merger. At December 31, 1999, the principal balance of loans sold with recourse totalled $2.1 billion. Consumer Lending The Company's consumer loan originations are primarily concentrated in home equity lending. The portfolio is geographically dispersed across California and Nevada and correlates closely to retail deposit branch distribution. At December 31, 1999, the home equity portfolio totalled $433 million or 64.6% of the total consumer loan portfolio of $670 million. At December 31, 1998, the home equity portfolio totalled $385 million or 61.4% of the total consumer loan portfolio of $627 million. The following table summarizes consumer loan origination activity for the years ended December 31, 1999 and 1998 (in millions): 1999 1998 ---- ---- Equity line $363 $210 Other consumer 61 42 ---- ---- $424 $252 ==== ==== The Company offers a prime-based interest rate home equity line of credit on owner-occupied residential and nonowner-occupied properties. In determining the amount of credit to be extended, all loans secured by the collateral properties are aggregated and compared to the appraised value of the properties. The Company's policy is to extend credit up to a maximum combined LTV ratio of 100%. Other consumer loan products include: fixed-rate home equity installment loans, second trust deed residential loans, credit and retail/consumer loans, mobile home loans, and unsecured lines of credit. The Company generates consumer loan applications at its retail branches. In addition, the Company conducts direct-mail solicitations, principally of its existing customers, for secured loans. All consumer loan processing, servicing and collection operations are located in Sacramento, California. Sub-prime Auto Lending The Company commenced purchases of sub-prime auto loans in connection with the Auto One Acquisition. Auto One has been involved in the sub-prime auto lending business for over ten years, and has an established servicing platform for such loans. At December 31, 1999 and 1998, the Company's sub-prime purchased auto loan portfolio totalled $698 million and $487 million, respectively. Such loans were purchased in bulk from a third party or from independent automobile dealers after the acquisition of Auto One. These purchased loans have fixed interest rates, with terms to maturity based upon the mileage on the collateral vehicle, up to a maximum of 60 months. Approximately 78% of Auto One's current purchases are collateralized with vehicles two years old or newer. Underwriting on loans purchased from dealers is performed by Auto One personnel prior to the purchase. Page 41 Please refer to note 2 of the Company's Notes to Consolidated Financial Statements for a complete discussion of the accounting for purchased sub-prime auto loans. Activity related to purchased sub-prime loans for the years ended December 31, 1999 and 1998 is summarized as follows (in millions):

Business Banking The Company's business banking program has four components: community banking, commercial markets banking, agribusiness lending and Small Business Administration ("SBA") lending. The Company's community business banking product line includes business checking and savings products of various types, cash management products and services, account analysis, payroll services, electronic banking services, and merchant draft services. Community business banking focuses primarily on businesses with annual sales of less than $10 million located in the markets served by the Company's retail banking offices. To meet the credit needs of these business customers, the Company offers a wide variety of secured and unsecured prime-based lines of credit and term loans with maturities up to ten years. The maximum credit commitment offered by community business banking is $1 million. At December 31, 1999, total funded and unfunded credit commitments under the community business banking group totalled $298 million, compared to $267 million at December 31, 1998. The Company, through its commercial markets group, accommodates businesses with annual sales of up to $150 million, but focuses primarily on businesses with annual sales between $10 million and $75 million. The Company offers its commercial markets group customers products including business checking accounts, various cash management services, revolving lines of credit, accounts receivable and inventory financing, and term loans. Specific loan terms are determined based upon the financial strength of the borrower, the amount of credit granted, and the type and quality of collateral available. At December 31, 1999, funded and unfunded credit commitments under the commercial markets group totalled $220 million, compared to $131 million at December 31, 1998. The Company's agribusiness lending program serves the Central Valley region of California and specializes in production loans for crops such as cotton, grapes, nuts, stone fruit and dairy operations, together with agricultural-related businesses, such as processors and packers. At December 31, 1999, funded and unfunded credit commitments under the agribusiness lending program totalled $215 million, compared to $230 million at December 31, 1998. Page 42 The SBA is a federal government agency created to assist small businesses by providing guarantees of loans made to eligible small businesses. Through its SBA lending program, the Company focuses on the long-term needs of small businesses and provides long-term, variable and fixed-rate financing to expanding businesses. The Company has been granted statewide preferred lender status by the SBA. This designation allows the Company to approve SBA guaranteed loan applications without prior review from the SBA, thereby accelerating the decision-making process for small business loan applications. Preferred lenders, the highest lender status awarded by the SBA, enjoy priority funding and service from the SBA. Loans approved through the preferred lender program carry a maximum SBA guarantee of 75%. At December 31, 1999, funded and unfunded credit commitments under the SBA lending program totalled $152 million, compared to $185 million at December 31, 1998. Additionally, the SBA servicing portfolio totalled $130 million and $173 million at December 31, 1999 and 1998, respectively. At December 31, 1999, deposit relationships under the various business banking product lines totalled $1.1 billion. The Company's business banking loan products primarily have adjustable interest rates that are indexed to the Prime Rate. Problem and Potential Problem Assets The Company places a high degree of emphasis on the management of its asset portfolio. The Company has three distinct asset management functions: performing loan asset management, problem loan asset management and credit review. Each of these three functions is charged with the responsibility of reducing the risk profile within the residential, commercial, multi-family and other asset portfolios by applying asset management and risk evaluation techniques that are consistent with the Company's portfolio management strategy and regulatory requirements. In addition to these asset management functions, the Company has a specialized credit risk management group that is charged with development of credit policies and performing credit risk analyses for all asset portfolios. Savings associations are required to classify their assets on a regular basis, establish prudent allowances for loan losses and make quarterly reports of troubled asset classifications to the OTS. Assets must be classified as "pass," "special mention," "substandard," "doubtful" or "loss." An asset is generally designated as "special mention" if potential weaknesses are identified that, if left uncorrected, would result in deterioration of the repayment prospects for the asset. An asset, or a portion thereof, is generally classified as "substandard" if it possesses a well-defined weakness which could jeopardize the timely liquidation of the asset or realization of the collateral at the asset's book value. Thus, these assets are characterized by the possibility that the association will sustain some loss if the deficiencies are not corrected. An asset, or portion thereof, is classified as "doubtful" if identified weaknesses make collectibility or liquidation in full highly questionable and improbable. An asset, or a portion thereof, that is considered to be uncollectible is classified "loss." It should be noted that the Company does not maintain assets in a loss classification category; rather, the carrying value of all troubled assets is reduced by any amount considered to be uncollectible. The OTS has authority to approve, disapprove or modify any asset classification or any amount established as an allowance pursuant to such classification. Savings associations must maintain adequate general valuation allowances in accordance with generally accepted accounting principles and federal regulations for assets classified as "substandard" or "doubtful" and either immediately write off assets classified as "loss" or establish specific valuation allowances equal to the amounts classified as "loss." The Company has a comprehensive process for classifying assets, and asset reviews are performed on a periodic basis. Such reviews are prioritized according to an asset's risk characteristics, such as loan size, collateral type and/or location, and potential loan performance problems. The objective of the review process is to identify significant trends and determine the levels of loss exposure to the Company that would require adjustments to specific and general valuation allowances. If the quality of the Company's loans deteriorates or if the allowance for loan losses is inadequate to absorb actual losses, a material adverse effect on the Company's results of operations and financial condition would be likely to result. The Company considers a loan impaired when, based upon current information and events, it is "probable" that it will be unable to collect all amounts due (i.e. both principal and interest) according to the contractual terms of the loan agreement. Any insignificant delay or insignificant shortfall in amount of payments will not cause a loan to be considered impaired. In determining impairment, the Company considers large non-homogeneous loans including nonaccrual loans, troubled debt restructurings, and performing loans that exhibit, among other characteristics, high LTV ratios, low debt-coverage ratios or other indications that the borrowers are experiencing increased levels of Page 43 financial difficulty. Loans collectively reviewed for impairment by the Company include all single-family loans, business banking loans under $100,000 and performing multi-family and commercial real estate loans under $500,000, excluding loans that have entered the workout process. The measurement of impairment may be based on (a) the present value of the expected future cash flows of the impaired loan discounted at the loan's original effective interest rate; (b) the observable market price of the impaired loan; or (c) the fair value of the collateral of a collateral-dependent loan. The Company bases the measurement of collateral-dependent impaired loans on the fair value of the loan's collateral, less disposal costs. The amount, if any, by which the recorded investment of the loan exceeds the measure of the impaired loan's value is recognized by recording a valuation allowance. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Cash receipts on impaired loans not performing according to contractual terms are generally used to reduce the carrying value of the loan, unless the Company believes it will recover the remaining principal balance of the loan. Impairment losses are included in the allowance for loan losses. Upon disposition of an impaired loan, loss of principal, if any, is recorded through a charge-off to the allowance for loan losses. At December 31, 1999 and 1998, loans that were considered to be impaired totalled $123.6 million and $135.2 million, respectively, (of which $18.9 million and $32.5 million, respectively, were on nonaccrual status). The average recorded investment in impaired loans during the years ended December 31, 1999 and 1998, was approximately $139.3 million and $137.1 million, respectively. For the years ended December 31, 1999, 1998 and 1997, the Company recognized interest income on those impaired loans of $9.5 million, $9.0 million and $10.5 million, respectively, which included $2.7 million, $1.2 million and $0.6 million, respectively, of interest income recognized using the cash basis method of income recognition. The following table presents the Company's non-performing loans, foreclosed real estate, repossessed assets, troubled debt restructurings ("TDRs"), and impaired loans as of the dates indicated. These categories are not mutually exclusive; certain loans are included in more than one classification. Purchased sub-prime auto loans are reflected as non-performing, impaired, or restructured using each individual loan's contractual unpaid principal balance.

- ------------- (a) Includes loans securitized with recourse on non-performing status of $2.0 million and $6.0 million at December 31, 1999 and 1998, respectively. (b) Includes $18.9 million and $32.5 million of non-performing loans and $13.7 million and $16.4 million of loans classified as troubled debt restructurings at December 31, 1999 and 1998, respectively. Page 44 Impaired Loans The following table indicates outstanding balances of impaired loans, net of purchase accounting adjustments, by collateral type, interest rate type and state concentration as of December 31, 1999: 5+ unit Commercial Residential and Other Total --------------- ---------------- Impaired % of State Variable Fixed Variable Fixed Loans Total ----- -------- ----- -------- ----- -------- ----- (dollars in millions) California $30 $ 2 $60 $ 9 $101 81.45% New York -- -- 3 -- 3 2.42 Illinois -- -- 6 -- 6 4.84 Hawaii -- -- 4 -- 4 3.23 Florida -- -- 8 -- 8 6.45 Other states (1) 2 -- -- -- 2 1.61 --- --- --- --- ---- ------ Total $32 $ 2 $81 $ 9 $124 100.00% === === === === ==== ====== - -------------- (1) Represents 4 states, none of which had impaired loans in excess of 1% of the total. Troubled Debt Restructured Loans The following table indicates loans classified by the Company as TDRs, net of purchase accounting adjustments at the dates indicated: At December 31, -------------------------------- 1999 1998 1997 1996 1995 ---- ---- ---- ---- ---- (in millions) Real Estate: 1-4 unit residential $ 2 $ 3 $ 2 $ 3 $ 8 5+ unit residential 5 9 7 55 147 Commercial and other 18 19 24 29 79 --- --- --- --- ---- Total restructured loans $25 $31 $33 $87 $234 === === === === ==== The following table indicates outstanding balances of TDR loans, net of purchase accounting adjustments, by collateral type, interest rate type and state concentration as of December 31, 1999:

Interest income of $2.4 million, $3.0 million and $3.5 million was recognized on restructured loans during the years ended December 31, 1999, 1998 and 1997, respectively. Had the loans performed in accordance with their original terms, $2.4 million, $3.0 million and $3.6 million would have been recognized during December 31, 1999, 1998 and 1997, respectively. There were no non-real estate restructured loans in any of the past five years. Page 45 Non-performing Assets Loan Portfolio Risk Elements When a borrower fails to make a contractually required payment on a loan, the loan is characterized as delinquent. In most cases, delinquencies are cured promptly. However, foreclosure proceedings, and in some cases workout proceedings, are generally commenced if the delinquency is not cured. The procedures for foreclosure actions vary from state to state, but generally if the loan is not reinstated within certain periods specified by statute, the property securing the loan can be acquired through foreclosure by the lender. While deficiency judgments against the borrower are available in some of the states in which the Company originates loans, the value of the underlying collateral property is usually the principal source of recovery available to satisfy the loan balance. In general, loans are placed on nonaccrual status after being contractually delinquent for more than 90 days. When a loan is placed on nonaccrual status, all interest previously accrued but not received is reversed and the loan is considered non-performing. The Company may modify or restructure a loan as a result of a borrower's inability to service the obligation under the original terms of the loan agreement. The following table indicates the Company's loans which have been placed on nonaccrual status, as well as the carrying value of foreclosed real estate and repossessed assets, at the dates indicated:

- ------------- (a) Includes $111.7 million of assets acquired in the Glen Fed Merger. (b) Includes $70.2 million of assets acquired in the Cal Fed Acquisition. (c) Includes $74.5 million of assets acquired in the SFFed Acquisition and the 1996 acquisition of Home Federal Financial Corporation ("Home Federal Acquisition" and together with the SFFed Acquisition, the "1996 Acquisitions"), and in the 1996 LMUSA Purchase. Page 46 Interest income of $7.1 million, $9.7 million and $6.8 million was received and recognized by the Company for nonaccrual loans during the years ended December 31, 1999, 1998 and 1997, respectively. Had the loans performed in accordance with their original terms, $10.9 million, $18.2 million and $15.9 million would have been recognized during December 31, 1999, 1998 and 1997, respectively. The Company has had no loans contractually past due 90 days or more on accrual status in the past five years. The following table presents non-performing real estate assets by geographical region of the country as of December 31, 1999: Total Non-performing Foreclosed Non-performing Real Estate Real Estate, Real Estate Geographic Loans, Net (2) Net (2) Assets Concentration -------------- ----------- -------------- ------------- (dollars in millions) Region: Northeast (1) $ 15 $ 6 $ 21 11.48% California 80 27 107 57.76 Other regions 45 12 57 30.76 ---- --- ---- ------ Total $140 $45 $185 100.00% ==== === ==== ====== - ------------ (1) Consists of Connecticut, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island and Delaware. (2) Net of purchase accounting adjustments. At December 31, 1999, the Company's largest non-performing asset was $4.9 million and the Company had two non-performing assets over $2 million in size with balances averaging approximately $3.3 million. At December 31, 1999, the Company had 1,192 non-performing assets below $2 million in size, including 1,120 non-performing 1-4 unit residential assets. The level of non-performing assets is directly affected by economic conditions throughout the country. The following table indicates non-performing real estate loans, net of purchase accounting adjustments, by collateral type, interest rate type and state concentration as of December 31, 1999:

- ------------------- (1) There are 44 states, Puerto Rico, Virgin Islands, Guam and the District of Columbia, of which no one state had non-performing loans in excess of 1% of the total. Page 47 Allowance for Loan Losses An allowance is maintained to absorb losses inherent in the loan portfolio. The adequacy of the allowance is periodically evaluated by management to maintain the allowance at a level that is sufficient to absorb expected loan losses. The allowance for loan losses is increased by provisions for loan losses as well as by balances acquired through acquisitions and is decreased by charge-offs (net of recoveries). The Company charges current earnings with a provision for estimated credit losses on loans receivable. The provision considers both specifically identified problem loans as well as credit risks not specifically identified in the loan portfolio. The Company established provisions for loan losses of $10 million, $40 million and $79.8 million for the years ended December 31, 1999, 1998 and 1997, respectively. The adequacy of the allowance is based on past loan loss experience, known and inherent risks in the loan portfolio, adverse situations that have occurred but are not yet known that may affect the borrower's ability to repay, the estimated value of underlying collateral and economic conditions. Management's methodology for assessing the adequacy of the allowance includes the evaluation of the following three key elements: the formula allowance, specific allowances for identified problem loans, and the unallocated allowance. The formula allowance element gives consideration to loss that is imbedded within loan portfolios, but has not yet been realized. Losses are recognized when (a) available information indicates that it is probable that a loss has been incurred and (b) the amount of the loss can be reasonably estimated. Generally, the Company believes that borrowers are impacted by events that result in loan default and eventual loss which occur well in advance of a lender's knowledge of those events, and that the time-frame between the occurrence of such events and the resulting default and loss realization is between one and 2.5 years, depending upon the loan type. Examples of such loss-causing events for single family mortgage and other consumer loans would be borrower job loss, divorce, and medical crisis. An example for commercial real estate loans would be the loss of a major tenant. Therefore, if the general credit characteristics of a loan portfolio have not changed significantly over time, and the time-frame between loss-causing event and loss realization is estimated to be two years for a given portfolio type, it is probable that historical losses approximate the loss that is imbedded in today's portfolio, and such imbedded loss can be estimated by calculating historical loss experience over a period of two years. The formula allowance is determined by applying loss factors against all non-impaired loans. Loss factors may be adjusted for significant factors that, in management's judgment, affect the collectibility of the portfolio as of the evaluation date. Loss factors are calculated based on migration models that estimate the probability that loans will become delinquent and ultimately result in foreclosure over a period of between one and 2.5 years, depending on the loan type, and the rates of loss that have been experienced on foreclosed loans. The foreclosure migration and loss severity rates are then averaged over the past eight years in order to capture experience across a period that management believes approximates a business cycle. A contingency factor is then added to provide for the modeling risk associated with imprecision in estimating inherent loan losses. The specific allowances are established against individual loans, including impaired loans in accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan. Specific allowances are established against individual residential 1-4 mortgage loans, commercial loans and commercial real estate loans for which management has performed analyses and concluded that, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. Generally, management believes that collectibility is improbable if a loan is severely delinquent or if it has been determined that borrower cash flow is inadequate for debt repayment. The amount of specific allowance is determined by an estimation of collateral deficiency, including consideration of costs that will likely be incurred through the disposal of any repossessed collateral. In other words, management estimates the fair value of collateral, net of the cost of disposition of the collateral, and the fair value is compared to the net book value of the loan. If the net book value exceeds the fair value, a specific allowance is established in an amount equal to the excess. Loans evaluated for specific allowance are excluded from the formula allowance analysis so as not to double-count loss exposure. Page 48 The unallocated allowance is established for inherent losses which may not have been identified through the more objective processes used to derive the formula and specific portions of the allowance. The unallocated portion is necessarily more subjective and requires a high degree of management judgment and experience. Management has identified several factors that impact the potential for credit losses that are not considered in either the formula or the specific allowance segments. These factors consist of industry and geographic loan concentrations, changes in the composition of loan portfolios through acquisitions and new business strategies, changes in underwriting processes, and trends in problem loan and loss recovery rates. Each factor is analyzed and assigned a range of values. At this time, management has chosen an unallocated allowance amount at the mid-point of the range for each factor. At December 31, 1999, the allowance for loan losses was $555 million, consisting of a $358 million formula allowance, a $39 million specific allowance and a $158 million unallocated allowance. Although the loan loss allowance has been allocated by type of loan for internal valuation purposes, all such allowance is available to support any losses which may occur, regardless of type, in the Company's loan portfolio. The following table sets forth the allocation of the Company's allowance for loan losses and the percentage of loans in each category to total loans at the dates indicated:

The following table sets forth the allocation of the Company's allowance for loan losses and the percentage of loans in each category to total loans at the dates indicated (dollars in millions):

Page 49 The following table summarizes activity in the Company's allowance for loan losses during the periods indicated:

- ------------ (a) Reduced level of activity during 1996 and 1995 reflects the utilization of a non-performing asset sale agreement between the Company and Granite Management and Disposition, Inc. (the "Put Agreement"), which expired in November, 1996. The Company has increased its allowance for loan losses over the past five years both through periodic provisions (and charges to income) of $207 million and through balances of $359 million acquired in connection with the various acquisitions which occurred during that time. Charge-offs during the five-year period totalled $220 million. However, it should be noted that the charge-off activity related to predecessor institutions is not reflected in this table for periods prior to acquisition by the Company. Losses charged by predecessor institutions during the years presented prior to 1999 totalled $470 million. On a pro forma basis, average annual charge-offs for the five years ended December 31, 1999 were $138 million, which represents approximately four years of losses based on the allowance for loan losses at December 31, 1999. Page 50 A summary of the activity in the allowance for loan losses by loan type is as follows for the years ended December 31, 1999, 1998 and 1997:

The table below provides the Company's ratios of net charge-offs on loans to average outstanding loan balances during the periods indicated: Year Ended December 31, --------------------------------------------- 1999 1998 1997 1996 1995 ---- ---- ---- ---- ---- Real estate: 1-4 unit residential 0.07% 0.11% 0.25% 0.55% 0.47% 5+ unit residential and commercial real estate 0.10 0.18 0.15 0.09 -- Consumer and other 0.67 0.50 1.72 1.86 1.00 Although management believes that its present allowance for loan losses is adequate, it will continue to review its loan portfolio to determine the extent to which any changes in economic conditions or loss experience may require further provisions in the future. Page 51 Risk Management The Company's risk management policies are established by the Asset/Liability Management Committee ("ALCO") of the Bank. ALCO meets monthly to formulate the Bank's investment and risk management strategies. The basic responsibilities of ALCO include management of net interest income and the market value of portfolio equity to measure the stability of earnings; management of liquidity to provide adequate funding; and the establishment of asset product priorities by formulating performance evaluation criteria, risk evaluation techniques, and a system to standardize the analysis and reporting of originations, competitive trends, profitability and risk. On a quarterly basis, the Board of Directors of the Bank is apprised of ALCO strategies adopted and their impact on operations, and, at least annually, the Board of Directors of the Bank reviews the Bank's interest rate risk management policy statements. See "--Quantitative and Qualitative Disclosures about Market Risk." Banks and savings associations are subject to interest rate risk to the degree that their interest-bearing liabilities, consisting principally of deposits, securities sold under agreements to repurchase and FHLB advances, mature or reprice more or less frequently, or on a different basis, than their interest-earning assets. A key element of the banking business is the monitoring and management of liquidity risk and interest rate risk. The process of planning and controlling asset and liability mixes, volumes, and maturities to influence the net interest spread is referred to as asset and liability management. The objective of the Company's asset and liability management is to maximize the net interest income over changing interest rate cycles within the constraints imposed by prudent lending and investing practices, liquidity needs, and capital planning. The Company's operations are significantly influenced by general economic conditions in the markets and geographic areas in which the Company conducts its business, the monetary and fiscal policies of the federal government and the regulatory policies of certain governmental agencies. Deposit balances and the cost of borrowings are influenced by interest rates on competing investments and general market interest rates. The Company's loan volume and yields are also impacted by market interest rates on loans, the supply and demand for housing, and the availability of funds. Asset and Liability Management Golden State, through the Bank, actively pursues investment and funding strategies to minimize the sensitivity of its earnings to interest rate fluctuations. The Company measures the interest rate sensitivity of its balance sheet through gap and duration analysis, as well as net interest income and market value simulation. After taking into consideration both the variability of rates and the maturities of various instruments, it evaluates strategies which may reduce the sensitivity of its earnings to interest rate and market value fluctuations. An important decision is the selection of interest-bearing liabilities and the generation of interest-earning assets which best match relative to interest rate changes. In order to reduce interest rate risk by increasing the percentage of interest-rate-sensitive assets, the Company has continued its emphasis on the origination of adjustable rate mortgage products for its portfolio. Where possible, the Company seeks to originate real estate and other loans that reprice frequently and that on the whole adjust in accordance with the repricing of its liabilities. At December 31, 1999, approximately 77% of the Company's loan portfolio consisted of ARMs. One of the most important sources of the Bank's net income is net interest income, which is the difference between the combined yield earned on interest-earning assets and the combined rate paid on interest-bearing liabilities. Net interest income is also dependent on the relative balances of interest-earning assets and interest-bearing liabilities. ARMs have, from time to time, been offered with low initial interest rates as marketing inducements. In addition, most ARMs are also subject to periodic interest rate adjustment caps or floors. In a period of rising interest rates, ARMs could reach a periodic adjustment cap while still at a rate significantly below their contractual margin over existing market rates. Since repricing liabilities are typically not subject to such interest rate adjustment constraints, the Company's net interest margin would most likely be negatively impacted in this situation. Certain ARMs now offered by the Company have a fixed monthly payment for a given period, with any changes as a result of market interest rates reflected in the unpaid principal balance through negative amortization. Page 52 As a result of the FN and Cal Fed Acquisitions, the Company acquired the rights and assumed obligations related to certain interest rate swap agreements that were entered into to hedge certain FHLB advances. Under the terms of these agreements, the Company paid a variable rate based on LIBOR and received fixed rates. During 1998 and 1997, the Company's net interest margin increased by $2.1 million and $0.6 million, respectively, as a result of these interest rate swap agreements, largely due to the amortization of the premium assigned to these agreements in the FN and Cal Fed Acquisitions. These interest rate swap agreements had all expired by December 31, 1998. During 1999, the Company entered into interest rate swap agreements to adjust its interest rate risk exposure on variable rate reverse repurchase agreements and FHLB advances. See --"Balance Sheet Analysis--Sources of Funds." During 1999, the Company's net interest margin decreased by $8.9 million as a result of these interest rate swap agreements. A traditional measure of interest-rate risk within the savings industry is the interest rate sensitivity gap, which is the sum of all interest-earning assets minus the sum of all interest-bearing liabilities to be repriced within the same period. A gap is considered positive when the amount of interest-rate-sensitive assets exceeds interest-rate-sensitive liabilities, while the opposite results in a negative gap. During a period of rising interest rates, a negative gap would tend to adversely affect net interest income, and a positive gap would tend to result in an increase in net interest income. During a period of falling rates, the opposite would tend to occur. Page 53 The following table sets forth the projected maturities based upon contractual maturities as adjusted for projected prepayments and "repricing mechanisms" (provisions for changes in the interest rates of assets and liabilities). Prepayment rates are assumed in each period on the Company's loan portfolio based upon expected loan prepayments. Repricing mechanisms on the Company's assets are subject to limitations, such as caps on the amount that interest rates and payments on its loans may adjust. Accordingly, such assets may not respond in the same manner or to the same extent to changes in interest rates as the Company's liabilities. In addition, the interest rate sensitivity of the assets and liabilities illustrated in the table would vary substantially if different assumptions were used or if actual experience differed from the assumptions set forth. The Company's estimated interest rate sensitivity gap at December 31, 1999 was as follows:

Page 54 - ---------------------- (1) Based upon (a) contractual maturity, (b) instrument repricing date, if applicable, and (c) projected repayments and prepayments of principal, if applicable. Prepayments were estimated generally by using the prepayment rates forecast by various large brokerage firms as of December 31, 1999. The actual maturity and rate sensitivity of the assets could vary substantially if future prepayments differ from prepayment estimates. (2) Consists of less than $0.1 million of interest-bearing deposits in other banks, $84 million of short-term investment securities and $185 million of securities held to maturity. (3) As securities and mortgage-backed securities available for sale and loans held for sale may be sold within one year, they are considered to be maturing within one year. (4) Excludes underlying non-performing loans of $2 million. (5) Excludes allowance for loan losses of $555 million and non-performing loans of $149 million. (6) Fixed rate deposits and deposits with fixed pricing intervals are reflected as maturing in the year of contractual maturity or first repricing date. Money market deposit accounts, demand deposit accounts and passbook accounts are reflected as maturing within one year. At December 31, 1999, Golden State's cumulative gap totalled $688 million. At December 31, 1998, Golden State's cumulative gap totalled $373 million. The Company utilizes computer modeling under various interest rate scenarios to provide a dynamic view of the effects of the changes in rates, spreads, and yield curve shifts on net interest income. However, the maturity/rate sensitivity analysis is a static view of the balance sheet with assets and liabilities grouped into certain defined time periods, and only partially depicts the dynamics of the Company's sensitivity to interest rate changes. Therefore, this analysis may not fully describe the complexity of relationships between product features and pricing, market rates, and future management of the balance sheet mix. Mortgage Banking Risk Management A decline in long-term interest rates generally results in an acceleration of mortgage loan prepayments. Higher than anticipated levels of prepayments generally cause the accelerated amortization of MSRs and generally will result in a reduction of the market value of MSRs and in the Company's servicing fee income. To reduce the sensitivity of its earnings to interest rate and market value fluctuations, the Company hedges the change in value of its MSRs based on changes in interest rates ("MSR Hedge"). The Company owned several derivative instruments at December 31, 1999 which were used to hedge against prepayment risk in its mortgage servicing portfolio. These derivative instruments included Constant Maturity Treasury interest rate floor contracts, swaptions and principal only swaps. The interest rate floor contracts had a notional amount of $950 million, strike rates of 5.70%, 5.75% and 6.06%, mature in the year 2004 and had an estimated fair value of $10.4 million at December 31, 1999. Premiums paid to counter-parties in exchange for cash payments when the 10-year Constant Maturity Treasury falls below the strike rate are recorded as part of the MSR asset on the balance sheet. The swaption contracts had notional amounts of $834.0 million, a weighted average strike rate of 6.98%, expire in the year 2002 and had an estimated fair value of $24.3 million at December 31, 1999. Premiums paid to counter-parties in exchange for the right to enter into an interest rate swap are recorded as part of the MSR asset on the balance sheet. Principal only swap agreements had notional amounts of $202.3 million and an estimated (negative) fair value of $(15.8) million at December 31, 1999. All outstanding prepayment-linked swaps matured during 1999. These instruments effect a 39% hedge, at December 31, 1999, on the value of the MSRs related to the fixed-rate loans serviced by FNMC, excluding loans with prepayment penalties. The comparable hedge ratio at December 31, 1998 was 53%. A reduction in the hedge during 1999 was executed in light of the reduction in overall prepayment rates on the servicing portfolio. Page 55 For information on the accounting for and activities in MSRs and the MSR Hedge, refer to notes 2, 17 and 36 of the Company's Notes to Consolidated Financial Statements. Recently Issued Accounting Pronouncements In connection with its off-balance-sheet activities, management is assessing the potential effect of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133"). SFAS No. 133 was issued by the Financial Accounting Standards Board ("FASB") in June 1998. It establishes standards for derivative instruments and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. Under SFAS No. 133, an entity that elects to apply hedge accounting is required to establish at the inception of the hedge the method it will use for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge. SFAS No. 133, as amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133-an amendment of FASB Statement No. 133, is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Initial application of this statement should be as of the beginning of an entity's fiscal quarter. On that date, hedging relationships must be designated anew and documented pursuant to the provisions of this statement. Earlier application of all of the provisions of SFAS No. 133 is encouraged, but is permitted only as of the beginning of any fiscal quarter that begins after issuance of the statement. SFAS No. 133 should not be applied retroactively to financial statements of prior periods. For more information, refer to note 2 in the Company's Notes to Consolidated Financial Statements. Liquidity The standard measure of liquidity in the savings industry is the ratio of cash and short-term U.S. government and other specified securities to deposits and borrowings due within one year. Effective November 24, 1997, the OTS established a minimum liquidity requirement of 4.00%, a reduction from 5.00% which had been in effect prior to that date. The Bank was in compliance with the liquidity regulations during 1999 and 1998. The major source of funding for Golden State on an unconsolidated basis is distributions from its subsidiary, GS Holdings, which receives most of its funding from distributions of the Bank's earnings and tax sharing payments. Net income generated by the Bank is used to meet its own cash flow needs, including paying dividends on its preferred stock owned by GS Holdings, and may be distributed, subject to certain restrictions, to GS Holdings. In turn, GS Holdings uses distributions received from the Bank primarily to meet debt service requirements, pay any expenses it may incur, and make distributions to Golden State, subject to certain restrictions. For more information on dividend restrictions for the Bank and GS Holdings, refer to note 25 of the Company's Notes to Consolidated Financial Statements. On a consolidated basis, a major source of the Company's funding is expected to be the Bank's retail deposit branch network, which management believes will be sufficient to meet its long-term liquidity needs. The ability of the Company to retain and attract new deposits is dependent upon the variety and effectiveness of its customer account products, customer service and convenience, and rates paid to customers. The Company also obtains funds from the repayment and maturities of loans and mortgage-backed securities, while additional funds can be obtained from a variety of other sources, including customer and Brokered Deposits, loan sales, securities sold under agreements to repurchase, FHLB advances, and other secured and unsecured borrowings. It is anticipated that FHLB advances and securities sold under agreements to repurchase will continue to be important sources of funding, and management expects there to be adequate collateral for such funding requirements. The consolidated Company's primary uses of funds are the originations or purchases of loans, the purchase of mortgage-backed securities, the funding of maturing certificates of deposit, demand deposit withdrawals and the repayment of borrowings. Certificates of deposit scheduled to mature during the twelve months ending December 31, 2000 total $8.7 billion. The Company may renew these certificates, attract new replacement deposits, replace such funds with other borrowings, or it may elect to reduce the size of the balance sheet. In addition, at December 31, 1999, the Company had FHLB advances, securities sold under agreements to repurchase and other borrowings aggregating $17.4 billion maturing or repricing within twelve months. The Company may elect to pay off such debt Page 56 or to replace such borrowings with additional FHLB advances, securities sold under agreements to repurchase or other borrowings at prevailing rates. During 1994, California Federal issued 3,007,300 shares of its 11 1/2% noncumulative perpetual preferred stock (the "11 1/2% Bank Preferred Stock"). Cash dividends on the 11 1/2% Bank Preferred Stock are noncumulative and are payable at an annual rate of 11 1/2% if, when, and as declared by the Board of Directors of the Bank. The payment of dividends by the Bank is subject to certain federal laws applicable to savings associations. Dividends paid by the Bank on the 11 1/2% Bank Preferred Stock for each year ended December 31, 1999 and 1998 totalled $34.6 million. However, GS Holdings repurchased 2,688,959 shares of the 11 1/2% Bank Preferred Stock in connection with the Bank Preferred Stock Tender Offers in 1998, and redeemed the remaining 318,341 shares in 1999, which reduced dividend expenses on the 11 1/2% Bank Preferred Stock on a consolidated basis to $1.8 million for the year ended December 31, 1999. At December 31, 1999, all of the 11 1/2% Bank Preferred Stock was held indirectly by Golden State. In the Cal Fed Acquisition, the Company assumed certain indebtedness and Old California Federal's 10 5/8% noncumulative perpetual preferred stock (the "10 5/8% Bank Preferred Stock" and together with the 11 1/2% Bank Preferred Stock, the "Bank Preferred Stock"), which have an annual interest cost of $0.6 million and an annual dividend cost of $18.3 million, respectively. Cash dividends on the 10 5/8% Bank Preferred Stock are noncumulative and are payable at an annual rate of 10 5/8%, if, when, and as declared by the Board of Directors of the Bank. Similar to the 11 1/2% Bank Preferred Stock, the payment of dividends by the Bank is subject to certain federal laws applicable to savings associations. Dividends paid by the Bank on the 10 5/8% Bank Preferred Stock, for each year ended December 31, 1999 and 1998 totalled $18.3 million. However, GS Holdings purchased 1,117,701 shares of the 10 5/8% Bank Preferred Stock in connection with the Bank Preferred Stock Tender Offers in 1998, and redeemed the remaining 607,299 shares in 1999, which reduced dividend expense on the 10 5/8% Bank Preferred Stock on a consolidated basis to zero for the year ended December 31, 1999. At December 31, 1999, all of the 10 5/8% Bank Preferred Stock was held indirectly by Golden State. The dividends, net of tax benefits, on the preferred stock of California Federal Preferred Capital Corp. (the "REIT Preferred Stock") were $26.4 million and $33.1 million for the years ended December 31, 1999 and 1998, respectively. The terms of the REIT Preferred Stock provide that California Federal Preferred Capital Corp. ("Preferred Capital Corp.") may not declare or pay any dividends or other distributions (other than in shares of common stock of Preferred Capital Corp. or other Preferred Capital Corp. Junior Stock), with respect to any Preferred Capital Corp. Junior Stock or repurchase, redeem or otherwise acquire, or set apart funds for the repurchase, redemption or other acquisition of any Preferred Capital Corp. Junior Stock (including the common stock held by the Bank) through a sinking fund or otherwise, unless and until: (a) Preferred Capital Corp. has paid full dividends on the REIT Preferred Stock for the four most recent dividend periods or funds have been paid over to the dividend disbursing agent of Preferred Capital Corp. for payment of such dividends, and (b) Preferred Capital Corp. has declared a cash dividend on the REIT Preferred Stock at the annual dividend rate for the current dividend period, and sufficient funds have been paid over to the dividend disbursing agent of Preferred Capital Corp. for the payment of a cash dividend for such current dividend period. Preferred Capital Corp. is currently in compliance with such requirement. Interest on the GS Holdings Notes approximates $138.9 million per year. Although GS Holdings expects that distributions and tax sharing payments from the Bank will be sufficient to pay interest when due and the principal amount of its long-term debt at maturity, there can be no assurance that earnings from the Bank will be sufficient to make such distributions to GS Holdings. In addition, there can be no assurance that such distributions will be permitted by the terms of any debt instruments of GS Holdings' subsidiaries then in effect, by the terms of any class of preferred stock issued by the Bank or its subsidiaries, including the REIT Preferred Stock and the Bank Preferred Stock, or under applicable federal thrift laws. During the year ended December 31, 1998, $914.5 million of the FN Holdings' 12 1/4% Senior Notes due 2001, 9 1/8% Senior Subordinated Notes due 2003 and 10 5/8% Senior Subordinated Notes due 2003 (collectively the "FN Holdings Notes") were purchased in connection with the Debt Tender Offers, with related premiums, fees and other expenses totalling $98.7 million, on an after-tax basis. In addition, during the year ended December 31, 1998, $455 million of the 12 1/2% Senior Notes due 2003 (the "Parent Holdings Notes") were defeased ("Parent Holdings Page 57 Defeasance"), with related premiums, fees and other expenses totalling $51.6 million on an after-tax basis. An additional $225 thousand of the FN Holdings 12 1/4% Senior Notes due 2001 was redeemed in 1999. The Company anticipates that cash and cash equivalents on hand, the cash flows from assets as well as other sources of funds will provide adequate liquidity for its operating, investing and financing needs and the Bank's regulatory liquidity requirements for the foreseeable future. See "Business--Regulation and Supervision." In addition to cash and cash equivalents of $593.0 million at December 31, 1999, the Company has substantial additional secured borrowing capacity with the FHLB and other sources. Net cash provided by operating activities for the year ended December 31, 1999 totalled $2.0 billion compared to net cash used of $572.2 million during the year ended December 31, 1998. The change was principally due to an increase in net proceeds from the sale of loans held for sale. Net cash used in operating activities for the year ended December 31, 1998 totalled $572.2 compared to $431.8 million during the year ended December 31, 1997. The change was principally due to the increase in purchases and originations of loans held for sale, net of proceeds from sales. Net cash used in investing activities for the year ended December 31, 1999 totalled $4.5 billion, an increase of $1.5 billion from the year ended December 31, 1998. Cash flows used in investing activities included purchases of mortgage-backed securities available for sale of $4.8 billion, purchases of loans receivable of $2.2 billion, a net increase in loans receivable of $1.7 billion, purchases of securities of $836.6 million and purchases of mortgage servicing rights of $357.6 million. Cash flows provided by investing activities included principal payments on mortgage-backed securities totalling $4.2 billion, proceeds from maturities of securities of $526.8 million and proceeds from sales of mortgage-backed securities available for sale of $193.7 million. Net cash used in investing activities for the year ended December 31, 1998 totalled $3.0 billion, an increase of $1.9 billion from the year ended December 31, 1997. Cash flows used in investing activities included purchases of $9.0 billion in mortgage-backed securities available for sale and purchases of securities of $892.0 million. Cash flows provided by investing activities included a net decrease in loans receivable of $2.3 billion, principal payments on mortgage-backed securities totalling $3.7 billion and proceeds from maturities of securities of $978.1 million. Net cash provided by financing activities for the year ended December 31, 1999 totalled $2.1 billion, a decrease of $2.0 billion from the year ended December 31, 1998. Cash flows provided by financing activities included additional borrowings of $33.0 billion and a net increase in securities sold under agreements to repurchase of $1.2 billion. Cash flows used in financing activities included principal payments on borrowings of $29.7 billion, a net decrease in deposits of $2.1 billion, purchases of treasury stock of $250.2 million and dividends paid to minority stockholders, net of taxes, of $30.8 million. Additionally, $97.6 million was used in the Bank Preferred Stock Tender Offers and $69.3 million was used in the branch sales. Net cash provided by financing activities for the year ended December 31, 1998 totalled $4.1 billion, an increase of $2.5 billion from 1997. Cash flows provided by financing activities included additional borrowings of $25.6 billion, a net increase in securities sold under agreements to repurchase of $1.9 billion and proceeds from the GS Escrow Merger of $2.0 billion. Cash flows used in financing activities included principal payments on borrowings totalling $20.5 billion, a decrease in deposits of $1.4 billion, and funds used in the Debt Tender Offers, Parent Holdings Defeasance and Bank Preferred Stock Tender Offers of $1.1 billion, $553.7 million and $423.5 million, respectively. Additionally, $1.3 billion was used in the Florida Branch Sale, $25.0 million was used in the redemption of the FN Holdings Preferred Stock and dividends paid to minority stockholders totalled $80.5 million. Page 58 Other Activities Litigation Tracking Warrants(TM) In connection with the Glendale Goodwill Litigation, Golden State distributed Litigation Tracking Warrants(TM) ("LTW(TM)s") to its security holders representing the right to receive, upon exercise of the LTW(TM)s, Golden State common stock equal in value to 85% of the net after-tax proceeds, if any, from the Glendale Goodwill Litigation. For more information on LTW(TM)s, refer to note 26 of the Company's Notes to Consolidated Financial Statements. Litigation Interests In July 1995, Old California Federal distributed to its common shareholders its Contingent Litigation Recovery Participation Interests (the "CALGZs" or "Litigation Interests"), each entitling the holder thereof to receive an amount (the aggregate of such payments being referred to as the "Recovery Payment") equal to five millionths of one percent (0.000005%) of the cash payment (the "Cash Payment"), if any, actually received by the Bank pursuant to a final nonappealable judgment in or final settlement of its claim against the United States Government (the "Government") in the lawsuit, California Federal Bank v. United States, Civil Action No. 92-138C (the "California Federal Goodwill Litigation") after deduction of: (a) aggregate expenses incurred by the Bank in prosecuting the California Federal Goodwill Litigation and obtaining such Cash Payment including, but not limited to, a portion of the annual salaries in the aggregate amount of $1,000,000, an incentive fee in the amount of 0.25% of the aggregate value of the pre-tax recovery from the California Federal Goodwill Litigation, annual pension benefits aggregating $1,325,000, and certain medical benefits and expenses, under a litigation management agreement, for two executives of the Company ("Litigation Management Agreement"); (b) any income tax liability of the Bank, computed on a pro forma basis, as a result of the Bank's receipt of such Cash Payment (net of any income tax benefit to the Bank from making the Recovery Payment, and disregarding (c) for purposes of this clause); (c) the effect of any net operating loss carryforwards or other tax attributes held by the Bank or any of its subsidiaries or affiliated entities; and (d) the expenses incurred by the Bank in connection with the creation, issuance and trading of the Litigation Interests, including without limitation, legal and accounting fees and the fees and expenses of the interest agent. Pursuant to the merger agreement with Old California Federal, Cal Fed distributed to common shareholders entitled to receive the merger consideration one-tenth of a Secondary Contingent Litigation Recovery Participation Interest (each a "CALGL" or "Secondary Litigation Interest") for each share of Cal Fed common stock held. Each Secondary Litigation Interest will entitle the holder thereof to receive an amount equal to twenty millionths of one percent (0.000020%) of the "Secondary Recovery Payment," if any, as defined below. "Secondary Recovery Payment" means sixty percent (60%) of the amount obtained from the following equation: the Cash Payment, if any, actually received by the Bank in respect of a final, nonappealable judgment in or final settlement of the California Federal Goodwill Litigation, minus the sum of the following: (a) the aggregate expenses incurred by the Bank in prosecuting the California Federal Goodwill Litigation and obtaining such Cash Payment including, but not limited to, a portion of the annual salaries in the aggregate amount of $1,000,000, an incentive fee in the amount of 0.25% of the aggregate value of the pre-tax recovery from the California Federal Goodwill Litigation, annual pension benefits aggregating $1,325,000, and certain medical benefits and expenses for two executives of the Company under the Litigation Management Agreement; (b) any income tax liability of the Bank, computed on a pro forma basis, as a result of the Bank's receipt of such Cash Payment (net of any income tax benefit to the Bank, computed on a pro forma basis, from the payment of a portion of the Secondary Recovery Payment to the holders of Secondary Litigation Interests); (c) the expenses incurred by the Bank in connection with the creation, issuance and trading of the Litigation Interests and the Secondary Litigation Interests, including without limitation, legal and accounting fees and the fees and expenses of the interest agent; (d) the payment due to the holders of the Litigation Interests; and Page 59 (e) one hundred twenty-five million dollars ($125,000,000). "Income tax liability of the Bank computed on a pro forma basis" means the aggregate amount of any and all relevant items of income, gain, loss, or deduction associated with the receipt by the Bank of the Cash Payment multiplied by the highest, combined marginal rate of federal, state and local income taxes in the relevant year and disregarding for purposes of such computation the effect of any net operating loss carryforwards or other tax attributes of the Bank or any of its subsidiaries or affiliated entities. "Income tax benefit to the Bank computed on a pro forma basis" means the aggregate amount of any and all relevant items of income, gain, loss, or deduction associated with the payment by the Bank of the Secondary Recovery Payment multiplied by the highest, combined marginal rate of federal, state and local income taxes in the relevant year and disregarding for purposes of such computation the effect of any net operating loss carryforwards or other tax attributes of the Bank or any of its subsidiaries or affiliated entities. Any distribution with respect to the Litigation Interests will be subject to the OTS capital distribution regulations. Holders of the CALGZs and the CALGLs are entitled to vote together as a single class with the holders of the common stock of the Bank and the Bank Preferred Stock, with each CALGZ and CALGL entitling the holder thereof to 1/5 of one vote. In connection with the Cal Fed Acquisition, the Bank recorded as an asset part of the estimated after-tax cash recovery from the California Federal Goodwill Litigation that will inure to the Bank, net of amounts payable to holders of the Litigation Interests and the Secondary Litigation Interests in any such recovery (the "Goodwill Litigation Asset"). In connection with the Glen Fed Merger, the Bank recorded a second Goodwill Litigation Asset related to the estimated after-tax cash recovery from the Glendale Goodwill Litigation that will inure to the Bank, net of amounts payable to the holders of the LTWTMs. The Goodwill Litigation Asset related to the California Federal Goodwill Litigation was recorded at its estimated fair value of $100 million, net of estimated tax liabilities, as of January 3, 1997. The Goodwill Litigation Asset related to the Glendale Goodwill Litigation was recorded at its estimated fair value of $56.9 million, net of estimated tax liabilities, as of September 11, 1998. In connection with the Golden State Acquisition, the merger agreement included a provision that "equalized" the effect of the litigation between the two shareholder groups -i.e., the former Golden State shareholders who were to benefit from the Glendale Goodwill Litigation, and GSB Investments and Hunter's Glen who were to benefit from the California Federal Goodwill Litigation. This provision contemplated that GSB Investments and Hunter's Glen would retain all the risks and rewards of the California Federal Goodwill Litigation, but that they would be required to contribute (either in cash or in stock) an amount to equalize the contribution from the Glendale Goodwill Litigation. Accordingly, at September 11, 1998, the net carrying value of $100 million of the California Federal Goodwill Litigation Asset was "dividended" to GSB Investments and Hunter's Glen, and a receivable from them was established to reflect the required "make whole" value of the Glendale Goodwill Litigation Asset. This receivable amounted to $41.2 million, and was recorded as an increase in equity. Since the market value of the LTW(TM)s, which the Company uses to estimate the fair value of the ultimate goodwill litigation award, declined to $.875 per share at December 31, 1999, the inherent value of the amount to be contributed by GSB Investments and Hunter's Glen also declined, to $17.1 million, resulting in a $24.1 million reduction in equity. Capital management At December 31, 1999, stockholders' equity was $1.6 billion, a decrease of $20.0 million from December 31, 1998. The decrease is principally the net result of a reduction of $281.4 million in the fair value of securities available for sale, $250.2 million in purchases of treasury stock, a $24.1 million equalization adjustment related to the Goodwill Litigation and a $12.4 million reduction in the purchase price of the Golden State Acquisition. These amounts were partially offset by $323.2 million in net income for the year, $202.0 million in issuable shares, a $15.5 million adjustment to reduce the initial dividend of tax benefits to former parent due to deconsolidation, and $7.9 million from the exercise of stock options. For further information, see note 25 of the Company's Notes to Consolidated Financial Statements. Page 60 The unrealized loss on securities available for sale is primarily a result of a decline in the value of the Company's mortgage-backed securities available for sale due to an increase in Treasury yields and wider spreads on private label collateralized mortgage obligations. This unrealized loss reflects general declines in the prices of fixed-rate instruments during the year as a consequence of rising interest rates, which led to a slowing of prepayment expectations and extended the expected lives of the mortgage-related securities in the portfolio. This unrealized loss represents a decline in the total mortgage-backed securities available for sale portfolio of less than 2%. However, this adjustment does not take into account market changes in the value of borrowings or deposits. At December 31, 1999, the market valuation adjustment of the offsetting borrowings would have been a positive $344.7 million. This does not include any increase in the value of deposits. OTS capital regulations require savings associations to satisfy three minimum capital requirements: tangible capital, core (leverage) capital, and risk-based capital. Tangible Capital. Tangible capital is the sum of common stockholders' equity (including retained earnings), noncumulative perpetual preferred stock and minority interest in equity accounts of fully consolidated subsidiaries, less disallowed intangibles. Tangible capital must be at least 1.5% of adjusted total assets. Core Capital. Core capital generally is the sum of tangible capital plus certain other qualifying intangibles. Under the leverage requirement, a savings association is required to maintain core capital equal to a minimum of 4% of adjusted total assets. Risk-based Capital. Risk-based capital equals the sum of core capital plus supplementary capital. Risk-based capital must be at least 8% of risk-weighted assets. Risk-weighted Assets. Risk-weighted assets equal assets plus the credit risk equivalent of certain off-balance sheet items, multiplied by the appropriate risk weight. Supplementary Capital. Supplementary capital includes certain permanent capital instruments, such as qualifying cumulative perpetual preferred stock, as well as some forms of term capital instruments, such as qualifying subordinated debt. Supplementary capital may not exceed 100% of core capital for purposes of the risk-based requirement. Minimum Requirements. These capital requirements discussed above are viewed as minimum standards by the OTS, and most associations are expected to maintain capital levels well above the minimum. In addition, the OTS regulations provide that minimum capital levels higher than those provided in the regulations may be established by the OTS for individual savings associations, depending upon their circumstances. These capital requirements are currently applicable to the Bank but not to Golden State. The Bank is not subject to any such individual regulatory capital requirement that is higher than the minimum. Under OTS regulations, a savings association with a greater than "normal" level of interest rate exposure must deduct an interest rate risk ("IRR") component in calculating its total capital for purposes of determining whether it meets its risk-based capital requirement. Interest rate exposure is measured, generally, as the decline in an institution's net portfolio value that would result from a 200-basis-point increase or decrease in market interest rates (whichever would result in lower net portfolio value), divided by the estimated economic value of the savings association's assets. The interest rate risk component to be deducted from total capital is equal to one-half of the difference between an institution's measured exposure and "normal" IRR exposure (which is defined as 2%), multiplied by the estimated economic value of the institution's assets. In August 1995, the OTS indefinitely delayed implementation of its IRR regulation. However, based on internal measures of interest rate risk at December 31, 1999, the Bank would not have been required to deduct an IRR component in calculating total risk-based capital had the IRR component of the capital regulations been in effect. The Bank is also subject to the "prompt corrective action" standards prescribed in FDICIA and related OTS regulations, which, among other things, define specific capital categories based on an association's capital ratios. The capital categories, in declining order, are "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized." Under the regulation, the ratio of total capital to risk-weighted assets, core capital to risk-weighted assets and the leverage capital ratio are used to determine an Page 61 association's capital classification. The Bank met the capital requirements of a "well capitalized" institution under the FDICIA prompt corrective action standards as of December 31, 1999. The Bank is not presently subject to any enforcement action or other regulatory proceeding with respect to the prompt corrective action regulation. At December 31, 1999, the Bank's regulatory capital levels exceeded the minimum regulatory capital requirements, with tangible, core and risk-based capital ratios of 5.81%, 5.81% and 12.89%, respectively. The following is a reconciliation of the Bank's stockholder's equity to regulatory capital as of December 31, 1999:

The amount of adjusted total assets used for the tangible and leverage capital ratios is $56.6 billion. Risk-weighted assets used for the risk-based capital ratio amounted to $28.9 billion. At December 31, 1999, the Bank's capital levels were sufficient for it to be considered "well capitalized." Risk-based Leverage ------------------------ Capital Tier 1 Total Capital ------- ------ ------------- Regulatory capital of the Bank 5.81% 11.36% 12.89% "Well capitalized" ratio 5.00 6.00 10.00 ---- ----- ----- Excess above "well capitalized" ratio 0.81% 5.36% 2.89% ==== ===== ===== Page 62 OTS capital regulations allow a savings association to include a net deferred tax asset in regulatory capital, subject to certain limitations. To the extent that the realization of a deferred tax asset depends on a savings association's future taxable income, such deferred tax asset is limited for regulatory capital purposes to the lesser of the amount that can be realized within one year or 10 percent of core capital. At December 31, 1999, none of the net tax benefit was determined to be attributable to the amount of taxable income that may be realized in periods beyond one year. Accordingly, no amount has been excluded from regulatory capital at December 31, 1999. Other Capital Activities Warrants. The Company had common stock purchase warrants outstanding which were exercised or expired during 1999. The Company has transferable Standby Warrants, of which 10,768,153 were outstanding at December 31, 1999. For more information on the Standby Warrants, refer to note 25 of the Company's Notes to Consolidated Financial Statements. For information on LTW(TM)s, see - "Other Activities - Litigation Tracking Warrants(TM)." Issuable Shares. The Golden State Merger agreement provides that GSB Investments and Hunter's Glen will be entitled to receive contingent consideration, through the issuance by Golden State of additional shares of Golden State common stock, par value of $1.00 per share ("Golden State Common Stock"), based on (a) the use by the combined company of certain potential tax benefits resulting from certain net operating loss carryforwards of the consolidated group of which Parent Holdings was a part, and the realization of certain other potential tax assets and liabilities of Golden State and Parent Holdings and (b) California Federal's net after-tax recovery in certain specified litigation, including a percentage of the net after-tax recovery, if any, in the California Federal Goodwill Litigation (following payment by California Federal of all amounts due, if any, to the holders of the CALGZs and the CALGLs and the retention of certain amounts of such recovery by the Bank). The Golden State Merger agreement provides generally that the amount of the net after-tax recovery, if any, resulting from the California Federal Goodwill Litigation which will be excluded in determining the number of shares issuable in respect of the California Federal Goodwill Litigation will be based on 15% of the value of the net after-tax recovery in the Glendale Goodwill Litigation to be excluded for purposes of determining the number of shares of Golden State Common Stock issuable upon exercise of the LTW(TM)s, adjusted to reflect the pro forma ownership interest of GSB Investments and Hunter's Glen in Golden State at the time of the Golden State Merger. At December 31, 1999, issuable shares valued at $204.7 million were included in equity. For more information on issuable shares, refer to notes 2(q) and 25 of the Company's Notes to Consolidated Financial Statements. Impact of Inflation and Changing Prices Prevailing interest rates have a more significant impact on the Company's performance than does the general level of inflation. While interest rates may bear some relationship to the general level of inflation (particularly in the long run), over short periods of time interest rates may not necessarily move in the same direction or change in the same magnitude as the general level of inflation. As a result, the business of the Company is generally not affected by inflation in the short run, but may be affected by inflation in the long run. Year 2000 The Company completed all major milestones in executing its comprehensive plan to make its computer systems, applications and facilities Year 2000 ready. The Year 2000 remediation process for existing mission-critical systems was completed in the first quarter of 1999, as well as the testing and certification of these systems and applications. In addition, during February and March of 1999, the Bank participated in industry-wide Year 2000 integration testing sponsored by the Mortgage Bankers Association. The Bank also assessed risks related to the potential failure of material third parties to be ready for the year 2000. The contingency plan for the critical supply vendors was completed in mid-February 1999 and contingency plans were completed for all other material service providers by June 30, 1999. The Y2K weekend (January 1 and 2, 2000) support plan for applications maintained in-house was completed by September 30, 1999. In addition, contingency plans for critical business areas to address liquidity, customer communications, operations issues and potential failures surrounding the Year 2000 event were completed by September 30, 1999. Page 63 Final testing in the fourth quarter of 1999, and completion of the Y2K event management plans resulted in a smooth transition during the rollover to the Year 2000. No significant Y2K-related events were reported, and it was not necessary to activate any of the Company's contingency plans. Special attention has been provided to possible Y2K-related exceptions throughout January and February 2000. It is currently expected that costs related to making the Bank's computer systems, applications and facilities Year 2000 compliant will total approximately $17.6 million over the years 1997 to 2000. Of this amount, $17.3 million has been incurred since the inception of the Year 2000 project through December 31, 1999. Noninterest expense for the year ended December 31, 1999 included approximately $7.5 million in connection with the Bank's Year 2000 efforts. Historically, cost estimates and actuals by year for the Year 2000 project are as follows (in millions): 1999 1998 1997 ---- ---- ---- Estimates $7.5 $8.9 $1.2 Actual 7.5 8.6 1.2 Of the total Year 2000 project costs, $11.4 million were third party expenses funded through operating cash flows. Costs related to purchase of equipment, both project equipment and replacement of non-compliant equipment, were $2.8 million, also funded through operating cash flows. Expenditures in 1999 represented 10.4% of the total Information and Technology Services ("ITS") expenses. No critical ITS projects have been deferred as a result of the Year 2000 efforts. Instead, incremental resources including consultants, contractors, software utilities and hardware were obtained from outside the Company to supplement existing staff. In addition, the Company has a prioritization mechanism in place to ensure that other critical projects are addressed. The Company is currently not aware of any asserted or unasserted claims of breach of contract or warranty related to Y2K. The Company does not anticipate any assertion of such claims in the future that will have a material effect on the Company. ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk In the normal course of business, the Company is exposed to interest rate risk, which is the potential for loss due to changes in interest rates. Financial products that expose the Company to interest rate risk include securities, loans, deposits, debt and derivative financial instruments such as swaps, swaptions and floors. ALCO, which includes senior management representatives, monitors and considers methods of managing the rate and sensitivity repricing characteristics of the balance sheet components consistent with maintaining acceptable levels of changes in net portfolio value ("NPV") ratio and net interest income. A primary purpose of the Company's asset and liability management is to manage interest rate risk to effectively invest the Company's capital and to preserve the value created by its core business operations. As such, certain management monitoring processes discussed below are designed to minimize the impact of sudden and sustained changes in interest rates on NPV ratio and net interest income. The Company's exposure to interest rate risk is reviewed on at least a quarterly basis by the Board of Directors and ALCO. Interest rate risk exposure is measured using interest rate sensitivity analysis to determine the Bank's change in NPV ratio and net interest income in the event of hypothetical changes in interest rates, and interest rate sensitivity gap analysis is used to determine the repricing characteristics of the Bank's assets and liabilities. If estimated changes to NPV ratio and net interest income are not within the limits established by the Board, the Board may direct management to adjust its asset and liability mix to bring interest rate risk within Board-approved limits. In order to reduce the exposures to interest rate fluctuations, the Company has developed strategies to manage its liquidity, shorten its effective maturities of certain interest-earning assets, and increase the ability of its asset base to respond to changes in interest rates. Management has sought to decrease the average maturity of its assets by emphasizing the origination of adjustable-rate residential mortgage loans and consumer loans, which are retained by the Company for its portfolio. In addition, long-term, fixed-rate single-family residential mortgage loans are underwritten according to guidelines of FHLMC, GNMA and FNMA, and are either swapped with FHLMC, GNMA and FNMA in exchange for mortgage-backed securities secured by such loans which are then sold or are sold directly for cash in the secondary market, generally with servicing retained. Page 64 Interest rate sensitivity analysis is used to measure the Bank's interest rate risk by computing estimated changes in NPV ratio of its cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. NPV ratio is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items divided by the market value of assets. This analysis assesses the risk of loss in market risk sensitive instruments in the event of a sudden and sustained increase or decrease in market interest rates of one hundred to three hundred basis points. The Bank's Board of Directors has adopted an interest rate risk policy which establishes minimum NPV ratios for various interest rate scenarios. The following table presents the Bank's NPV ratios for the various rate shock levels at December 31, 1999. All market risk sensitive instruments presented in this table are held to maturity or available for sale. The Bank has no trading securities. Change in Interest Rates NPV Ratio -------------- --------- 300 basis point rise 4.66% 200 basis point rise 5.85 100 basis point rise 6.87 Base Scenario 7.61 100 basis point decline 8.02 200 basis point decline 7.71 300 basis point decline 6.78 The preceding table indicates that at December 31, 1999, in the event of a sudden and sustained increase in prevailing market interest rates, the Bank's NPV ratio, would be expected to decrease, and that in the event of a sudden and sustained decrease in prevailing market interest rates, the Bank's NPV ratio would be expected to slightly increase or experience a much lower decline for the extreme scenarios. At December 31, 1999, the Bank's estimated changes in NPV ratios were within the targets established by the Board of Directors. The fair market value of portfolio equity decreases in a rising interest rate environment because the Company's interest-bearing liabilities generally reprice faster than its interest-earning assets, and certain interest-earning assets are subject to periodic caps. The reduction in value of the net interest-earning assets is partially offset by an increase in value of MSRs that appreciate in value as rates rise. In a declining interest rate environment, the reduction in value of MSRs generally outweighs the increase in value of the rest of the portfolio resulting from the repricing differences of interest-earning assets and interest-bearing liabilities. NPV ratio is calculated by the Bank pursuant to guidelines established by the OTS. The calculation is based on the net present value of estimated discounted cash flows utilizing market prepayment assumptions and market rates of interest provided by independent broker quotations and other public sources as of December 31, 1999, with adjustments made to reflect the shift in the Treasury yield curve as appropriate. The computation of prospective effects of hypothetical interest rate changes is based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposits decay, and should not be relied upon as indicative of actual results. Further, the computations do not contemplate any actions the ALCO could undertake in response to changes in interest rates. Certain shortcomings are inherent in the method of analysis presented in the computation of NPV. Actual values may differ from those projections presented, should market conditions vary from assumptions used in the calculation of the NPV ratio. Certain assets, such as adjustable-rate loans, which represent one of the Bank's primary loan products, have features which restrict changes in interest rates on a short-term basis and over the life of the assets. In addition, the proportion of adjustable-rate loans in the Bank's portfolio could decrease in future periods if market interest rates remain at or decrease below current levels due to refinance activity. Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in the NPV. Finally, the ability of many borrowers to repay their adjustable-rate mortgage loans may decrease in the event of interest rate increases. Page 65 In addition, the Bank uses interest rate sensitivity gap analysis to monitor the relationship between the maturity and repricing of its interest-earning assets and interest-bearing liabilities, while maintaining an acceptable interest rate spread. See --"Risk Management" for further information. ITEM 8. Financial Statements and Supplementary Data The following consolidated financial statements of Golden State at December 31, 1999 and 1998 and for the years ended December 31, 1999, 1998 and 1997 are included in this report at the pages indicated. Page ---- Independent Auditor's Report F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Income F-3 Consolidated Statements of Comprehensive Income F-4 Consolidated Statements of Stockholders' Equity F-5 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-9 ITEM 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure None. Page 66 PART III ITEM 10. Directors and Executive Officers of the Registrant Those portions of Golden State's definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A for use in connection with Golden State's Annual Meeting of Stockholders to be held on May 15, 2000 ("Proxy Statement") appearing under the captions "Proposal I - Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" are incorporated herein by reference. The following table sets forth certain information (ages as of March 1, 2000) concerning the executive officers of Golden State.

In addition to the officers listed above, below are those individuals who hold senior positions with the Bank and are deemed to be executive officers of the Company for reporting purposes under the Securities Exchange Act of 1934. Name Age Position - ---- --- -------- Kendall M. Fugate 62 Executive Vice President Walter C. Klein, Jr. 56 Executive Vice President Richard A. Leweke 46 Executive Vice President Lacy G. Newman, Jr. 50 Executive Vice President Peter K. Thomsen 57 Executive Vice President Dennis L. Verhaegen 48 Executive Vice President Michael R. Walker 54 Executive Vice President Mr. Ford has been Chairman of the Board and Chief Executive Officer of Golden State since 1998 and of California Federal and its predecessors since 1988. Mr. Ford has also been Chairman of the Board and Chief Executive Officer of GS Holdings since 1998 and of Preferred Capital Corporation since 1996. Mr. Ford is Chairman of the Board of FNMC and Chairman of the Board and Chief Executive Officer of Liberte Investors Inc. Mr. Ford is also a Director of Auto One, Freeport-McMoRan Copper & Gold Co. and McMoRan Exploration Co. Mr. Webb has been President and Chief Operating Officer of Golden State since 1998, of California Federal and its predecessors since 1988, and of Preferred Capital Corporation since 1996. Mr. Webb has also been President and Chief Operating Officer of GS Holdings since 1998. Mr. Webb is a of Director Golden State, California Federal, Preferred Capital Corporation FNMC and Auto One. Mr. Terzian has been Executive Vice President and Chief Financial Officer of Golden State since 1998 and of the Bank since April 1995. Mr. Terzian has been the Executive Vice President, Chief Financial Officer and a Director of Preferred Capital Corp. since 1996. Mr. Terzian is also a Director of the Federal Home Loan Bank of San Francisco. Prior to joining the Bank, Mr. Terzian served as Chief Financial Officer of Dime Bancorp, Inc. and its subsidiary, The Dime Savings Bank of New York, FSB. Page 68 Mr. Flanagan has been Executive Vice President and General Counsel of Golden State since September 1998 and of the Bank since 1994. Mr. Flanagan is also the Executive Vice President, General Counsel and a Director of Preferred Capital Corp. and a Director of FNMC and Auto One. Mr. Flanagan was previously the managing partner of the law firm of Jenkens & Gilchrist, P.C. and is currently of counsel to the firm. Mr. Fink has been an Executive Vice President of Golden State and of the Bank since September 1998. Mr. Fink was Vice Chairman and a Director of Golden State from 1997 until 1998 and was the Senior Executive Vice President and a Director of Glendale Federal from May 1992 until September 1998. He served Glendale Federal as Director, Corporate Development from April 1994 until February 1996 and served as Chief Credit Officer from February 1996 until September 1998. Mr. Hodge has been Executive Vice President and Corporate Tax Director of Golden State since September 1998 and of the Bank since January 1996. Mr. Hodge has been employed with the Bank since November 1995. Prior to joining the Bank, Mr. Hodge was a tax partner of the public accounting firm of KPMG Peat Marwick LLP. Mr. Kisting has been Executive Vice President of Golden State and Executive Vice President and Director of Consumer and Business Banking of the Bank since September 1998. Mr. Kisting has also been Chairman of the Board of Auto One since February 2000. Mr. Kisting was Chief Operating Officer of Citizens Financial Group from 1997 to 1998 and was previously associated with Norwest Corporation from 1993 to 1997, most recently as Group Executive Vice President. Mr. Staff has been Executive Vice President and the Chief Financial Advisor of Golden State since September 1998 and of the Bank since 1994. He also serves as a Director of Preferred Capital Corp., Auto One and FNMC. Prior to joining the Bank, Mr. Staff was associated with the public accounting firm of KPMG Peat Marwick LLP, most recently as a partner specializing in financial services. Mr. Trafton has been an Executive Vice President of Golden State and of the Bank since September 1998. Mr. Trafton was Chairman of the Board, Chief Executive Officer, President and a Director of Golden State from 1997 until 1998. Mr. Trafton also served as Chairman of the Board, Chief Executive Officer and President of Glendale Federal from 1992 until 1998. Ms. Tucei has been Executive Vice President and Controller of Golden State since May 1999 and served as Senior Vice President and Controller from 1998 until 1999. Ms. Tucei has been Executive Vice President and Controller of the Bank since January 1999 and served as Senior Vice President and Controller of the Bank from 1994 until 1998 and of its predecessor, First Madison, from 1993 until 1994. Mr. Fugate has been Executive Vice President and Information and Technology Services Director of the Bank since 1994. Mr. Fugate also served in the same capacity for the Bank's predecessor, First Nationwide Bank, from 1991 until 1994. Mr. Klein has been an Executive Vice President of the Bank and the President of FNMC since January 1996. He also serves as a Director of FNMC. Prior to joining the Bank, Mr. Klein was associated with PNC Mortgage Corp. of America and its predecessor, Sears Mortgage Corporation, most recently as Chairman and Chief Executive Officer. Mr. Leweke has been Executive Vice President and Administrative Services Director of the Bank since January 1998. Mr. Leweke served as Senior Vice President-Administrative Services of the Bank from 1994 to 1997 and of its predecessor, First Nationwide Bank, from 1992 until 1994. Mr. Newman has been Executive Vice President and Chief Credit Officer of the Bank since 1994. Mr. Newman also previously served as Executive Vice President of First Madison and First Gibraltar, both predecessors of the Bank, from 1992 until 1994. Mr. Thomsen has been Executive Vice President and Director of Retail Banking of the Bank since 1994 and of its predecessor, First Nationwide Bank, from 1991 until 1994. Page 68 Mr. Verhaegen has been Executive Vice President and Corporate Finance Director of the Bank since February 1997. Mr. Verhaegen operated his own financial advisory and consulting firm from 1994 to 1996 and served as a Managing Director of First Southwest Company from 1992 to 1994. Mr. Verhaegen was also Senior Managing Director of the Financial Institutions Group of Bear Stearns & Co. Inc. from 1988 to 1992. Mr. Walker has been Executive Vice President-Commercial Real Estate of the Bank since 1994 and served as Senior Vice President of First Madison and First Gibraltar, the Bank's predecessors, from 1988 until 1994. ITEM 11. Executive Compensation Those portions of Golden State's Proxy Statement appearing under the caption "Executive Compensation and Other Information," "Report of the Compensation Committee on Executive Compensation" and "Stock Price Performance Graph" are incorporated herein by reference. ITEM 12. Security Ownership of Certain Beneficial Owners and Management That portion of Golden State's Proxy Statement appearing under the caption "Beneficial Ownership of Golden State Securities" is incorporated herein by reference. ITEM 13. Certain Relationships and Related Transactions That portion of Golden State's Proxy Statement appearing under the caption "Certain Relationships and Related Transactions" is incorporated herein by reference. Page 69 PART IV ITEM 14. Exhibits, Financial Statement Schedules and Reports On Form 8-K (a) 1. Financial Statement Schedules Schedules are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements or notes thereto. (b) Exhibits 2.1 Agreement and Plan of Reorganization, dated as of February 4, 1998, by and among First Nationwide (Parent) Holdings Inc., First Gibraltar Holdings, Inc., Hunter's Glen/Ford, Ltd., Golden State Bancorp Inc. and Golden State Financial Corporation. (Incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated February 4, 1998 (the "February 1998 Form 8-K").) 2.2 Amendment No. 1 dated as of July 31, 1998, by and among First Nationwide (Parent) Holdings Inc., First Nationwide Holdings Inc., Golden State Bancorp Inc., Golden State Financial Corporation, First Gibraltar Holdings Inc. and Hunter's Glen/Ford Ltd., to the Agreement and Plan of Reorganization, dated as of February 4, 1998, by and among the Parties. (Incorporated by reference to Exhibit 2.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 (the "1998 Form 10-K").) 2.3 Amended and Restated Agreement and Plan of Merger dated as of the 27th day of July, 1996 by and among First Nationwide Holdings Inc., CFB Holdings, Inc., Cal Fed Bancorp Inc. and California Federal Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit 2.1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) 3.1 Certificate of Incorporation of the Registrant. (Incorporated by reference to Exhibits 3.1 and 3.2 to the Registrant's Annual Report on Form 10-K for the year ended June 30, 1998.) 3.2 By-laws of the Registrant, as amended. (Incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999.) 4.1 Indenture, dated as of September 19, 1996, between First Nationwide Escrow Corp. and The Bank of New York, as trustee, relating to the 10 5/8% Senior Subordinated Exchange Notes Due 2003 (the "10 5/8% Notes"). (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) 4.2 First Supplemental Indenture, dated as of January 3, 1997, among FN Holdings, First Nationwide Escrow Corp. and The Bank of New York, as trustee, relating to the 10 5/8% Notes. (Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) 4.3 Second Supplemental Indenture dated September 11, 1998, supplementing the Indenture, dated as of September 19, 1996, as Supplemented, between First Nationwide Holdings Inc. and The Bank of New York, as Trustee, relating to the 10 5/8% Senior Subordinated Exchange Notes Due 2003. (Incorporated by reference to Exhibit 4.5 to the Registrant's 1998 Form 10-K.) 4.4 Third Supplemental Indenture dated September 14, 1998, between Golden State Holdings Inc. (formerly known as New First Nationwide Holdings Inc.), as successor to First Nationwide Holdings Inc., and The Bank of New York, as Trustee, relating to the 10 5/8% Senior Subordinated Exchange Notes Due 2003. (Incorporated by reference to Exhibit 4.6 to the Registrant's 1998 Form 10-K.) Page 70 4.5 Indenture, dated as of October 1, 1986, between First Nationwide Bank, A Federal Savings Bank, and Bank of America National Trust and Savings Association Re: $100,000,000 10% Subordinated Debentures due 2006 (the "2006 Indenture"). (Incorporated by reference to Exhibit 4.5 to FN Holdings' Annual Report on Form 10-K for the year ended December 31, 1994.) 4.6 First Supplemental Indenture, dated as of September 30, 1994, among First Madison Bank, FSB, First Nationwide Bank, A Federal Savings Bank, and Bank of America National Trust and Savings Association, supplementing the 2006 Indenture. (Incorporated by reference to Exhibit 4.6 to FN Holdings' Annual Report on Form 10-K for the year ended December 31, 1994.) 4.7 Second Supplemental Indenture, dated as of January 3, 1997, among First Nationwide Bank, A Federal Savings Bank, California Federal Bank, A Federal Savings Bank and Bank of America National Trust and Savings Association, as trustee, supplementing the 2006 Indenture. (Incorporated by reference to Exhibit 4.8 to Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) 4.8 Indenture, dated February 15, 1986, between Cal Fed Bancorp Inc. and Manufacturers Hanover Trust Company, as trustee, relating to the 6 1/2% Convertible Subordinated Debentures Due 2001 (the "6 1/2% Convertible Debenture Indenture"). (Incorporated by reference to Exhibit 4.11 to Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) 4.9 First Supplemental Indenture, dated as of December 16, 1992, among Cal Fed Bancorp Inc., XCF Acceptance Corporation, California Federal Bank, A Federal Savings Bank, and Chemical Bank, supplementing the 6 1/2% Convertible Debenture Indenture. (Incorporated by reference to Exhibit 4.12 to Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) 4.10 Second Supplemental Indenture dated as of December 13, 1996 among XCF Acceptance Corporation, California Federal Bank, A Federal Savings Bank, and The Chase Manhattan Bank, as trustee, supplementing the 6 1/2% Convertible Debenture Indenture. (Incorporated by reference to Exhibit 4.13 to Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) 4.11 Third Supplemental Indenture dated as of December 13, 1996 among Cal Fed Bancorp Inc., XCF Acceptance Corporation, California Federal Bank, A Federal Savings Bank, and The Chase Manhattan Bank, as Trustee, supplementing the 6 1/2% Convertible Debenture Indenture. (Incorporated by reference to Exhibit 4.14 to Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) 4.12 Fourth Supplemental Indenture dated as of December 13, 1996 among Cal Fed Bancorp Inc., XCF Acceptance Corporation, and The Chase Manhattan Bank, as trustee, supplementing the 6 1/2% Convertible Debenture Indenture. (Incorporated by reference to Exhibit 4.15 to Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) 4.13 Indenture, dated December 1, 1992, between California Federal Bank, A Federal Savings Bank and Chemical Bank, as trustee, relating to the 10% Subordinated Debentures Due 2003. (Incorporated by reference to Exhibit 4.16 to Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) 4.14 Agreement Regarding Contingent Litigation Recovery Participation Interests, dated as of June 30, 1995, between California Federal Bank, A Federal Savings Bank, and Chemical Trust Company of California, as Interest Agent. (Incorporated by reference to Exhibit 4.17 to Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) Page 71 4.15 Agreement Regarding Secondary Contingent Litigation Recovery Participation Interests, dated as of December 2, 1996, between California Federal Bank, A Federal Savings Bank, and Chase Mellon Shareholder Services, L.L.C., as Interest Agent. (Incorporated by reference to Exhibit 4.18 to Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) 4.16 Warrant Agreement, dated as of August 15, 1993 between Glendale Federal and Chemical Trust Company of California, as amended by Amendment No. 1 dated July 24, 1997 by and among Glendale Federal, Chase Mellon Shareholder Services, L.L.C. as successor to Chemical Trust Company of California and Golden State. (Incorporated by reference to Exhibit 4.4 to the Registrant's Annual Report on Form 10-K for the year ended June 30, 1998.) 4.17 Warrant Agreement, dated as of May 4, 1998 between Golden State Bancorp Inc. and Chase Mellon Shareholder Services, L.L.C. as Warrant Agent. (Incorporated by reference to Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the year ended June 30, 1998.) 4.18 Indenture dated as of August 6, 1998 between GS Escrow Corp. and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.1 to Golden State Holdings Inc.'s Registration Statement on Form S-1 (File No. 333-64597).) 4.19 First Supplemental Indenture dated as of August 6, 1998 between GS Escrow Corp. and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.2 to Golden State Holdings Inc.'s Registration Statement on Form S-1 (File No. 333-64597).) 4.20 Second Supplemental Indenture dated as of August 6, 1998 between GS Escrow Corp. and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.3 to Golden State Holdings Inc.'s Registration Statement on Form S-1 (File No. 333-64597).) 4.21 Third Supplemental Indenture dated as of August 6, 1998 between GS Escrow Corp. and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.4 to Golden State Holdings Inc.'s Registration Statement on Form S-1 (File No. 333-64597).) 4.22 Fourth Supplemental Indenture dated as of August 6, 1998 between GS Escrow Corp. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.5 to Golden State Holdings Inc.'s Registration Statement on Form S-1 (File No. 333-64597).) 4.23 Fifth Supplemental Indenture dated as of September 11, 1998 between Golden State Holdings Inc. and the Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.6 to Golden State Holdings Inc.'s Registration Statement on Form S-1 (File No. 333-64597).) 10.1 Tax Sharing Agreement, effective as of January 1, 1994, by and among First Madison Bank, FSB, FN Holdings and Mafco Holdings Inc. (Incorporated by reference to Exhibit 10.10 to FN Holdings' Registration Statement on Form S-1 (File No. 33-82654).) 10.2 Amendment to Tax Sharing Agreement, effective September 11, 1998, by and among Mafco Holdings Inc., Golden State Bancorp Inc., First Nationwide Holdings Inc., Glendale Federal Bank, A Federal Savings Bank, and New First Nationwide Holdings Inc. (Incorporated by reference to Exhibit 10.2 to the Registrant's 1998 Form 10-K.) 10.3 Tax Sharing Modification Agreement dated as of December 22, 1998, between Mafco Holdings Inc. and Golden State Bancorp Inc. (Incorporated by reference to Exhibit 10.3 to the Registrant's 1998 Form 10-K.) 10.4 Asset Purchase Agreement, dated as of April 14, 1994, between First Madison Bank, FSB, and First Nationwide Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit 2.1 to FN Holdings' Current Report on Form 8-K dated October 3, 1994.) Page 72 10.5 Amendment No. 1 to the Asset Purchase Agreement, dated as of September 30, 1994, between First Madison Bank, FSB, and First Nationwide Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit 2.3 to FN Holdings' Current Report on Form 8-K dated October 3, 1994.) 10.6 Amendment No. 2 to the Asset Purchase Agreement, dated as of September 30, 1994, between First Madison Bank, FSB, and First Nationwide Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit 2.4 to FN Holdings' Current Report on Form 8-K dated October 3, 1994.) 10.7 Office Lease, dated as of November 15, 1990, between Webb/San Francisco Ventures, Ltd. and First Nationwide Bank, A Federal Savings Bank. Confidential treatment has been granted for portions of this document (Incorporated by reference to Exhibit 10.6 to Amendment No. 3 to FN Holdings' Registration Statement on Form S-1 (File No. 33-82654).) 10.8 Amendment No. 2 to Lease between First Nationwide Bank, A Federal Savings Bank, and RNM 135 Main, L.P. dated April 6, 1995. (Incorporated by reference to Exhibit 10.26 to Post-Effective Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 33-82654).) 10.9 Employment Agreement between First Nationwide Bank, A Federal Savings Bank, and Gerald J. Ford, dated as of October 1, 1994. (Incorporated by reference to Exhibit 10.13 to FN Holdings' Annual Report on Form 10-K for the year ended December 31, 1994.) 10.10 Amendment to Employment Agreement between California Federal Bank, A Federal Savings Bank, and Gerald J. Ford, dated as of January 1, 1998. (Incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 Form 10-K").) 10.11 Employment Agreement, dated November 22, 1999, between California Federal Bank, A Federal Savings Bank, and Gerald J. Ford. 10.12 Employment Agreement, dated as of January 1, 1998 between California Federal Bank, A Federal Savings Bank, and Carl B. Webb, II. (Incorporated by reference to Exhibit 10.13 to the Registrant's 1997 Form 10-K.) 10.13 Employment Agreement, dated as of December 17, 1999, between California Federal Bank, A Federal Savings Bank, and Carl B. Webb, II. 10.14 Employment Agreement, dated as of June 1, 1996 between First Nationwide Bank, A Federal Savings Bank, and Christie S. Flanagan. (Incorporated by reference to Exhibit 10.4 to the August 1996 Form 8-K.) 10.15 Amendment to Employment Agreement, dated as of May 1, 1999, between California Federal Bank, A Federal Savings Bank, and Christie S. Flanagan. (Incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999.) 10.16 Employment Agreement, dated as of August 1, 1999, between California Federal Bank, A Federal Savings Bank, and Christie S. Flanagan. (Incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999.) 10.17 Employment Agreement, dated as of January 1, 1998, between California Federal Bank, A Federal Savings Bank, and J. Randy Staff. (Incorporated by reference to Exhibit 10.17 to the Registrant's 1997 Form 10-K.) 10.18 Employment Agreement, dated as of December 17, 1999, between California Federal Bank, A Federal Savings Bank, and J. Randy Staff. Page 73 10.19 Employment Agreement, dated as of August 1, 1999, between California Federal Bank, A Federal Savings Bank, and Scott A. Kisting. (Incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999.) 10.20 Consulting Agreement between First Nationwide Management Corp. and Gerald J. Ford, dated as of October 1, 1994. (Incorporated by reference to Exhibit 10.27 to Post-Effective Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 33-82654).) 10.21 Amendment to Consulting Agreement between First Nationwide Management Corp. and Gerald J. Ford, dated effective December 17, 1997. (Incorporated by reference to Exhibit 10.43 to the Registrant's 1997 Form 10-K.) 10.22 First Amendment, dated as of January 1, 1995, by and among First Nationwide Management Corp., Diamond A-Ford Corporation, Trans Network Insurance Services, Inc. and Gerald J. Ford, supplementing the Consulting Agreement between First Nationwide Management Corp. and Gerald J. Ford dated as of October 1, 1994. (Incorporated by reference to Exhibit 10.33 to FN Holdings' Registration Statement on Form S-1 (File No. 333-00854).) 10.23 Management Incentive Plan for Certain Employees of First Nationwide Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit 10.34 to FN Holdings' Registration Statement on Form S-1 (File No. 333-00854).) 10.24 1998 Change of Control Plan, dated as of March 25, 1999. 10.25 Golden State Bancorp Inc. Omnibus Stock Plan. (Incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999.) 10.26 Golden State Bancorp Inc. Executive Compensation Plan. (Incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999.) 10.27 Registration Agreement, dated September 13, 1996, among FN Holdings Inc., First Nationwide Escrow Corp. and the initial purchasers named therein relating to the 10 5/8% Notes. (Incorporated by reference to Exhibit 4.20 to Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 333-21015).) 10.28 Litigation Management Agreement, dated as of February 4, 1998, by and among Golden State Bancorp, Inc., Glendale Federal Bank, Federal Savings Bank, California Federal Bank, A Federal Savings Bank, Stephen J. Trafton and Richard A. Fink. (Incorporated by reference to Exhibit 99.2 to the February 1998 Form 8-K.) 10.29 Purchase and Assumption Agreement between Norwest Bank Nevada, N.A., and California Federal Bank, A Federal Savings Bank, dated October 30, 1998. (Incorporated by reference to Exhibit 10.54 to the Registrant's 1998 Form 10-K.) 10.30 Purchase and Assumption Agreement between Wells Fargo Bank, N.A., and California Federal Bank, A Federal Savings Bank, dated October 30, 1998. (Incorporated by reference to Exhibit 10.55 to the Registrant's 1998 Form 10-K.) 10.31 Reimbursement and Expense Allocation Agreement between Golden State Bancorp Inc. and California Federal Bank, A Federal Savings Bank, dated November 23, 1998. (Incorporated by reference to Exhibit 10.56 to the Registrant's 1998 Form 10-K.) 10.32 Agreement for Provision of Services between California Federal Bank, A Federal Savings Bank and Golden State Management Inc., dated November 23, 1998. (Incorporated by reference to Exhibit 10.57 to the Registrant's 1998 Form 10-K.) Page 74 10.33 Agreement for Provision of Services between Mafco Holdings Inc. and Golden State Bancorp Inc., dated January 1, 1999. (Incorporated by reference to Exhibits 10.58 to the Registrant's 1998 Form 10-K.) 12.1 Statement regarding the computation of ratio of earnings to combined fixed charges and minority interest for the Registrant. 21.1 Subsidiaries of the Registrant. 23.1 Consent of KPMG LLP, Independent Auditors of the Registrant. 24.1 Power of Attorney executed by Ronald O. Perelman. 27.1 Financial Data Schedule. (c) Reports On Form 8-K None. Page 75 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 21, 2000 GOLDEN STATE BANCORP INC. By: /s/ Gerald J. Ford -------------------------------------------- Gerald J. Ford Chairman of the Board and Chief Executive Officer Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

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* Eric K. Kawamura, by signing his name, hereto, does hereby execute this report on Form 10-K on behalf of the directors and officers of the Registrant indicated above by asterisks, pursuant to powers of attorney duly executed by such directors and officers and filed as exhibits to this report on Form 10-K. By: /s/ Eric K. Kawamura ------------------------- Eric K. Kawamura Attorney-in-fact Page 77 INDEPENDENT AUDITORS' REPORT The Stockholders and Board of Directors Golden State Bancorp Inc.: We have audited the accompanying consolidated balance sheets of Golden State Bancorp Inc. and subsidiaries (the "Company") as of December 31, 1999 and 1998, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1999. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Golden State Bancorp Inc. and subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles. KPMG LLP San Francisco, California January 18, 2000 F-1 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 1999 and 1998 (dollars in thousands, except per share data)

F-2 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Consolidated Statements of Income Years Ended December 31, 1999, 1998 and 1997 (in thousands, except per share data)

F-3 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Years Ended December 31, 1999, 1998 and 1997 (in thousands)

F-4 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity Years Ended December 31, 1999, 1998 and 1997 (dollars in thousands)

F-5

F-6 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Years Ended December 31, 1999, 1998 and 1997 (in thousands)

F-7 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows, Continued Years Ended December 31, 1999, 1998 and 1997 (in thousands)

F-8 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Organization ------------ Golden State Bancorp Inc. (the "Company" or "Golden State") is a holding company with no business operations of its own. The Company's only significant asset is its ownership of all of the common stock of Golden State Holdings Inc. ("GS Holdings"), formerly First Nationwide Holdings Inc. ("FN Holdings"), which owns all of the voting common stock of California Federal Bank, A Federal Savings Bank and its subsidiaries ("California Federal" or "Bank"), formerly First Nationwide Bank, A Federal Savings Bank ("First Nationwide"). The Company's principal business operations are conducted by California Federal. The Bank is a diversified financial services company that primarily serves consumers in California and, to a lesser extent, in Nevada. The Bank's principal business consists of (a) operating retail deposit branches that provide retail consumers and small businesses with deposit products such as demand, transaction and savings accounts; investment products such as mutual funds, annuities and insurance; and (b) mortgage banking activities, including originating and purchasing 1-4 unit residential loans for sale to various investors in the secondary market and servicing loans for itself and others. To a lesser extent, the Bank originates and/or purchases certain commercial real estate, commercial business and consumer loans for investment. These operating activities are financed principally with customer deposits, secured short-term and long-term borrowings, collections on loans, asset sales and retained earnings. (4) Summary of Significant Accounting Policies ------------------------------------------ The accounting and reporting policies of the Company conform to generally accepted accounting principles and prevailing practices within the banking and thrift industries. The following summarizes the more significant of these policies. (a) Basis of Presentation The accompanying consolidated financial statements include the accounts of Golden State which owns all of the common stock of GS Holdings, which owns all of the voting common stock of the Bank. Unless the context otherwise indicates, "Golden State" or "Company" refers to Golden State Bancorp Inc. as the surviving entity after the consummation of the Golden State Acquisition (as defined herein). On September 11, 1998, Glendale Federal Bank, Federal Savings Bank ("Glendale Federal") merged with and into the Bank pursuant to the Glen Fed Merger (as defined herein). Unless the context otherwise indicates, "California Federal" or "Bank" refers to California Federal as the surviving entity after the consummation of the Golden State Merger (as defined herein). On January 3, 1997, First Nationwide merged with and into the Bank pursuant to the Cal Fed Acquisition. Unless the context otherwise indicates, (a) "Old California Federal" refers to California Federal Bank, A Federal Savings Bank prior to the consummation of the Cal Fed Acquisition and (b) "California Federal" or "Bank" refers to California Federal Bank, A Federal Savings Bank, as the surviving entity after the consummation of the Cal Fed Acquisition, and to First Nationwide and its predecessors for periods prior to the Cal Fed Acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts in the prior years have been reclassified to conform to the current period's presentation. Golden State is a holding company whose only significant asset is its indirect ownership of all of the common stock of the Bank, and therefore, all activities for the consolidated entity are carried out by the Bank and its operating subsidiaries. (b) Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and amounts due from banks, interest-bearing deposits in other banks, and other short-term investment securities with original maturities of three months or less. Savings and loan associations are required by the Federal Reserve System to maintain non-interest bearing cash reserves equal to a percentage of certain deposits. The reserve requirement for California Federal at December 31, 1999 was $106.2 million, which was met with vault cash of $109.3 million and cash reserves of $23.7 million. F-9 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (c) Securities and Mortgage-backed Securities The Company's investment in securities consists primarily of U.S. government and agency securities and mortgage-backed securities. The Company classifies debt and equity securities, including mortgage-backed securities, into one of three categories: held to maturity, available for sale or trading securities. Securities held to maturity represent securities which management has the positive intent and ability to hold to maturity and are carried at amortized cost. Securities bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in income. All other securities including equity securities with readily determinable fair values are classified as available for sale and are carried at fair value, with unrealized holding gains and losses, net of tax, reported as a separate component of stockholders' equity until realized. Declines in the value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. Realized gains and losses on securities available for sale are computed on a specific identification basis and are accounted for on a trade-date basis. Amortization and accretion of premiums and discounts relating to mortgage-backed securities is recognized using the interest method over the estimated lives of the underlying mortgages with adjustments based on prepayment experience. (d) Loans Held for Sale, Net One-to-four unit residential loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or market value as determined by outstanding commitments from investors or current investor yield requirements calculated on an aggregate basis. Net unrealized losses are recognized in a valuation allowance by charges to income. (e) Loans Receivable, Net Loans receivable, net, is stated at unpaid principal balances, less the allowance for loan losses, and net of deferred loan origination fees and purchase discounts or premiums. Discounts or premiums on 1-4 unit residential loans are accreted or amortized to income using the interest method over the remaining period the loans are expected to be outstanding. Discounts or premiums on consumer and other loans are recognized over the lives of the loans using the interest method. A significant portion of the Company's real estate loan portfolio is comprised of adjustable-rate mortgages. The interest rate and payment terms of these mortgages adjust on a periodic basis in accordance with various published indices. The majority of these adjustable-rate mortgages have terms which limit the amount of interest rate adjustment that can occur each year and over the life of the mortgage. During periods of limited payment increases, negative amortization may occur on certain adjustable-rate mortgages. See note 33. The allowance for loan losses is adjusted by charges to income and decreased by charge-offs (net of recoveries). Management's periodic evaluation of the adequacy of the allowance is based on such factors as the Company's past loan loss experience, known and inherent risks in the portfolio, adverse situations that have occurred but are not yet known that may affect the borrower's ability to repay, the estimated value of underlying collateral, and economic conditions. Management's methodology for assessing the adequacy of the allowance includes the evaluation of the following three key elements: (a) the formula allowance, (b) specific allowances for identified problem loans and (c) the unallocated allowance. As management utilizes information currently available to make such evaluation, the allowance for loan losses is subjective and may be adjusted in the future depending on changes in economic conditions or other factors. Additionally, regulatory authorities, as an integral part of their regular examination process, review the Bank's allowance for estimated losses on a periodic basis. These authorities may require the Bank to recognize adjustments to the allowance based on their judgment of information available to them at the time of their examination. F-10 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Uncollectible interest on loans that are contractually ninety days or more past due is charged off, or an allowance is established, based on management's periodic evaluation. The allowance is established by a charge to interest income equal to all interest previously accrued, and income is subsequently recognized only to the extent that cash payments are received. When, in management's judgment, the borrower's ability to make periodic interest and principal payments resumes, the loan is returned to accrual status. (f) Auto One Loans The Company, through its 80% owned subsidiary, Auto One (as defined herein), purchases loans individually and in groups. Such loans are grouped and accounted for in homogeneous pools based upon certain risk characteristics, including interest coupon rate, credit quality, and period of origination. At acquisition, the Company estimates the amount and timing of undiscounted expected principal and interest cash flows ("Expected Cash Flows") for each pool. For certain purchased pools of loans, the amount paid reflects the Company's determination that it is probable the Company will be unable to collect all amounts due according to the contractual terms of the underlying loans in the pool. Accordingly, at acquisition, the Company recognizes the excess of the pool's scheduled contractual principal and contractual interest payments over its Expected Cash Flows as an amount that should not be accreted ("Nonaccretable Contractual Cash Flows"). The remaining amount - representing the excess of the pool's Expected Cash Flows over the amount paid - is accreted into interest income over the remaining life of each pool ("Accretable Yield"). Over the life of each pool of loans, the Company continues to estimate Expected Cash Flows. In the event a pool's actual cash flows plus the expected cash payments are less than the Expected Cash Flows estimated at the time of the purchase, the amount by which the current carrying value of the pool exceeds the present value of the expected cash flows discounted at the originally estimated internal rate of return is an impairment and requires an allocation of the allowance for loan losses established by provisions for loan losses. If the present value of a pool's expected remaining cash flows discounted at the originally estimated internal rate of return exceeds the current carrying value of the pool, the amount of the Accretable Yield is increased and the amount of the Nonaccretable Contractual Cash Flows is decreased by the amount the sum of a pool's expected remaining cash flows exceeds the sum of the remaining payments less the Nonaccretable Contractual Cash Flows. The adjusted Accretable Yield is accreted into interest income over the pool's remaining life using the interest method. (g) Impaired Loans The Company considers a loan impaired when, based on current information and events, it is "probable" that it will be unable to collect all amounts due (i.e., both principal and interest) according to the contractual terms of the loan agreement. Any insignificant delay or insignificant shortfall in amount of payments will not cause a loan to be considered impaired. In determining impairment, the Company considers large non-homogeneous loans including nonaccrual loans, troubled debt restructurings and performing loans that exhibit, among other characteristics, high loan-to-value ratios, low debt-coverage ratios, or other indications that the borrowers are experiencing increased levels of financial difficulty. In addition, loans collectively reviewed for impairment include all business banking loans, single-family loans, and performing multi-family and commercial real estate loans under $500,000, excluding loans that have entered the workout process. The measurement of impairment may be based on (a) the present value of the expected future cash flows of the impaired loan discounted at the loan's original effective interest rate, (b) the observable market price of the impaired loan, or (c) the fair value of the collateral of a collateral-dependent loan. The Company bases the measurement of collateral-dependent impaired loans on the fair value of the loan's collateral, less disposal costs. The amount, if any, by which the recorded investment of the loan exceeds the measure of the impaired loan's value is recognized by recording a valuation allowance. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Cash receipts on impaired loans not performing according to contractual terms are generally used to reduce the carrying value of the loan, unless the Company believes it will recover the remaining principal balance of the loan. Impairment losses are included in the allowance for loan losses. Upon disposition of an impaired loan, loss of principal, if any, is recorded through a charge-off to the allowance for loan losses. F-11 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (h) Loan Origination and Commitment Fees and Related Costs Loan origination fees, net of direct underwriting and closing costs, are deferred and amortized to interest income using the interest method over the contractual term of the loan, adjusted for actual loan prepayment experience. Unamortized fees on loans sold or paid in full are recognized as income. Adjustable-rate loans with lower initial interest rates during the introductory period result in the amortization of a substantial portion of the net deferred fees during the introductory period. Fees received in connection with loan commitments are deferred and recognized as fee revenue on a straight-line basis over the term of the commitment. If the commitment is subsequently exercised during the commitment period, the remaining unamortized commitment fee at the time of exercise is recognized over the term of the loan using the interest method. Commitment fees paid to investors, for the right to deliver residential loans in the future to the investors at specified yield, are deferred. Amounts are included in the recognition of gain (loss) on sale of loans as loans are delivered to the investor in proportion to the percentage relationship of loans delivered to the total commitment amount. Any unused fees are recognized as an expense at the expiration of the commitment date, or earlier, if it is determined the commitment will not be filled. Other loan fees and charges, which represent income from the prepayment of loans, delinquent payment charges, and miscellaneous loan services, are recognized as income when collected. (i) Premises and Equipment Land is carried at cost. Premises, equipment and leasehold improvements are stated at cost, less accumulated depreciation. Premises, equipment and leasehold improvements are depreciated on a straight-line basis over the lesser of the lease term or the estimated useful lives of the various classes of assets. Maintenance and repairs on premises and equipment are charged to expense in the period incurred. Closed facilities of the Company and its subsidiaries are carried at fair value. In the case of leased premises that are vacated by the Company, a liability is recorded representing the difference between the net present value of future lease payments plus holding costs and the net present value of anticipated sublease income, if any, for the remaining term of the lease. (j) Foreclosed Real Estate Real estate acquired through, or in lieu of, loan foreclosure is initially recorded at fair value less estimated disposal costs at the time of foreclosure. Subsequent to foreclosure, the Company charges current earnings with a provision for estimated losses if the carrying value of the collateral property exceeds its fair value. Gains or losses on the sale of real estate are recognized upon disposition of the property. Carrying costs such as maintenance and property taxes are expensed as incurred. (k) Intangible Assets Intangible assets, which primarily consist of the excess of cost over fair value of net assets acquired in business combinations accounted for as a purchase, are amortized on a straight-line basis over the expected period to be benefited of 15 years. The Company periodically reviews the operations of the businesses acquired to determine that income from operations continues to support the recoverability of its intangible assets and the amortization periods used. (l) Mortgage Servicing Rights The Company purchases mortgage servicing rights separately and acquires mortgage servicing rights through the sale of loans it purchases or originates. Generally, purchased mortgage servicing rights are capitalized at the cost to acquire the rights and are carried at the lower of cost, net of accumulated amortization, or fair value. F-12 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Originated mortgage servicing rights are capitalized based on the relative fair value of the servicing right to the fair value of the loan and the servicing right and are carried at the lower of the capitalized amount, net of accumulated amortization, or fair value. A portion of the cost of originating a mortgage loan is allocated to the mortgage servicing right based on its relative fair value. To determine the fair value of mortgage servicing rights the Company uses market prices for comparable mortgage servicing contracts, when available, or alternatively, uses a valuation model that calculates the present value of future net servicing income. In using this valuation method, the Company incorporates assumptions that market participants would use in estimating future net servicing income, which includes estimates of the cost of servicing, the discount rate, mortgage escrow earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Mortgage servicing rights are amortized in proportion to, and over the period of, estimated net servicing income. The amortization of the mortgage servicing rights is analyzed periodically and is adjusted to reflect changes in prepayment rates and other estimates. Prepayment rates used in the determination of amortization during 1999 and 1998 were 18.5% Constant Prepayment Rate ("CPR") and 23.1% CPR, respectively. A decline in long-term interest rates generally results in an acceleration in mortgage loan prepayments. The Company evaluates the possible impairment of servicing rights based on the difference between the carrying amount and current fair value of the servicing rights. In determining impairment, the Company aggregates all mortgage servicing rights and stratifies them based on the predominant risk characteristics of interest rate, loan type and investor type. If impairment were to exist, a valuation allowance would be established for any excess of amortized cost over the current fair value, by risk stratification, by a charge to income. The Company employs hedging techniques through the use of interest rate floor contracts, swaptions, principal-only swap agreements and prepayment linked swap agreements to reduce the sensitivity of its earnings and value of its servicing rights to declining interest rates and borrower prepayments as further discussed in note 36. The Company uses hedge accounting because mortgage servicing rights expose the Company to interest risk and at the inception of the hedge and throughout the hedge period, high correlation of changes in the market value of the hedge instruments and the fair value of the mortgage servicing rights are probable so that the results of the hedge instruments will substantially offset the effects of interest rate changes on the mortgage servicing rights. If these requirements are not met, the hedge instruments would be considered speculative and would be marked to market with changes in market value reflected in current income. The premium paid by the Company on the interest rate floor contracts and swaptions is amortized over the life of the contract. Amounts receivable or payable under the principal only swap agreements and prepayment linked swap agreements and amounts receivable under the interest rate floor contracts, swaptions or terminated hedges are included in the carrying value of mortgage servicing rights and are amortized as part of the basis in mortgage servicing rights. (m) Gains/Losses on Sales and Settlement of Loans Mortgage loans are generally sold with the mortgage servicing rights retained by the Company. The carrying value of mortgage loans sold is reduced by the cost allocated to the associated mortgage servicing rights. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loans sold. Deferred origination fees and expenses, net of commitment fees paid in connection with the sale of the loans, are recognized at the time of sale in the gain or loss determination. In the normal course of business, the Company purchases loans held for investment at a discount. Proceeds received in settlement of loans in excess of the carrying value are included in gain on sale and settlement of loans, net. F-13 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (n) Servicing Fee Income Servicing fee income is recorded for fees earned for servicing mortgage loans under servicing agreements with Fannie Mae ("FNMA"), Freddie Mac ("FHLMC"), the Government National Mortgage Association ("GNMA"), and certain private investors. The fees are based on a contractual percentage of the outstanding principal balance or a fixed amount per loan and are recorded as income when received. The amortization of mortgage servicing rights is netted against servicing fee income. (o) Derivatives The Company uses interest rate derivative financial instruments (interest rate swaps, interest rate floors, swaptions, principal only swaps and prepayment linked swaps) primarily to hedge against prepayment risk in its mortgage servicing portfolio caused by declining interest rates and, to a lesser extent, to hedge against the interest rate risk inherent in fixed-rate FHLB advances. These instruments serve to reduce rather than increase the Company's exposure to movements in interest rates, both at inception and throughout the hedge period. At the inception of the hedge, the Company identifies an individual asset or liability, or an identifiable group of essentially similar assets or liabilities, that expose the Company to interest rate risk at the consolidated level. Interest rate derivative financial instruments receive hedge accounting treatment only if they are designated as a hedge and are expected to be, and are, effective in substantially reducing interest rate risk arising from the assets and liabilities identified as exposing the Company to risk. Those derivative financial instruments that do not meet the hedging criteria discussed below would be classified as trading activities and would be recorded at fair value with changes in fair value recorded in income. Derivative hedge contracts must meet specific correlation tests (i.e., the change in their fair values must be within 80 to 125 percent of the opposite change in the fair values of the hedged assets or liabilities). Changes in fair value of the derivative financial instruments must be effective at offsetting changes in the fair value of the hedged items during the term of the hedge. Further, if the underlying financial instrument differs from the hedged asset or liability, there must be a clear economic relationship between the prices of the two financial instruments. If periodic assessment indicates derivatives no longer provide an effective hedge, the derivatives contracts would be closed out, settled or classified as a trading activity. The net settlement (upon close out or termination) that offsets changes in the value of the hedged asset or liability is deferred and amortized into net interest income over the life of the hedged asset or liability. The portion, if any, of the net settlement amount that did not offset changes in the value of the hedge asset or liability is recognized immediately in noninterest income. Interest rate swaps are accounted for under the "accrual method." Interest rate floors, swaptions, principal only swaps and prepayment linked swaps are accounted for under the "deferral method." Under the accrual method, the net interest payment due or owed under the instrument is recognized over the life of the contract in net interest income. Under the deferral method, realized gains or losses, or payments made or received on the derivative financial instrument, are reported as adjustments to the carrying value of the hedged asset or liability. There is no recognition under either method on the balance sheet for changes in the derivative's fair value. Except for contracts designated as a hedge of an available-for-sale security, derivative financial instruments are not carried at fair value. If there were contracts that were designated as a hedge of an available-for-sale security, in addition to the accrual method and deferral method of accounting, these contracts would be carried at fair value with the resulting gain or loss recognized in other comprehensive income. Swaption and interest rate floor premiums are classified on the balance sheet with the hedged asset or liability at the time the premium is paid. These premiums are amortized to net loan servicing fee income over the life of the contract. F-14 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements If a hedged asset or liability settles before maturity of the hedging interest rate derivatives, the derivatives are closed out, and previously unrecognized hedge results, if any, and the net settlement upon close out would be accounted for as part of the gains and losses on the hedged asset or liability. If derivative financial instruments used in an effective hedge are closed out before the hedged item settles, previously unrecognized hedge results, if any, and the net settlement upon close out are deferred and amortized over the life of the hedged asset or liability. Cash flows resulting from the derivative financial instruments that are accounted for as hedges of assets and liabilities are classified in the cash flow statement in the same category as the cash flows of the items being hedged. (p) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is maintained against the deferred tax asset in an amount representing the amount of such asset which is more likely than not that the Company will be unable to utilize. The deferred tax asset is continually evaluated for realizability. To the extent that management's judgment regarding the realization of the deferred tax asset changes, an adjustment to the allowance is recorded, with an offsetting increase or decrease, as appropriate, in income tax expense. Such adjustments are recorded in the period in which management's estimate as to the realizability of the asset changed. Prior to the Golden State Merger, for federal income tax purposes, Parent Holdings and FN Holdings were members of the Mafco Holdings Inc. affiliated group, ("Mafco Group"), and accordingly, their federal taxable income or loss prior to the Golden State Acquisition was included in the consolidated federal income tax return filed by Mafco. Parent Holdings may also be included in certain state and local income tax returns of Mafco or its subsidiaries. The FN Holdings tax sharing agreement with Mafco provided that income taxes be based on the separate results of FN Holdings. The agreement generally provided that FN Holdings would pay Mafco amounts equal to the taxes that FN Holdings would be required to pay if it were to file a return separately from the affiliated group. Furthermore, the agreement provided that FN Holdings would be entitled to take into account any net operating loss carryovers in determining its tax liability. The agreement also provided that Mafco pay FN Holdings amounts equal to tax refunds FN Holdings would be entitled to if it had always filed a separate company tax return. Parent Holdings did not enter into any tax sharing agreements with Mafco. In connection with the Golden State Acquisition, the tax sharing agreement with Mafco was assumed by the Company for taxable periods ending after the acquisition. The Company, the successor of Parent Holdings, is the parent corporation of the Golden State affiliated group. Accordingly, the Company and its subsidiaries file consolidated federal income tax returns and certain state and local income tax returns for periods subsequent to September 11, 1998. (q) Issuable Shares The Golden State Merger agreement provides that GSB Investments (as defined herein), as successor to First Gibraltar, and Hunter's Glen will be entitled to receive contingent consideration, through the issuance by Golden State of additional shares of Golden State Common Stock (as defined herein) ("Issuable Shares") to GSB Investments and Hunter's Glen, based on (a) the use by the combined company of certain tax benefits resulting from net operating loss carryforwards of the consolidated group of which Parent Holdings was a part, and the realization of certain other tax assets and liabilities of Golden State and Parent Holdings and (b) California Federal's net after-tax recovery in certain specified litigation, including a percentage of the net after-tax recovery, if any, in the California Federal Goodwill Litigation (as defined herein) (following payment by California Federal of all amounts due, if any, to the holders of the Contingent Litigation Recovery Participation Interests ("CALGZs") and the F-15 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Secondary Contingent Litigation Recovery Participation Interests ("CALGLs") and the retention of certain amounts of such recovery by the Bank). The Golden State Merger agreement provides generally that the amount of the net after-tax recovery, if any, resulting from the California Federal Goodwill Litigation which will be excluded in determining the number of Issuable Shares issuable in respect of the California Federal Goodwill Litigation will be based on 15% of the value of the net after-tax recovery in the Glendale Goodwill Litigation (as defined herein) to be excluded for purposes of determining the number of shares of Golden State Common Stock issuable upon exercise of the LTW(TM)s (as defined herein), adjusted to reflect the pro forma ownership interest of GSB Investments and Hunter's Glen in Golden State at the time of the Golden State Merger. The total number of Issuable Shares cannot be determined at the present time, as such number depends upon factors that are not subject to determination at this time. These factors include, among other things, the market price of Golden State Common Stock, the net value to the Company of certain assets and liabilities of Golden State and Parent Holdings, including potential recoveries in the Glendale Goodwill Litigation, the California Federal Goodwill Litgation and certain other litigation to which affiliates of Parent Holdings are parties, and potential tax benefits resulting from the use of net operating loss carryforwards of the consolidated group of which Parent Holdings was a part and the realization of certain other tax assets and liabilities of Golden State and Parent Holdings. For financial reporting purposes, the Company records its estimate of Issuable Shares related to the use of tax benefits based upon the Company's net income, adjusted for permanent tax differences. For interim quarterly reporting periods, a pro-rata portion of the Company's annual estimate is used when determining diluted shares outstanding. For purposes of determining the number of additional shares to actually be issued in a given year, computations are based upon contractual provisions contained in the Golden State Merger agreement. Such provisions pertain to the Company's taxable income (net income as reported, adjusted for permanent tax differences and adjusted further for timing differences), as reported on the Company's federal income tax returns and are subject to certain limitations. (r) Stock Compensation Plan The Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation, encourages all entities to adopt a fair value based method of accounting for employee stock compensation plans, whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. However, it also allows an entity to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, whereby compensation cost is the excess, if any, of the quoted market price of the stock at the grant date (or other measurement date) over the amount an employee must pay to acquire the stock. Stock options issued under Golden State's stock option plan established for the benefit of the Bank's employees have no intrinsic value at the grant date, and under APB Opinion No. 25, no compensation cost was recognized for them. Compensation expense related to restricted stock issued under Golden State's stock plan is recognized on a straight line basis over the vesting period for each tranche of the award, with a corresponding increase to additional paid-in capital. The Company has elected to continue with the accounting methodology prescribed in APB Opinion No. 25 and complies with the disclosure requirements of SFAS No. 123. (s) Earnings per Common Share The Company has adopted SFAS No. 128 Earnings per Share. SFAS No. 128 requires the presentation of earnings per common share and diluted earnings per common share. Consistent with the provisions of SFAS No. 128, earnings per common share includes the dilutive effect of issuable shares, but excludes the dilutive effect of stock options and warrants. The dilutive effect of stock options and warrants issued prior to September 11, 1998 (which are convertible into the right to receive both shares of Golden State Common Stock and LTW(TM)s) used to compute diluted earnings per share, is based on the average market prices of Golden State's Common Stock and LTW(TM)s for the period. The dilutive effect of issuable shares (used in both the basic and dilutED earnings per share computation) and stock options issued after September 11, 1998 is based solely on the average market price of Golden State's Common Stock for the period as such shares are not eligible to receive LTW(TM)s upon issuance. F-16 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Earnings per common shaRE is computed by dividing net income available to common stockholders by the average number of common shares outstanding during the period, including the dilutive effect of issuable shares, as appropriate. Diluted earnings per common share is computed by dividing net income available to common stockholders by the average number of common shares outstanding during the period, including the dilutive effect of issuable shares, stock options and warrants outstanding during the period. (t) Management's Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities, (b) disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (c) the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. (u) Recent Accounting Pronouncements In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 establishes standards for derivative instruments and for hedging activities, and requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. Under SFAS No. 133, an entity that elects to apply hedge accounting is required to establish at the inception of the hedge the method it will use for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge. SFAS No. 133 applies to all entities and amends SFAS No. 107, Disclosures About Fair Values of Financial Instruments, to include in Statement 107 the disclosure provisions about concentrations of credit risk from Statement 105. SFAS No. 133 supersedes SFAS No. 80, Accounting for Futures Contracts, SFAS No. 105, Disclosure of Information about Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentrations of Credit Risk, and SFAS No. 119, Disclosure about Derivative Instruments and Fair Value of Financial Instruments. SFAS No. 133 also nullifies or modifies the consensuses reached on a number of issues addressed by the Emerging Issues Task Force. SFAS No. 133, as amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133 - an amendment of FASB Statement No. 133, is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Initial application of this statement should be as of the beginning of an entity's fiscal quarter. On that date, hedging relationships must be designated anew and documented pursuant to the provisions of this statement. Earlier application of all of the provisions of SFAS No. 133 is encouraged, but is permitted only as of the beginning of any fiscal quarter that begins after issuance of the statement. SFAS No. 133 should not be applied retroactively to financial statements of prior periods. Management has established a multi-disciplinary task force to assess the statement's effect on the Company's consolidated financial statements and to coordinate its implementation. (3) Acquisitions and Divestitures ----------------------------- Golden State Acquisition On September 11, 1998, First Nationwide (Parent) Holdings Inc. ("Parent Holdings") and Hunter's Glen/Ford Ltd. ("Hunter's Glen") completed the merger with Golden State, the publicly traded parent company of Glendale Federal, in a tax-free exchange of shares (the "Golden State Merger"), accounted for under the purchase method of accounting. Pursuant to the Golden State Merger agreement, (a) FN Holdings contributed all of its assets (including all of the common stock of the Bank) to GS Holdings (the "FN Holdings Asset Transfer"), (b) Parent Holdings, which then owned all of the common stock of FN Holdings as a result of the extinguishment of the Hunter's Glen minority interest, merged with and into Golden State, which indirectly owned 100% of the common stock of Glendale Federal, (c) FN Holdings merged with and into Golden State Financial Corporation ("GS Financial"), which owned all of the common stock of Glendale Federal (the "FN Holdings Merger," and together with the Golden State Merger, the "Holding Company Mergers") and (d) Glendale Federal merged with and into the Bank F-17 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (the "Glen Fed Merger"). The FN Holdings Asset Transfer, the Holding Company Mergers and the Glen Fed Merger are referred to collectively as the "Golden State Acquisition." Pursuant to the Golden State Merger agreement, First Gibraltar Holdings Inc. ("First Gibraltar"), the parent company of Parent Holdings, and Hunter's Glen, a 20% minority shareholder of FN Holdings, received at the closing of the Golden State Acquisition, in consideration of their interests as stockholders of Parent Holdings and FN Holdings, 56,722,988 shares of common stock, par value $1.00 (the "Golden State Common Stock"), that constituted, in the aggregate, 47.9% of the common stock outstanding, immediately after giving effect to the Golden State Acquisition. In connection with the Golden State Merger, the Hunter's Glen minority interest in FN Holdings was extinguished. Subsequent to the Golden State Merger, GSB Investments Corp. ("GSB Investments"), an indirect subsidiary of Mafco Holdings Inc., became the successor to First Gibraltar under the Golden State Merger agreement and the owner of the shares of common stock previously held by First Gibraltar. At September 11, 1998, Glendale Federal had total assets of approximately $18.9 billion and deposits of $11.3 billion and operated 181 branches and 26 loan offices in California. The following is a summary of assets acquired and liabilities assumed in connection with the Golden State Acquisition at September 11, 1998.

The Golden State Acquisition was accounted for as a purchase and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed in the transaction based on estimates of fair value at the date of purchase. Since the date of purchase, the results of operations related to such assets and liabilities have been included in the Company's consolidated statements of income. Merger and integration costs associated with the Golden State Acquisition were $7.7 million and $59.2 million for the years ended December 31, 1999 and 1998, respectively, including severance for terminated California Federal employees, expenses for California Federal branch closures, and conversion and consolidation costs, as well as transition expenses for duplicate personnel, facilities and computer systems during the integration period. F-18 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements During the year ended December 31, 1999, the Company recorded fair value and other adjustments to increase intangible assets in the Golden State Acquisition by $0.3 million, increasing a previously recorded vacant facility accrual. In addition, intangible assets were reduced by $16.6 million, $18.1 million and $12.4 million related to (a) previously accrued severance and termination costs (which had not been utilized upon completion of the integration plan), (b) a "true-up" adjustment of the deferred tax asset and (c) the purchase price, respectively. Nevada Branch Purchase On April 16, 1999, the Bank acquired twelve retail branches located in Nevada with deposits of approximately $543 million from Norwest Bank, Nevada, a subsidiary of Norwest Corporation, and Wells Fargo Bank, N.A (the "Nevada Purchase"). Intangible assets of $50.7 million were recorded in connection with this acquisition, principally representing the deposit premium paid in the transaction. Florida Branch Sale On September 11, 1998, the Bank consummated the sale of its Florida bank franchise (consisting of 24 branches with deposits of $1.4 billion) to Union Planters Bank of Florida, a wholly owned subsidiary of Union Planters Corp. (the "Florida Branch Sale"). The Company recorded a pre-tax gain of approximately $108.9 million in connection with the Florida Branch Sale, representing a deposit premium of approximately 7.92%. Texas Branch Sale On December 12, 1997, the Bank sold its retail deposits and all related retail banking facilities in the state of Texas (consisting of three branches) totalling $57.6 million at a gross price representing a deposit premium of 4.1% and resulting in a pre-tax gain on sale of $2.5 million (the "Texas Branch Sale"). Auto One and GSAC Acquisitions On September 1, 1997, the Bank acquired Auto One Acceptance Corporation ("Auto One") in a purchase transaction (the "Auto One Acquisition"). Auto One primarily engages in indirect sub-prime auto financing activities, providing loan processing, funding and loan servicing, for over 800 franchised automobile dealers. Auto One is a licensed lender in 47 states and is headquartered in Dallas, Texas. The Company's consolidated statements of income include the results of operations for Auto One from September 1, 1997. On February 4, 1998, Auto One, a subsidiary of the Bank, acquired 100% of the partnership interests in Gulf States Acceptance Company, a Delaware limited partnership ("GSAC") and its general partner, Gulf States Financial Services, Inc., a Texas corporation. GSAC was liquidated and its assets and liabilities were transferred to Auto One (the "GSAC Acquisition"). The aggregate consideration paid by Auto One in connection with the GSAC Acquisition was approximately $13.6 million plus 250 shares of its common stock, par value $1.00 per share, representing a 20% interest in the common stock of Auto One. This interest is reflected in the Company's consolidated balance sheet as minority interest. Weyerhaeuser Purchase On May 31, 1997, FNMC acquired a 1-4 unit residential loan servicing portfolio of approximately $3.2 billion and approximately 40,000 loans from WMC Mortgage Corporation (the "Weyerhaeuser Purchase") for $37.1 million. The Company's consolidated statements of income include the results of the acquired servicing portfolio from June 1, 1997. Garberville Branch Sale On May 9, 1997, the Bank consummated the sale of deposit accounts and related retail banking assets comprised of cash on hand, loans on deposits and facilities totalling $21.7 million to Humbolt Bank at a gross price representing a deposit premium of 4.5% (the "Garberville Branch Sale"), and resulting in a pre-tax gain on sale of $1.1 million. F-19 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Cal Fed Acquisition On January 3, 1997, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among FN Holdings, Cal Fed Bancorp Inc. ("Cal Fed") and California Federal Bank, A Federal Savings Bank ("Old California Federal"), FN Holdings acquired 100% of the outstanding stock of Cal Fed and Old California Federal, and First Nationwide merged with and into Old California Federal (the "Cal Fed Acquisition"). The aggregate consideration paid under the Merger Agreement consisted of approximately $1.2 billion in cash and the issuance of litigation interests. Cal Fed, a savings and loan holding company, owned 100% of the common stock of Old California Federal. At December 31, 1996, Old California Federal had total assets of approximately $14.1 billion and deposits of $8.9 billion, and operated 119 branches in California and Nevada. Effective January 3, 1997, First Nationwide changed its name to California Federal Bank, A Federal Savings Bank. In connection with the Cal Fed Acquisition, FN Holdings made a capital contribution to the Bank on January 3, 1997 of approximately $685 million. The following is a summary of the assets acquired and liabilities assumed in connection with the Cal Fed Acquisition at January 3, 1997:

The Cal Fed Acquisition was accounted for as a purchase and accordingly, the purchase price was allocated to assets acquired and liabilities assumed in the transaction based on estimates of fair value at the date of purchase. During 1998, the Company recorded fair value adjustments to reduce other liabilities and excess cost over fair value of net assets acquired by $71.2 million related to (a) to receipt of a tax refund related to periods prior to January 3, 1997 and (b) previously accrued severance and contract termination costs (which had not been utilized upon completion of the integration plan). During 1999, the Company recorded an adjustment to reduce other liabilities and excess cost over fair value of net assets acquired by $38.2 million, also related to a tax refund for periods prior to January 3, 1997. Since the date of purchase, the results of operations related to such assets and liabilities have been included in the Company's consolidated statements of income. F-20 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Servicing Sales During April 1999, FNMC sold servicing rights on approximately 49,000 loans with an unpaid principal balance of $2.0 billion, recognizing a pre-tax gain of $16.3 million. On September 30, 1997, FNMC sold servicing rights for approximately 52,000 loans with an unpaid principal balance of approximately $2.3 billion, recognizing a pre-tax gain of $14.0 million. Pro Forma Financial Information The following unaudited pro forma financial information combines the historical results of the Company as if the Golden State Acquisition, the issuance of the GS Holdings Notes (as defined herein) and the Refinancing Transactions (as defined herein) had occurred as of the beginning of each of the years presented (in thousands, except per share data): Year Ended December 31, 1998 1997 ---- ---- Net interest income $1,053,314 $1,001,484 Net income 556,834 136,810 Earnings per Share: Basic $4.21 $1.18 Diluted 3.68 1.09 The pro forma information does not include the effect of the Weyerhaeuser Purchase, the Auto One Acquisition, the GSAC Acquisition, the Servicing Sales, the Garberville Branch Sale, the Texas Branch Sale, or the Florida Branch Sale because such effect is not significant. The pro forma results are not necessarily indicative of the results which would have actually been obtained if the Golden State Acquisition, the issuance of the GS Holdings Notes or the Refinancing Transactions had been consummated in the past nor do they project the results of operations in any future period. Purchase Accounting Adjustments Premiums and discounts related to interest-earning assets acquired and interest-bearing liabilities assumed are amortized (accreted) to operations using the interest method over the estimated remaining lives of the respective assets and liabilities. (4) Issuance of Debt Securities --------------------------- On August 6, 1998, GS Escrow Corp, ("GS Escrow"), an affiliate of GS Holdings, issued $2 billion in debt securities (the "GS Holdings Notes"). The GS Holdings Notes were issued to fund, in part, the cash tender offers discussed below, that occurred following the Golden State Acquisition. The GS Holdings Notes consist of (a) $250 million aggregate principal amount of its Floating Rate Notes due 2003 (the "Floating Rate Notes"), (B) $350 million aggregate principal amount of its 6 3/4% Senior Notes due 2001 (the "2001 Notes"), (c) $600 million aggregate principal amount of its 7% Senior Notes Due 2003 (the "2003 Notes") and (d) $800 million aggregate principal amount of ITS 7 1/8% Senior Notes Due 2005 (the "2005 Notes" and, together with the 2001 Notes and the 2003 Notes, the "Fixed Rates Notes" and, together with the Floating Rates Notes, the "GS Holdings Notes"). Interest on the Fixed Rate Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 1999. The Floating Rate Notes bear interest at a rate equal to the three-month LIBOR plus 100 basis point per annum, except that the initial rate was 6 3/4% per annum, based on six-month LIBOR (which initial interest rate resets on the first interest payment date, and, thereafter, on a quarterly basis). The first interest payment date for the Floating Rate Notes was February 1, 1999. Thereafter, interest is payable, and the interest rate resets, quarterly on each May 1, August 1, November 1 and February 1. The weighted average interest rate on the F-21 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Floating Rate Notes during 1999 was 6.33%. The 2001 Notes, 2003 Notes and 2005 Notes will mature on August 1 of the respective year. The GS Holdings Notes were issued to fund, in part, the Refinancing Transactions that occurred following the Golden State Acquisition. Deferred issuance costs of $38.6 million related to the GS Holdings Notes are included in the Company's other assets and are being amortized over the life of such notes. See note 20. (5) Refinancing Transactions ------------------------ On August 17, 1998, FN Holdings commenced cash tender offers (the "Bank Preferred Stock Tender Offers") for each of the Bank's two outstanding series of Bank Preferred Stock (as defined herein), which had a total aggregate liquidation preference of $473.2 million. The Bank Preferred Stock Tender Offers expired on September 14, 1998, at which time 222,721 shares of the 10 5/8% Preferred Stock (as defined herein) and 995,437 shares of the 11 1/2% Preferred Stock (as defined herein) were purchased for an aggregate purchase price of $135.8 million. During the remainder of 1998 and 1999, GS Holdings continued to purchase Bank Preferred Stock through privately negotiated transactions. Through December 31, 1998, 894,980 additional shares of the 10 5/8% Preferred Stock and 1,693,522 shares of the 11 1/2% Preferred Stock had been purchased for an aggregate purchase price of $287.7 million. On April 1, 1999, GS Holdings redeemed all of the remaining 607,299 outstanding shares of the Bank's 10 5/8% Preferred Stock not already owned by it for $105.313 per share, for a total redemption price of $63.9 million. On September 1, 1999, GS Holdings redeemed all of the remaining 318,341 outstanding shares of the Bank's 11 1/2% Preferred Stock not already owned by it for $105.75 per share for a total redemption price of $33.7 million. The net tender premiums and expenses paid in connection with the Bank Preferred Stock Tender Offers totalled $5.1 million and $36.9 million for the years ended December 31, 1999 and 1998, respectively, and are reflected as minority interest on the Company's consolidated statements of income. See note 24. On September 14, 1998, GS Holdings commenced cash tender offers (the "Debt Tender Offers" and together with the Bank Preferred Stock Tender Offers and the Parent Holdings Defeasance (as defined herein), the "Refinancing Transactions") for the FN Holdings 12 1/4% Senior Notes, the Fn Holdings 9 1/8% Senior Sub Notes and the Fn Holdings 10 5/8% Notes (each as defined herein and collectively, the "FN Holdings Notes"), which together had a total aggregate principal amount of $915 million. Through December 31, 1998, GS Holdings purchased $914.5 million aggregate principal amount of the FN Holdings Notes for an aggregate purchase price, including accrued interest payable, of $1.1 billion. On May 15, 1999, GS Holdings redeemed the remaining $0.2 million aggregate principal amount of the FN Holdings 12 1/4% Senior Notes for an aggregate redemption price, including accrued interest payable, of $252.6 thousand. AT December 31, 1999, only $0.3 million of the FN Holdings 10 5/8% Notes remained outstanding. The after tax tender premiums and expenses paid in connection with the Debt Tender Offers totalled $98.7 million and are reflected as an extraordinary loss, net of taxes, on the Company's consolidated statement of income for the year ended December 31, 1998. Concurrently with the closing of the Debt Tender Offers, GS Financial, as the successor obligor, gave a 30-day notice of redemption for all the outstanding $455 million aggregate principal amount of 12 1/2% Senior Notes Due 2003 of Parent Holdings (the "Parent Holdings Notes"), and irrevocably deposited money or government obligations in trust in an amount sufficient to pay the redemption price therefor, together with any accrued and unpaid interest to the date of redemption, for the purpose of defeasing the Parent Holdings Notes (the "Parent Holdings Defeasance"). The Parent Holdings Defeasance was completed on October 14, 1998. The after-tax redemption premiums and expenses paid in connection with the Parent Holdings Defeasance totalled $51.6 million and are reflected as extraordinary loss, net of taxes, on the consolidated statement of income for the year ended December 31, 1998. (6) GS Escrow Merger ---------------- On September 14, 1998, GS Escrow was merged with and into GS Holdings, pursuant to a merger agreement by and between GS Escrow and GS Holdings (the "GS Escrow Merger"). In connection therewith, GS Holdings acquired the net proceeds of $2.0 billion from the Refinancing Transactions and became successor obligor on the GS Holdings Notes. GS Escrow was a newly formed subsidiary of GSB Investments, an indirect parent company of FN F-22 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Holdings, and had no significant assets. GS Escrow had not engaged in any business operations, acquired any assets or incurred any liabilities, other than in connection with the issuance of the GS Holdings Notes.

(8) Securities Available for Sale ----------------------------- At December 31, 1999 and 1998, securities available for sale and the related unrealized gain or loss consisted of the following (in thousands):

F-23 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements

The weighted average stated interest rates on securities available for sale were 6.24% and 6.15% at December 31, 1999 and 1998, respectively. The following represents a summary of the amortized cost, estimated fair value (carrying value) and weighted average yield of securities available for sale with related maturities (dollars in thousands):

At December 31, 1999, U.S. government and agency obligations available for sale of $109.4 million were pledged as collateral for various obligations. See notes 19, 20 and 33. (9) Securities Held to Maturity --------------------------- At December 31, 1999 and 1998, securities held to maturity consisted of the following (in thousands):

F-24 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The weighted average stated interest rates on securities held to maturity were 4.89% and 4.77% at December 1999 and 1998, respectively. The following represents a summary of the amortized cost (carrying value), estimated fair value, and weighted average yield of securities held to maturity with related maturities (dollars in thousands):

(10) Mortgage-backed Securities Available for Sale --------------------------------------------- At December 31, 1999 and 1998, mortgage-backed securities available for sale and the related unrealized gain or loss consisted of the following (in thousands):

F-25 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following represents a summary of the amortized cost, estimated fair value (carrying value) and weighted average yield of mortgage-backed securities available for sale (dollars in thousands):

The weighted average stated interest rates on mortgage-backed securities available for sale were 6.62% and 6.74% at December 31, 1999 and 1998, respectively. At December 31, 1999 and 1998, mortgage-backed securities available for sale included securities totalling $0.9 billion and $1.1 billion, respectively, which resulted from the securitization of certain qualifying mortgage loans from the Bank's loan portfolio. At December 31, 1999 and 1998, mortgage-backed securities available for sale included $4.3 billion and $5.6 billion, respectively, of variable-rate securities. At December 31, 1999, mortgage-backed securities available for sale of $9.9 billion were pledged as collateral for FHLB advances and securities sold under agreements to repurchase as further discussed in notes 19, 20 and 33. Further, at December 31, 1999, mortgage-backed securities available for sale with a carrying value of $755.0 million were pledged for various other obligations and includes $42.9 million in securities pledged to FNMA associated with the sales of certain securitized multi-family loans as further discussed in note 33. (11) Mortgage-backed Securities Held to Maturity ------------------------------------------- At December 31, 1999 and 1998, mortgage-backed securities held to maturity consisted of the following (in thousands):

F-26 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following represents a summary of the amortized cost (carrying value), estimated fair value and weighted average yield of mortgage-backed securities held to maturity (dollars in thousands):

The weighted average stated interest rates on mortgage-backed securities held to maturity were 6.92% and 7.22% at December 31, 1999 and 1998, respectively. At December 31, 1999 and 1998, mortgage-backed securities held to maturity included variable-rate securities totalling $2.1 billion and $2.7 billion, respectively, which resulted from the securitization with FNMA and FHLMC of certain qualifying mortgage loans from the Bank's loan portfolio with full recourse to the Bank. At December 31, 1999, mortgage-backed securities held to maturity of $1.9 billion were pledged as collateral for various obligations as further discussed in notes 19, 20 and 33. Further, at December 31, 1999, mortgage-backed securities held to maturity with a carrying value of $50.1 million were pledged for various other obligations. See note 33. (12) Loans Receivable, Net --------------------- At December 31, 1999 and 1998, loans receivable, net, included the following (in thousands):

At December 31, 1999, $23.9 billion in residential loans were pledged as collateral for FHLB advances as further discussed in notes 20 and 33. F-27 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As a result of the Golden State and Cal Fed Acquisitions, the Bank assumed obligations for certain loans sold with recourse. The outstanding balances of loans sold with recourse at December 31, 1999 totalled $3.0 billion. No loans were sold with recourse during the years ended December 31, 1999, 1998 and 1997. The Bank evaluates the credit risk of loans sold with recourse and, if necessary, records a liability (included in other liabilities) for estimated losses related to these potential obligations. At December 31, 1999, such liability totalled $70.9 million. Auto loans purchased at a discount related to credit quality are included in the balance sheet amount of loans receivable as follows (in thousands):

Nonaccretable Contractual Cash Flows represents contractual principal and interest cash flows that the Company determined, at acquisition, it was probable the Company would be unable to collect. The increase in Accretable Yield in 1998 includes a $2.0 million reclassification from Nonaccretable Contractual Cash Flows for cash flows expected to be collected in excess of those previously expected. The increase in Nonaccretable Contractual Cash Flows in 1999 includes $7.3 million representing an allocation from the allowance for loan losses. The actual cash flows for one of the purchased pools plus the expected cash payments were determined to be less than the expected cash flows estimated at the time of purchase. Accordingly, an allocation from the allowance for loan losses was made in the amount by which the carrying value of this purchased pool exceeded the present value of the expected cash flows from such pool.

During the years ended December 31, 1999 and 1998, the Company incurred losses of $7.3 million and zero, respectively, on loans purchased at a discount by increasing the allocated allowance for loan losses relative to such loans. Further, loss allowances totalling $5.1 million were acquired from predecessor institutions in connection with the Glen Fed Merger and the GSAC Acquisition. No loss accruals were reversed in 1999 or 1998. F-28 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following table presents loans which have been placed on nonaccrual status as of the dates indicated (in thousands): At December 31, ------------------------------- 1999 1998 ---- ---- Nonaccrual loans: Real estate loans: 1-4 unit residential $125,238 $189,193 5+ unit residential 5,820 16,045 Commercial and other 8,279 10,362 Construction 150 1,208 -------- -------- Total real estate 139,487 216,808 Non-real estate 11,267 9,380 -------- -------- Total nonaccrual loans $150,754 $226,188 ======== ======== The following table presents performing loans classified as troubled debt restructuring, as of December 31, 1999 and 1998 (in thousands): At December 31, ----------------------- 1999 1998 ---- ---- 1-4 unit residential $ 1,944 $ 3,468 5+ unit residential 4,834 8,805 Commercial and other real estate 18,052 19,211 ------- ------- Total restructured loans $24,830 $31,484 ======= ======= At December 31, 1999, $27.0 billion, or 83.3%, of the Company's loan portfolio consisted of real estate loans collateralized by properties located in California. The financial condition of the Company is subject to general economic conditions such as the volatility of interest rates and real estate market conditions and, in particular, to conditions in the California residential real estate market. Any downturn in the economy generally, and in California in particular, could reduce real estate values. An increase in the general level of interest rates may adversely affect the ability of certain borrowers to pay the interest on and principal of their obligations. Accordingly, in the event interest rates rise or real estate market values decline, particularly in California, the Company and the Bank may find it difficult to maintain its asset quality and may require additional allowances for loss above the amounts currently estimated by management. For nonaccrual loans and loans classified as troubled debt restructurings, the following table summarizes the interest income recognized ("Recognized") and total interest income that would have been recognized had the borrowers performed under the original terms of the loans ("Contractual") for the years ended December 31, 1999 and 1998 (in thousands):

F-29 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Activity in the allowance for loan losses for the years ended December 31, 1999, 1998 and 1997 is summarized as follows (in thousands):

(13) Impaired Loans -------------- At December 31, 1999 and 1998, the balance of loans that are considered to be impaired totalled $123.6 million and $135.2 million respectively (of which $18.9 million and $32.5 million, respectively, were on nonaccrual status). The average recorded investment in impaired loans during the years ended December 31, 1999, 1998 and 1997 was approximately $139.3 million, $137.1 million and $112.9 million, respectively. For the years ended December 31, 1999, 1998 and 1997, the Company recognized interest income on those impaired loans of $9.5 million, $9.0 million and $10.5 million, respectively, which included $2.7 million, $1.2 million and $0.6 million of interest income recognized using the cash basis method of income recognition. Generally, allowances for loan losses relative to impaired loans have not been allocated from the general allowance because the carrying value of such loans, net of purchase accounting adjustments, exceeds the loans' related collateral values less estimated selling costs. (14) Investment in FHLB ------------------ The Company's investment in FHLB stock is carried at cost. The FHLB provides a central credit facility for member institutions. As a member of the FHLB system, the Bank is required to own capital stock in the FHLB in an amount equal to the greater of (a) 1% of the aggregate outstanding principal amount of its residential mortgage loans, home purchase contracts and similar obligations at the beginning of each calendar year, (b) .3% of total assets, or (c) 5% of its advances (borrowings) from the FHLB of San Francisco. The Bank was in compliance with this requirement at December 31, 1999, 1998 and 1997. At December 31, 1999, the Bank's investment in FHLB stock was pledged as collateral for FHLB advances as further discussed in note 20. (15) Premises and Equipment, Net --------------------------- Premises and equipment, net, at December 31, 1999 and 1998 is summarized as follows (dollars in thousands):

F-30 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Depreciation and amortization expense related to premises and equipment for the years ended December 31, 1999, 1998 and 1997 totalled $40.9 million, $26.7 million and $16.8 million, respectively. The Company rents certain premises and equipment under long-term, noncancellable operating leases expiring at various dates through the year 2034. Rental expenses under such operating leases, included in occupancy and equipment expense, for the years ended December 31, 1999, 1998 and 1997 totalled $41.5 million, $36.0 million and $29.6 million, respectively. Rental income from sublease agreements for the years ended December 31, 1999, 1998 and 1997 totalled $5.6 million, $3.0 million and $2.0 million, respectively. At December 31, 1999, the projected minimum rental commitments, net of sublease agreements, under terms of the leases were as follows (in thousands): Cash Effect on Commitment Net Income ---------- ---------- Year Ending ----------- 2000 $ 54,976 $ 46,733 2001 45,167 39,080 2002 37,823 33,151 2003 32,259 28,767 2004 26,848 24,225 Thereafter 94,054 85,723 -------- -------- Total $291,127 $257,679 ======== ======== The effect of lease commitments on net income is different from the cash commitment primarily as a result of lease commitments assumed in acquisitions with related purchase accounting adjustments and accrued facilities costs recorded in connection with branch consolidations. See note 21. On November 15, 1999, the Bank sold a complex consisting of a retail branch, a parking lot and administrative offices totalling approximately 139,608 square feet. As part of the sale agreement, the Bank agreed to lease back 16,253 square feet under two separate lease agreements. The lease covering the branch and parking lot is cancellable with six months' notice with a final termination date of November, 2009. The lease covering the administrative offices is non-cancellable with a termination date of November, 2004. It is the Bank's intent to occupy these facilities until the lease termination. At December 31, 1999, the projected minimum rental commitments under the terms of the leases were as follows (in thousands): Branch and Administrative Parking Lot Offices Total ------------ -------------- -------- Year Ending ----------- 2000 $ 115 $ 219 $ 334 2001 116 205 321 2002 116 205 321 2003 116 204 320 2004 116 187 303 Thereafter 568 -- 568 ------ ------ ------ Total $1,147 $1,020 $2,167 ====== ====== ====== The sale discussed above resulted in a gain of $5.3 million. Approximately $1.8 million of this gain was deferred and will be recognized using the interest method over the life of the respective leases. F-31 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (16) Accrued Interest Receivable --------------------------- Accrued interest receivable at December 31, 1999 and 1998 is summarized as follows (in thousands): 1999 1998 -------- -------- Cash and cash equivalents and securities $ 65,443 $ 46,321 Mortgage-backed securities 43,492 57,051 Loans receivable and loans held for sale 212,661 214,083 -------- -------- Total accrued interest receivable $321,596 $317,455 ======== ======== (17) Mortgage Servicing Rights ------------------------- The following is a summary of activity for mortgage servicing rights ("MSRs") and the hedge against the change in value of the mortgage servicing rights ("MSR Hedge") for the years ended December 31, 1999, 1998 and 1997 (in thousands):

F-32 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements At December 31, 1999, 1998 and 1997, the outstanding balance of 1-4 unit residential loan participations, whole loans and mortgage pass-through securities serviced for other investors (not including the Bank) by FNMC totalled $72.9 billion, $65.4 billion and $44.9 billion, respectively. In addition, FNMC had $10.4 billion, $10.4 billion and $6.2 billion of master servicing at December 31, 1999, 1998 and 1997, respectively. The percentage of principal outstanding in the Company's portfolio of loans serviced for others, secured by properties located in California, Texas, and Florida was 53%, 7% and 7%, respectively, at December 31, 1999 and 54%, 8% and 8%, respectively, at December 31, 1998. The estimated fair value of the MSRs was $1.5 billion and $989.7 million at December 31, 1999 and 1998, respectively. The estimated market value of interest rate floor contracts, principal only swaps and swaptions designated as hedges against MSRs at December 31, 1999 were $10.4 million, $(15.8) million and $24.3 million, respectively. The estimated market value of prepayment linked swaps, interest rate floor contracts, principal only swaps and swaptions designated as hedges against MSRs at December 31, 1998 were $1.3 million, $32.2 million, $18.8 million and $89.3 million, respectively. At December 31, 1999 and 1998, no allowance for impairment of the MSRs was necessary. A decline in long-term interest rates generally results in an acceleration of mortgage loan prepayments. Higher than anticipated levels of prepayments generally cause the accelerated amortization of mortgage servicing rights and generally will result in a reduction of the market value of the mortgage servicing rights and in the Company's servicing fee income. To reduce the sensitivity of its earnings to interest rate and market value fluctuations, the Company hedged the change in value of its servicing rights based on changes in interest rates. At December 31, 1999, the Company, through FNMC, was a party to several interest rate floor contracts maturing in 2004. The Company paid counterparties a premium in exchange for cash payments in the event that the 10-year Constant Maturity Swaps rate fell below the strike prices. At December 31, 1999, the notional amount of the interest rate floors was $950 million and the strike prices were between 5.70% and 6.04%. In addition, the Company, through FNMC, held principal only swap agreements with a notional amount of $202.3 million. Further, at December 31, 1999, the Company, through FNMC, was a party to swaption contracts in which the Company paid to the counterparties premiums in exchange for the right, but not the obligation, to purchase an interest rate swap. At December 31, 1999, the notional amount of the underlying interest swap agreement was $834 million. See note 36 for further discussion. Servicing advances and other receivables (included in other assets) related to 1-4 unit residential loan servicing, net of valuation allowances of $20.1 million and $30.7 million in 1999 and 1998, respectively, consisted of the following (in thousands): December 31, ------------------------------ 1999 1998 -------- -------- Servicing advances $138,071 $168,944 Checks in process of collection 1,123 924 Other 8,393 7,897 -------- -------- $147,587 $177,765 ======== ======== F-33 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (18) Deposits -------- A summary of the carrying value of deposits at December 31, 1999 and 1998 follows (in thousands): 1999 1998 ----------- ----------- Passbook accounts $ 3,666,206 $ 3,371,976 Demand deposits: Interest-bearing 1,974,119 1,865,151 Noninterest-bearing 2,197,691 3,001,959 Money market deposit accounts 3,144,084 3,254,690 Term accounts 11,989,664 13,079,920 ----------- ----------- 22,971,764 24,573,696 Accrued interest payable 61,313 39,438 Purchase accounting adjustments 2,680 6,932 ----------- ----------- Total deposits $23,035,757 $24,620,066 =========== =========== The aggregate amount of jumbo certificates of deposit (term deposits) with a minimum denomination of $100,000 was approximately $2.5 billion and $2.9 billion at December 31, 1999 and 1998, respectively. Brokered certificates of deposit totalling $390 million and $369 million were included in deposits at December 31, 1999 and 1998, respectively. Total deposits at December 31, 1999 and 1998 include escrow balances for loans serviced for others of $814 million and $1.5 billion, respectively. A summary of interest expense by deposit category follows (in thousands): 1999 1998 1997 -------- -------- -------- Passbook accounts $124,618 $ 96,942 $ 68,408 Interest-bearing demand deposits 17,772 13,770 12,331 Money market deposit accounts 124,368 65,234 50,152 Term accounts 621,528 615,166 616,094 -------- -------- -------- Total $888,286 $791,112 $746,985 ======== ======== ======== At December 31, 1999, term accounts had scheduled maturities as follows (in thousands): Year Ending ----------- 2000 $ 8,715,591 2001 2,862,720 2002 262,637 2003 78,558 2004 64,901 Thereafter 5,257 ----------- Total $11,989,664 =========== F-34 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (19) Securities Sold Under Agreements to Repurchase ---------------------------------------------- A summary of information regarding securities sold under agreements to repurchase follows (dollars in thousands):

- -------------- (a) Recorded value includes accrued interest at December 31, 1999 and 1998. In addition, the recorded values at December 31, 1999 and 1998 include adjustments for the unrealized gain or loss on mortgage-backed securities available for sale. (b) Total mortgage-backed securities collateral at December 31, 1999 and 1998 includes $2.1 billion and $2.0 billion, respectively, in outstanding balances of loans securitized with full recourse to the Bank. The market value of such collateral was $2.1 billion and $2.0 billion at December 31, 1999 and 1998, respectively. At December 31, 1999 and 1998, these agreements had weighted average stated interest rates of 5.50% and 5.05%, respectively. The underlying securities were delivered to, and are being held under the control of, third party securities dealers. These dealers may have loaned the securities to other parties in the normal course of their operations, but all agreements require the dealers to resell to California Federal the identical securities at the maturities of the agreements. The average daily balance of securities sold under agreements to repurchase was $5.1 billion and $2.8 billion during 1999 and 1998, respectively, the weighted average rate was 5.18% and 5.40% during 1999 and 1998, respectively, and the maximum amount outstanding at any month-end during these periods was $6.2 billion and $4.3 billion, respectively. At December 31, 1999, securities sold under agreements to repurchase were collateralized with $3.8 billion of mortgage-backed securities available for sale, $1.9 billion of mortgage-backed securities held to maturity and $37.4 million of investment securities. F-35 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (20) Borrowings ---------- Borrowings are summarized as follows (dollars in thousands):

Maturities and weighted average stated interest rates of borrowings at December 31, 1999, not including discounts, accrued interest payable or purchase accounting adjustments, are as follows (dollars in thousands): Weighted Balances Maturing Average Rates Maturities during the Years --------------------------- -------------- Ending December 31, FHLB Other FHLB Other --------------------------- ----------- ---------- ---- ----- 2000 $11,270,000 $ 55,028 5.84% 5.50% 2001 1,210,833 352,635 5.56 6.75 2002 3,660,000 54 5.44 8.57 2003 4,850,000 854,549 5.40 7.08 2004 2,350,000 -- 5.84 -- Thereafter 2,045 892,227 7.83 7.42 ----------- ---------- Total $23,342,878 $2,154,493 5.67% 7.13% =========== ========== F-36 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Interest expense on borrowings for the years ended December 31, 1999, 1998 and 1997 is summarized as follows (in thousands):

The following is a summary of the carrying value of assets pledged as collateral for FHLB advances (in thousands): December 31, 1999 ----------------- Real estate loans (primarily residential) $23,853,514 Mortgage-backed securities available for sale 6,060,974 Mortgage-backed securities held to maturity 2,783 Investment securities 71,967 FHLB stock 1,167,144 ----------- Total $31,156,382 =========== 12 1/2% Senior Notes Due 2003 On April 17, 1996, Parent Holdings issued $445 million of its Parent Holdings Notes. During 1998, all of the Parent Holdings Notes were redeemed in connection with the Parent Holdings Defeasance for an aggregate redemption price, including accrued interest payable, of $553.7 million. 10% Subordinated Debentures Due 2006 As part of its 1994 acquisition of First Nationwide Bank ("FNB") ("FN Acquisition"), California Federal assumed $92.1 million principal amount of subordinated debentures, which bear interest at 10% per annum and mature on October 1, 2006 (the "10% Subordinated Debentures Due 2006"). F-37 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Events of Default under the indenture governing the 10% Subordinated Debentures Due 2006 (the "Old FNB Indenture") include, among other things: (a) a default in the payment of interest when due and such default continues for 30 days, (b) a default in the payment of any principal when due, (c) the failure to comply with covenants in the Old FNB Indenture, provided that the trustee or holders of at least 25% in principal amount of the outstanding 10% Subordinated Debentures Due 2006 notify the Bank of the Default and the Bank does not cure the default within 60 days after receipt of such notice, (d) certain events of bankruptcy, insolvency or reorganization of the Bank, (e) the FSLIC/RF (or a comparable entity) is appointed to act as conservator, liquidator, receiver or other legal custodian for the Bank and (f) a default under other indebtedness of the Bank in excess of $10 million resulting in such indebtedness becoming due and payable, and such default or acceleration has not been rescinded or annulled within 60 days after the date on which written notice of such failure has been given by the trustee to the Bank or by holders of at least 25% in principal amount of the outstanding 10% Subordinated Debentures Due 2006 to the Bank and the trustee. 11.20% Senior Notes Due 2004 As part of its 1996 acquisition of San Francisco Federal ("SFFed") ("SFFed Acquisition"), California Federal assumed $50 million principal amount of SFFed 11.20% Senior Notes due September 1, 2004 (the "11.20% Senior Notes"). On December 20, 1999, the Bank repurchased all of the remaining $6.0 million outstanding principal amount of the 11.20% Senior Notes at a price of 113.9% of the principal amount, plus the accrued interest thereon. The Bank recorded an extraordinary loss, net of tax, of $0.2 million in connection with this repurchase. FN Holdings 12 1/4% Senior Notes Due 2001 In connection with the FN Acquisition, the Company issued $200 million principal amount of 12 1/4% Senior Notes due 2001 ("FN Holdings 12 1/4% Senior Notes"), including $5.5 million principal amount of FN Holdings 12 1/4% Senior Notes to certain directorS and officers of the Bank. During 1998, a total of $199.8 million aggregate principal amount of the FN Holdings 12 1/4% Senior Notes were redeemed in connection with the Debt Tender Offers for an aggregate redemption price, including accrued interest payable, of $228.3 million. On May 15, 1999, GS Holdings redeemed the remaining $225 thousand aggregate principal amount of the FN Holdings 12 1/4% Senior Notes for AN aggregate redemption price, including accrued interest payable, of $252.6 thousand. FN Holdings 9 1/8% Senior Subordinated Notes Due 2003 On January 31, 1996, FN Holdings issued $140 million principal amount of the 9 1/8% Senior Sub Notes due 2003 (the "FN Holdings 9 1/8% Senior Sub Notes"). During 1998, all of the FN Holdings 9 1/8% Senior Sub Notes were redeemed in connection with the Debt Tender Offers for an aggregate purchase price, including accrued interest payable, of $159.9 million. FN Holdings 10 5/8% Senior Subordinated Notes Due 2003 In connection with the Cal Fed Acquisition, GS Holdings acquired the net proceeds from the issuance of $575 million principal amount of FN Escrow's 10 5/8% Senior Sub Notes due 2003 (the "FN Holdings 10 5/8% Notes") and assumed FN Escrow's obligations under the FN Holdings 10 5/8% Notes and indenture. During 1998, a total of $574.8 million aggregate principal amount of the FN Holdings 10 5/8% Notes were redeemed in connection with the Debt Tender Offers for an aggregate purchase price, including accrued interest payable, of $692.7 million. At December 31, 1999, $0.3 million of the FN Holdings 10 5/8% Notes remain outstanding. The FN Holdings 10 5/8% Notes are redeemable at the option of GS Holdings, in whole or in part, during the twelve-month period beginning January 1, 2001, at a redemption price of 105.313% plus accrued and unpaid interest to the date of redemption, during the twelve-month period beginning January 1, 2002 at a redemption price of 102.656% plus accrued and unpaid interest to the date of redemption, and thereafter at 100% plus accrued and unpaid interest to the date of redemption. F-38 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The FN Holdings 10 5/8% Notes are subordinate in right of payment to all existing and future subordinated debt, if any is issued, of GS Holdings. The FN Holdings 10 5/8% Notes are subordinated to all existing and future liabilities, including deposits, indebtedness and trade payables, of the subsidiaries of GS Holdings, including California Federal and all preferred stock issued by the Bank, including the Bank Preferred Stock (as defined herein). As a result of the Cal Fed Acquisition, the Bank is obligated with respect to the following three outstanding securities of Old California Federal. 10.668% Subordinated Notes Due 1998 California Federal assumed $50 million of 10.668% unsecured senior subordinated notes which matured and were repaid in full on December 22, 1998 (the "10.668% Subordinated Notes"). 6 1/2% Convertible Subordinated Debentures Due 2001 In 1986, Cal Fed Inc., Old California Federal's former parent company, issued $125 million of 6.5% convertible subordinated debentures due February 20, 2001 (the "6 1/2% Convertible Subordinated Debentures"). As a result of a corporate restructuring IN December 1992, Cal Fed Inc. was merged with and into XCF Acceptance Corporation ("XCF"), a subsidiary of Old California Federal. The 6 1/2% Convertible Subordinated Debentures are redeemable at the option of the holders on February 20, 2000, at 123% of their principAL amount. Due to the purchase of all of the Cal Fed Stock by FN Holdings in the Cal Fed Acquisition on January 3, 1997, the common stock conversion feature has been eliminated. Events of Default under the indenture governing the 6 1/2% Convertible Subordinated Debentures include, among other things: (A) any failure to make any payment of interest when due and such payment is not made within 30 days after the date such payment was due; (b) failure to make any payment of principal when due; (c) default in the performance, or breach, of any covenant or warranty in the indenture, provided that such default or breach continues for more than 60 days after notice is delivered to the Bank; or (d) certain events of bankruptcy, insolvency, or reorganization of the Bank or its subsidiaries. 10% Subordinated Debentures Due 2003 On December 16, 1992, Old California Federal issued $13.6 million of 10.0% unsecured subordinated debentures due 2003 (the "10% Subordinated Debentures"). Events of Default under the indenture governing the 10% Subordinated Debentures include, among other things: (a) failure to make any payment of principal when due; (b) any failure to make any payment of interest when due and such payment is not made within 30 days after the date such payment was due; (c) failure to comply with certain covenants in the indenture; (d) failure to comply with certain covenants in the indenture provided that such failure continues for more than 60 days after notice is delivered to the Bank; (e) certain events of bankruptcy, insolvency or reorganization of the Bank; or (f) the default or any event which, with the giving of notice or lapse of time or both, would constitute a default under any indebtedness of the Bank and cause such indebtedness with an aggregate principal amount exceeding $15 million to accelerate. GS Holdings Notes On August 6, 1998, GS Escrow, which subsequently merged into GS Holdings, issued $2 billion principal amount of fixed and floating rate notes, as described below. The GS Holdings Notes are unsecured and unsubordinated obligations of GS Holdings and rank in right of payment with all other unsubordinated and unsecured indebtedness of GS Holdings. The terms and conditions of the notes indentures impose restrictions that affect, among other things, the ability of GS Holdings to incur debt, pay dividends or make distributions, engage in a business other than holding the common stock of the Bank and similar banking institutions, make acquisitions, create liens, sell assets and make certain investments. F-39 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Floating Rate Notes Due 2003 ---------------------------- On August 6, 1998, GS Escrow, an affiliate of GS Holdings, issued $250 million principal amount of the Floating Rate Notes Due 2003. The notes will mature on August 1, 2003 with interest payable quarterly on February 1, May 1, August 1 and November 1. Interest on the Floating Rate Notes is equal to three-month LIBOR plus 100 basis points per annum, except that the initial rate was 6 3/4%, based on six-month LIBOR until the first interest payment date on February 1, 1999. At December 31, 1999, the interest rate ON the Floating Rate Notes Due 2003 was 6.33%. Deferred costs associated with the issuance of the Floating Rate Notes totalling $3.1 million were recorded in other assets and are being amortized over the term of the Floating Rate Notes. The Floating Rate Notes are redeemable at the option of GS Holdings, in whole or in part, after August 1, 2000 at a price of 101.5% of the outstanding principal amount during the twelve-month period beginning August 1, 2000; at a price of 101% of the outstanding principal amount during the twelve-month period beginning August 1, 2001; and at a price of 100.5% of the outstanding principal amount during the twelve-month period beginning August 1, 2002; including accrued and unpaid interest, if any, to the date of redemption. In the event of a change in control, the Floating Rate Notes are redeemable in whole at the option of GS Holdings. The redemption price includes principal plus accrued and unpaid interest, if any, to the date of redemption, plus the excess, if any, of (a) the sum of the present value of the redemption price for the Floating Rate Notes and the remaining scheduled interest payments over (b) the outstanding principal amount of the Floating Rate Notes to be redeemed. Fixed Rate Notes ---------------- On August 6, 1998, GS Escrow, an affiliate of GS Holdings, issued $350 million principal amount of the 2001 Notes, $600 million principal amount of the 2003 Notes and $800 million principal amount of the 2005 Notes. The Fixed Rate Notes will mature on August 1 of the respective year with interest payable semiannually on February 1 and August 1. Deferred costs associated with the issuance of the Fixed Rate Notes totalling $3.5 million, $12.5 million and $19.5 million for the 2001 Notes, the 2003 Notes and the 2005 Notes, respectively, were recorded in other assets and are being amortized over the terms of the notes. The Fixed Rate Notes are redeemable at the option of GS Holdings, in whole or in part, at a redemption price equal to principal plus accrued and unpaid interest, if any, to the date of redemption, plus the excess, if any, of (a) the sum of the present value of the redemption price for the notes and the remaining scheduled interest payments over (b) the outstanding principal amount of the notes to be redeemed. F-40 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (21) Accrued Termination and Facilities Costs ---------------------------------------- In connection with the Golden State Acquisition, the Company recorded liabilities resulting from (a) branch consolidations due to duplicate facilities, (b) employee severance and termination benefits due to a planned reduction in force; and (c) expenses incurred under contractual obligations to terminate services provided by outside service providers (principally relating to data processing expenses). The merger and integration plan relative to the Golden State Acquisition was in place on September 11, 1998. Certain of these costs were included in the allocation of purchase price and others were recognized in net income. The table below reflects a summary of the activity in the liability for the costs related to such plan (in thousands):

The Bank has identified certain of its retail banking facilities that will be closed and marketed for sale, with the related operations consolidated into other retail banking facilities acquired in the Golden State Acquisition. Accordingly, the liabilities established represent the estimated present value of occupancy expenses, offset by estimates of sub-lease income over the applicable remaining lease terms. The first group of branches was closed in November 1998. Closures are scheduled to continue through the second quarter of 2000. In connection with the Golden State Acquisition, management identified approximately 1,100 full-time equivalent positions to be eliminated. During 1999, this estimate was increased to 1,141. These positions span all areas and business units of the Bank. Through December 31, 1999, 1,137 positions have been eliminated. The elimination of the remaining four positions is expected to be completed during 2000. The balance remaining at December 31, 1999 primarily represents a liability for annuity benefits contractually payable to former senior officers of Golden State. The Bank has also established additional liabilities for contract termination costs with outside service providers. The termination of one remaining contract is expected to be finalized during the first quarter of 2000. The table below provides detail of the initial liability recorded in 1998, the additional liability recorded in 1999 and the subsequent reversal of the excess liability in 1999 (see note 3) (in thousands):

F-41 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (22) Segment Reporting ----------------- The Company has two reportable segments, the community bank and the mortgage bank. The community bank operates retail deposit branches in California and Nevada. The community bank segment provides retail consumer and small businesses with: (a) deposit products such as demand, transaction and savings accounts, (b) investment and insurance products such as mutual funds and annuities and (c) lending products, such as consumer and commercial loans. Further, the community bank segment invests in residential real estate loans purchased from FNMC and from others, and also invests in mortgage-backed and other securities. The mortgage banking segment, conducted by FNMC, operates loan production facilities throughout the United States and originates or purchases fixed-rate 1-4 unit residential loans for sale to various investors in the secondary market and services loans for itself and for others. The mortgage banking segment also originates adjustable-rate loans for the community bank segment. The accounting policies of the segments are the same as those described in note 2. The Company evaluates performance based on net income, noninterest income, and noninterest expense. The total of these three items is the reportable segment's net contribution. The Company's reportable segments are strategic business units that offer different services in different geographic areas. They are managed separately because each segment appeals to different markets and, accordingly, requires different technology and marketing strategies. Since the Company derives a significant portion of its revenues from interest income, and interest expense is the most significant expense, the segments are reported below using net interest income. Because the Company also evaluates performance based on noninterest income and noninterest expense goals, these measures of segment profit and loss are also presented. The Company does not allocate income taxes to the segments. Community Mortgage Banking Banking Total ----------- ---------- ---------- (in thousands) Net interest income: (1) 1999 $1,357,271 $ (61,785) $1,295,486 1998 919,512 (52,830) 866,682 1997 741,200 (45,788) 695,412 Noninterest income: (2) 1999 244,964 220,509 465,473 1998 284,142 191,706 475,848 1997 174,671 187,536 362,207 Noninterest expense: (3) 1999 752,190 177,907 930,097 1998 594,440 174,203 768,643 1997 501,285 153,924 655,209 Segment assets: (4) 1999 56,784,582 3,459,880 60,244,462 1998 54,574,640 4,847,633 59,422,273 1997 31,175,543 3,072,219 34,247,762 (1) Includes $109.6 million, $101.4 million and $66.3 million for 1999, 1998 and 1997, respectively, in earnings credit provided to FNMC by the Bank, primarily for custodial bank account balances generated by FNMC. Also includes $235.6 million, $198.9 million and $124.1 million for 1999, 1998 and 1997, respectively, in interest income and expense on intercompany loans. (Footnotes continued on next page) F-42 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (2) Includes $46.6 million, $34.9 million and $22.5 million for 1999, 1998 and 1997, respectively, in intercompany servicing fees. (3) Includes $4.6 million for 1999, 1998 and 1997, respectively,in intercompany noninterest expense. (4) Includes $3.2 billion, $4.5 billion and $2.9 billion for 1999, 1998 and 1997, respectively, in intercompany borrowings and $30.2 million, $29.2 million and $20.2 million for 1999, 1998 and 1997, respectively, in intercompany deposits maintained with the Bank. The following reconciles the above table to the amounts shown on the consolidated financial statements as of and for the years ended December 31, (in thousands):

The Company typically reviews the results of operations for the mortgage banking segment based on that segment's contribution as opposed to its income before income taxes, extraordinary item and minority interest. The main difference between the two measures of profitability is that contribution for the mortgage banking segment includes custodial earnings that are reported in the community banking segment when computing net income and that intercompany interest expense is computed using an internal cost of funds rate instead of a market rate. The mortgage banking segment's contribution for the years ended December 31, 1999, 1998 and 1997 was $90.4 million, $66.0 million and $35.9 million, respectively. F-43 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (23) Comprehensive Income -------------------- The Company adopted SFAS No. 130, Reporting Comprehensive Income, as of October 1, 1997. Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet, such items along with net income are components of comprehensive income. The adoption of SFAS No. 130 had no effect on the Company's net income or stockholders' equity. The tax effect associated with unrealized gain (loss) on securities for the years ended December 31, 1999, 1998 and 1997 is summarized as follows (in thousands):

Unrealized gain (loss) on securities is the only component of other comprehensive income and accumulated other comprehensive income for the years ended December 31, 1999, 1998 and 1997. (24) Minority Interest ----------------- Prior to the Golden State Merger, minority interest included that portion of stockholder's equity of FN Holdings attributable to its class B common stock, which was owned by Hunter's Glen, a limited partnership controlled by the Bank's Chairman of the Board and Chief Executive Officer. In connection with the Golden State Merger, Hunter's Glen received shares of Golden State Common Stock in consideration for its interest in FN Holdings as described in note 25. As a result, the Hunter's Glen minority interest in FN Holdings was extinguished. Accordingly, the net income, minority interest and stockholders' equity amounts related to periods prior to the merger have been restated to reflect this change. Auto One Common Stock In connection with the GSAC Acquisition, Auto One issued 250 shares of its common stock par value $1.00 per share, representing a 20% interest in Auto One. The carrying value of Auto One's common stockholders' equity attributable to the minority stockholders at December 31, 1999 has been reduced to zero as a result of realized operating losses of Auto One. F-44 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 11 1/2% Preferred Stock In connection with the FN Acquisition, California Federal issued 3,007,300 shares of its 11 1/2% noncumulative perpetual preferrED stock ("11 1/2% Preferred Stock") with a par value of $.01 per share, having a liquidation preference of $300.7 million. This stock hAS a stated liquidation value of $100 per share. Costs related to the 11 1/2% Preferred Stock issuance were deducted from additionAL paid-in capital. In connection with the Bank Preferred Stock Tender Offers, 2,688,959 Shares of The 11 1/2% Preferred Stock were purchased by GS Holdings during the year ended December 31, 1998 for a total redemption price of $301.3 million. These transactions reduced minority interest by $268.9 million on the Company's consolidated balance sheet and resulted in a charge of $32.4 million to minority interest expense. On September 1, 1999, the remaining 318,341 outstanding shares of 11 1/2% Preferred Stock were redeemed at $105.75 per share, for a total redemption price of $33.7 million. This transaction reduced minority interest by $31.8 million on the Company's consolidated balance sheet and resulted in a charge of $1.8 million to minority interest expense. See note 5. Dividends are payable quarterly at an annual rate of 11.50% per share when declared by the Bank's Board of Directors. Dividends paid on the 11 1/2% Preferred Stock for each year ended December 31, 1999, 1998 and 1997 totalled $34.6 million, of which $1.8 million, $26.8 million and $34.6 million was included in minority interest expense in 1999, 1998 and 1997, respectively. 10 5/8% Preferred Stock In connection with the Cal Fed Acquisition, California Federal assumed Old California Federal's 10 5/8% noncumulative perpetual preferred stock, with a liquidation value of $172.5 million (the "105/8% Preferred Stock" and, together with the 111/2% Preferred Stock, the "Bank Preferred Stock"). In connection with the Bank Preferred Stock Tender Offers, 1,117,701 shares of the 10 5/8% Preferred Stock were purchased by GS Holdings during the year ended December 31, 1998 for a total redemption price of $121.7 million. These transactions reduced minority interest by $111.8 million on the Company's consolidated balance sheet and resulted in a charge of $9.9 million to minority interest expense. On April 1, 1999, the remaining 607,299 outstanding shares were redeemed at $105.313 per share, for a total redemption price of $63.9 million. This transaction reduced minority interest by $60.7 million on the Company's consolidated balance sheet and resulted in a charge of $3.2 million to minority interest expense. See note 5. Cash dividends on the 10 5/8% Preferred Stock are noncumulative and are payable at an annual rate of 10 5/8% per share if, when, and as declared by the Board of Directors of the Bank. Dividends paid on the 10 5/8% Preferred Stock for each year ended December 31, 1999, 1998 and 1997 totalled $18.3 million, of which zero, $15.3 million and $18.3 million was included in minority interest expense in 1999, 1998 and 1997, respectively. Reit Preferred Stock In November 1996, the Bank formed California Federal Preferred Capital Corporation ("Preferred Capital Corp.") for the purpose of acquiring, holding and managing real estate mortgage assets. Preferred Capital Corp. is a Maryland corporation and qualifies as a real estate investment trust ("REIT"), for federal income tax purposes. All of Preferred Capital Corp.'s common stock is owned by the Bank. Pursuant to a subservicing agreement with the Bank's wholly-owned mortgage banking subsidiary, First Nationwide Mortgage Corporation ("FNMC"), FNMC services Preferred Capital Corp.'s mortgage assets. On January 31, 1997, Preferred Capital Corp. issued to the public $500 million of its 9 1/8% Noncumulative Exchangeable Preferred Stock ("REIT Preferred Stock"), which is reflected in the Company's consolidated balance sheet as minority interest. Preferred Capital Corp. used the proceeds from such offering to acquire mortgage assets from the Bank. The REIT Preferred Stock has a stated liquidation value of $25 per share, plus declared and unpaid F-45 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements dividends, if any. The annual cash dividends on the 20,000,000 shares of REIT Preferred Stock, assuming such dividends are declared by the Board of Directors of Preferred Capital Corp., are expected to approximate $45.6 million per year. As long as Preferred Capital Corp. qualifies as a REIT, a distribution on the REIT Preferred Stock will be a dividends-paid deduction by Preferred Capital Corp. for tax purposes. Dividends paid on the REIT Preferred Stock during 1999, 1998 and 1997 were $26.4 million, $33.1 million and $36.6 million, respectively, net of the income tax benefit. The REIT Preferred Stock ranks prior to the common stock of Preferred Capital Corp. and to all other classes and series of equity securities subsequently issued, other than any class or series expressly designated as being on a parity with or senior to the REIT Preferred Stock as to dividends and liquidating distributions. Holders of the REIT Preferred Stock have no voting rights, except as required by law or certain limited circumstances. Except in the event of a change of control or upon certain tax events, the REIT Preferred Stock is not redeemable prior to January 31, 2002. The REIT Preferred Stock is redeemable solely at the option of Preferred Capital Corp. or its successor or any acquiring or resulting entity with respect to Preferred Capital Corp. (including by any parent or subsidiary of Preferred Capital Corp., any such successor or any such acquiring or resulting entity), as applicable, at any time on and after January 31, 2002 in whole or in part, at $26.14 per share on or after January 31, 2002 and prior to January 31, 2003, and at prices decreasing pro rata annually thereafter to the stated liquidation value of $25 per share on or after January 31, 2007, plus declared and unpaid dividends, if any, without interest. Upon change of control, the REIT Preferred Stock is redeemable on or prior to January 31, 2002 at the option of Preferred Capital Corp. or its successor or any acquiring or resulting entity with respect to the Bank (including by any parent or subsidiary of Preferred Capital Corp., any such successor or any such acquiring or resulting entity), as applicable, in whole, but not in part, at a price per share equal to: (a) $25, plus (b) an amount equal to declared and unpaid dividends, if any, to the date fixed for redemption; without interest and without duplication, an additional amount equal to the amount of dividends that would be payable on the REIT Preferred Stock in respect of the period from the first day of the dividend period in which the date fixed for redemption occurs to the date fixed for redemption (assuming all such dividends were to be declared), plus (c) a specified make whole premium. Each share of REIT Preferred Stock will be exchanged automatically for one newly issued share of preferred stock of the Bank having substantially the same terms as the REIT Preferred Stock (the "9 1/8% Preferred Stock") if the appropriate federal regulatory agency directs in writing such exchange because (a) the Bank becomes "undercapitalized" under prompt corrective action regulations, (b) the Bank is placed into conservatorship or receivership or (c) the appropriate federal regulatory agency, in its sole discretion, anticipates the bank becoming "undercapitalized" in the near term. If issued, the 9 1/8% Preferred Stock will rank on a parity with the Bank Preferred Stock. FN Holdings Preferred Stock On September 19, 1996, FN Holdings issued 10,000 shares of preferred stock ("FN Holdings Preferred Stock") with a liquidation value of $150 million to a corporation owned by the Chairman of the Board of the Bank. Cash dividends on the FN Holdings Preferred Stock were cumulative and payable: (a) in cash at an annual rate of the cost of funds to an affiliate of FN Holdings under such affiliate's bank credit facility (the "Cost of Funds Rate") and (b) in newly issued shares of another series of cumulative perpetual preferred stock of FN Holdings ("Additional FN Holdings Preferred Stock") at an annual rate of 2% of the stated liquidation value of the FN Holdings Preferred Stock, if, when, and as declared by the Board of Directors of FN Holdings. Dividends on the Additional FN Holdings Preferred Stock were cumulative and accrued and were payable in shares of Additional FN Holdings Preferred Stock at an annual rate equal to the Cost of Funds Rate plus 2% of the stated liquidation value of the Additional FN Holdings Preferred Stock if, when, and as declared by the Board of Directors of FN Holdings. Additional FN Holdings Preferred Stock had substantially the same relative rights, terms and preferences as the FN Holdings Preferred Stock except as set forth above with respect to the payment of dividends. Dividends on the FN Holdings Preferred Stock were payable quarterly each year, commencing January 1, 1997, out of funds legally available therefor. F-46 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements In March 1998, FN Holdings redeemed all remaining 1,666.7 outstanding shares of the FN Holdings Preferred Stock. The redemption price was equal to the liquidation value of $15,000 per share. Upon redemption of the FN Holdings Preferred Stock, all remaining 52.5 shares of the Additional FN Holdings Preferred Stock totalling $.8 million liquidation value were contributed to the capital of FN Holdings without any payment therefor. Such shares were retired and cancelled. Dividends on the FN Holdings Preferred Stock totalled $.6 million and $12.8 million during 1998 and 1997, respectively, including the issuance of Additional FN Holdings Preferred Stock of $0.1 million and $2.2 million. Pre-merger Tax Benefits During 1999, minority interest expense of $122.7 million was recorded based upon changes to estimated pre-merger tax benefits retained by GSB Investments and Hunter's Glen. This amount was fully offset by an income tax benefit to Golden State in the same period. See note 29. (25) Stockholders' Equity -------------------- Series A Preferred Stock In connection with the Golden State Acquisition, the Company converted 4,181,061 shares of Series A Preferred Stock into 10,051,200 shares of the Company's common stock and an equal number of LTWTMs (as defined herein). The Series A Preferred Stock, with par value of $1.00 per share and a liquidation preference of $25 per share, provided for noncumulative dividends, when, as and if declared, at an annual rate of 8.75% of its liquidation preference and was convertible, at the option of the holders thereof, into common stock and an equal number of LTWTMs at any time at a conversion ratio of 2.404 per share, subject to adjustment in certain events. On October 1, 1998, the remaining 2,538 shares of Series A Preferred Stock were redeemed at a price of $26.09375 per share plus an amount equal to any dividends declared but unpaid as of the date of redemption. Common Stock The Company has 250 million shares of common stock authorized with a par value of $1.00 per share. Pursuant to the Golden State Merger agreement, First Gibraltar and Hunter's Glen received 56,722,988 shares of the Golden State Common Stock, which represented 47.9% of the common stock outstanding as of September 11, 1998, and provided for existing Golden State shareholders to own 61,880,950 shares of the Golden State Common Stock. GSB Investments subsequently became the owner of the shares received by First Gibraltar. During September 1998, an additional 10,051,200 shares were issued resulting from conversions of the Series A Preferred Stock. Holders of Golden State Common Stock are entitled to receive dividends when, as and if declared by the Board of Directors of the Company, subject to the superior rights of the holders of any series of preferred stock that may be issued. At December 31, 1999, there were 122,242,588 shares of the Golden State Common Stock issued and outstanding (net of treasury stock), which included 56,908 shares of restricted stock. The effect of these restricted shares is included in the calculation of diluted earnings per share. See notes 30 and 37. At December 31, 1999, GSB Investments and Hunter's Glen owned 62,263,307 shares of Golden State Common Stock, representing 50.9% of the total shares outstanding. Issuable Shares During 1998, net tax benefits totalling $102.7 million were realized by California Federal with respect to its gain from the Florida Branch Sale and the receipt of a federal income tax refund in excess of the amount reflected on the Company's consolidated balance sheet. Consistent with the terms of the Golden State Merger agreement, a total of 5,687,996 shares of Golden State Common Stock, valued at $102.7 million, became issuable to GSB Investments and Hunter's Glen as a result of these benefits. On January 21, 1999, a total of 5,540,319 shares of Golden State F-47 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Common Stock, valued at $100 million, were issued (4,432,255 shares to GSB Investments and 1,108,064 shares to Hunter's Glen). The remaining 147,677 common shares, valued in 1998 at $2.7 million, are expected to be issued at a future date. The value of the remaining shares was reflected in additional paid-in capital prior to its reclassification in 1999 to issuable shares. Such issuable shares are included, as appropriate, in the basic and diluted earnings per share calculations. See note 37. Based upon the Company's reported net income, an additional 9,609,054 shares, valued at $197.6 million, became issuable during the year ended December 31, 1999 to GSB Investments and Hunter's Glen (although the actual number of shares to be issued will be based upon taxable income as filed in the Company's federal income tax returns). The number of shares is estimated based on the anticipated use of pre-merger net operating losses and other net deferred tax assets, and is subject to change based upon actual earnings and the average share price during the year. Prior to the fourth quarter of 1999, the value associated with these shares was reflected in other liabilities. Such issuable shares are included, as appropriate, in the calculation of basic and diluted earnings per share. See note 37. During the fourth quarter of 1999, the Company recorded $4.5 million in issuable shares related to interest receivable on a Federal tax refund related to Old California Federal for periods prior to the Golden State Acquisition. In accordance with the Golden State Merger agreement, this amount is payable to GSB Investments and Hunter's Glen as issuable shares. This transaction was recorded as a charge to minority interest expense. Additional Paid-in Capital During 1999, the Company recorded an adjustment to the purchase price in the Golden State Acquisition of $12.4 million. See note 3. Retained Earnings During 1999, the Company recorded a $15.5 million increase in retained earnings representing an adjustment to reduce the initial dividend of tax benefits to GSB Investments and Hunter's Glen upon the Company's deconsolidation from its tax reporting group on September 11, 1998. See note 29. At September 11, 1998, in connection with the Golden State Acquisition, certain assets were recorded representing the fair value of each of the Goodwill Litigation Assets (as defined herein) that each of the former shareholder groups (pre-merger Golden State and GSB Investments and Hunter's Glen) were contributing to the merged entity. The Golden State Merger agreement contained a mechanism for proportionately allocating these values between the two groups. At September 11, 1998, the fair value of the Glendale Federal Goodwill Litigation Asset (as defined herein) contributed by the former Golden State shareholders was $56.9 million, and the fair value of the California Federal Goodwill Litigation equalization adjustment due from GSB Investments and Hunter's Glen was $41.2 million. The $41.2 million, as a contribution receivable, increased retained earnings during the year ended December 31, 1998. Since the market value of the LTWs, which the Company uses to estimate the fair value of the ultimate goodwill litigation award, declined to $.875 per share at December 31, 1999, the inherent value of the amount to be contributed by GSB Investments and Hunter's Glen also declined, to $17.1 million, resulting in a reduction in retained earnings of $24.1 million. Treasury Stock At December 31, 1999, the Company had 12,478,097 shares of its common stock in treasury at an aggregate cost of $20.06 per share. During the fourth quarter of 1998, the board of directors of the Company authorized a $150 million common stock repurchase program. During the second quarter of 1999, this authorization was further expanded to include up to $250 million of all publicly traded securities issued by the Company and any of its subsidiaries. F-48 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements During the fourth quarter of 1999, the board of directors of the Company authorized a new share repurchase program for 2000. The new program authorizes the repurchase of up to $250 million of all publicly traded securities issued by the Company and any of its subsidiaries beginning December 14, 1999. During the year ended December 31, 1999, the Company repurchased 12,463,800 shares of common stock, at an aggregate purchase price of $250 million, or an average of $20.08 per share. In connection with the Golden State Acquisition on September 11, 1998, the Company acquired 108,574 shares of Golden State Common Stock held in treasury with an aggregate cost of $2.0 million. During the year ended December 31, 1999 and 1998, shares totalling 75,697 and 18,580, respectively, were issued out of treasury in connection with options exercised by holders related to an earlier acquisition by the former Golden State prior to the Golden State Acquisition. During 1999, the Company recorded a $2.0 million reduction in stockholders' equity representing a reclassification of the value associated with 708,767 LTW(TM)s that have been withdrawn by holders, net of tax, which were previously recorded in other assets. Payment of Dividends The terms of the GS Escrow Notes indenture generally will permit GS Holdings to make distributions of up to 75% of the Consolidated Net Income (as defined therein) of GS Holdings since July 1, 1998 if after giving effect to such distribution, (a) the Bank is "well capitalized" under applicable OTS regulations and (b) the Consolidated Common Stockholder's Equity (as defined therein) of the Bank is at least equal to the Minimum Common Equity Amount (as defined therein). The Federal thrift laws and regulations of the Office of Thrift Supervision (the "OTS") limit the Bank's ability to pay dividends on its preferred or common stock. The Bank generally may not pay dividends without the consent of the OTS if, after the payment of the dividends, it would not be deemed "adequately capitalized" under the prompt corrective action standards of the Federal Deposit Insurance Corporation Improvement Act of 1991. As of December 31, 1999, the Bank could pay dividends of $102.8 million without the consent of the OTS and it could pay dividends of $461.5 million and still be "well-capitalized." As of December 31, 1999, GS Holdings could pay dividends, in addition to those already paid, of $222.4 million without violating the most restrictive terms of the GS Escrow Notes indenture. There were no dividends on the common stock of Golden State during 1999 and 1998. Warrants The Company had common stock purchase warrants outstanding (the "Warrants") that were issued by Golden State in March 1993 in connection with an exchange of preferred stock for outstanding subordinated debentures and capital notes. Each Warrant entitled the registered holders thereof to receive from the Company one share of common stock and one LTW(TM) (as defined herein) for ten Warrants for no additional consideration at any time until the expiration of the Warrants on March 10, 1999. During 1999, 11,730 warrants were exercised and 1,046 expired. The Company has also issued transferable Standby Warrants (the "Standby Warrants"), of which 10,768,153 were outstanding at December 31, 1999. Each Standby Warrant entitles the holder thereof to purchase one share of common stock and one LTW(TM) for the purchase price of $12.00 per share. The Standby Warrants are exercisable at any time through August 21, 2000. During 1999, 1,510 Standby Warrants were exercised. The Standby Warrants trade on the NASDAQ national market system under the ticker symbol "GSBNW." (26) Litigation Tracking Warrants ---------------------------- In connection with the Glendale Goodwill Litigation, Golden State distributed Litigation Tracking Warrants(TM) ("LTW(TM)s") to its security holders representing the right to receive, upon exercise of the LTW(TM)s, Golden State Common Stock equal in value to 85% of the net after-tax proceeds, if any, from the Glendale Goodwill Litigation. The LTW(TM)s would be exercisable after notification by Golden State of its receipt of proceeds from a final judgment in or settlement of the litigation. The LTW(TM)s would expire 60 days after such notice is given. F-49 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Golden State distributed LTW(TM)s on May 29, 1998 to holders of Golden State Common Stock of record on May 7, 1998, on the basis of one LTW(TM) for each share held as of the close of business on that date. The Board of Directors also reserved additional LTW(TM)S for future issuance in connection with conversions or exercises of the Company's outstanding Series A Preferred Stock, its two outstanding classes of common stock purchase warrants and employee stock options. The total number of LTW(TM)s issued to holders OF common stock and reserved for such future issuances is approximately 85 million. As of December 31, 1999, 72,584,387 LTW(TM)s were issued. The LTW(TM)s trade on the NASDAQ national market system under the ticker symbol "GSBNZ." (27) Regulatory Capital of the Bank ------------------------------ The Bank is subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Company's and the Bank's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to insure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of tangible and leverage capital to adjusted total assets, and of Tier 1 and total risk-based capital to risk-weighted assets. Management believes, as of December 31, 1999, that the Bank meets all capital adequacy requirements to which it is subject. As of December 31, 1999 and 1998, the most recent notification from the OTS categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum leverage, Tier 1 risk-based and total risk-based ratios as set forth in the table below. There are no conditions or events since the most recent notification that management believes have changed the institution's category. F-50 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The Bank's actual capital amounts and ratios as of December 31, 1999 and 1998 are presented in the following table (dollars in thousands):

F-51 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements

(28) Other Noninterest Expense ------------------------- Other noninterest expense amounts are summarized as follows for the years ended December 31, 1999, 1998 and 1997 (in thousands):

F-52 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (29) Income Taxes ------------ Total income tax expense (benefit) for the years ended December 31, 1999, 1998 and 1997 was allocated as follows (in thousands):

Income tax expense (benefit) attributable to income before income taxes, extraordinary items and minority interest consisted of (in thousands): 1999 1998 1997 ------- --------- -------- Federal Current $ 31,013 $ 51,443 $ 4,687 Deferred 74,722 (214,131) -- -------- --------- ------- 105,735 (162,688) 4,687 State and local Current 60,690 49,137 27,187 Deferred 20,058 7,200 9,441 -------- --------- ------- 80,748 56,337 36,628 -------- --------- ------- Income tax expense (benefit) before provision in lieu of income taxes 186,483 (106,351) 41,315 Provision in lieu of income taxes - minority interest 122,684 -- -- -------- --------- ------- Total income tax expense (benefit) $309,167 $(106,351) $41,315 ======== ========= ======= F-53 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The consolidated income tax expense (benefit) for the years ended December 31, 1999, 1998 and 1997 differs from the amounts computed by applying the statutory federal corporate tax rate of 35% for 1999, 1998 and 1997 to income before income taxes, extraordinary items and minority interest as follows (in thousands):

The significant components of deferred income tax (benefit) expense attributable to income before income taxes, extraordinary items and minority interest are as follows (in thousands):

F-54 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): 1999 1998 ---------- --------- Deferred tax assets: Net operating loss carryforwards $ 280,241 $ 392,182 Foreclosed real estate 906 2,182 Deferred interest 2,287 8,509 Loans receivable 140,999 77,523 Miscellaneous accruals 68,333 161,540 Accrued liabilities 38,639 31,364 State taxes 63,361 29,147 Purchased mortgage servicing rights 105,241 221,743 Alternative minimum tax credit and investment tax credit carryforwards 70,150 15,347 Unrealized losses on securities available for sale 200,518 -- Other 11,559 16,749 --------- --------- Total gross deferred tax assets 982,234 956,286 Less valuation allowance (251,234) (232,632) --------- --------- Net deferred tax assets 731,000 723,654 --------- --------- Deferred tax liabilities: Mortgage servicing rights 182,466 238,938 Purchase accounting adjustments 5,288 2,071 FHLB stock 126,904 101,595 Unrealized gains on securities available for sale -- 4,271 Goodwill litigation 41,356 111,746 Other 173,451 155,024 --------- --------- Net deferred tax liabilities 529,465 613,645 --------- --------- Net deferred tax assets and liabilities $ 201,535 $ 110,009 ========= ========= The net change in the total valuation allowance for the year ended December 31, 1999 was an increase of $18.6 million which is attributable to income before income taxes and minority interest. Based on resolutions of federal tax audits and favorable future earnings expectations, management changed its judgment about the realizability of the Company's net deferred tax assets and reduced the valuation allowance by $250 million in the second quarter of 1998. Management believes that the realization of the resulting deferred tax asset is more likely than not, based upon the expectation that the Company will generate the necessary amount of taxable income in future periods. In connection with the Golden State Merger, the Company deconsolidated from the Mafco Group. As a result, only the amount of the net operating losses ("NOLs") of the Company not utilized by the Mafco Group on or before December 31, 1998 are available to offset taxable income of the Company thereafter. At September 11, 1998, had the Company filed a consolidated federal income tax return on behalf of itself and its subsidiaries for each of the years since the formation of the Company, it would have had regular NOL carryforwards for federal income tax purposes of approximately $1.8 billion. Upon deconsolidation, the NOLs available to offset taxable income of the Company was initially estimated to be reduced by $900 million. This reduction of NOLs and other tax attributes (the "Deconsolidation Adjustment") resulted in a $230.2 million reduction in retained earnings during 1998. Based upon the actual filing of the Mafco Group and Golden State 1998 consolidated federal income tax returns during the third quarter of 1999, tax benefits of $122.7 million were recognized. The tax benefit is fully offset by an increase in minority interest expense, since under the Golden State Merger agreement, the tax benefits from any NOLs and other tax attributes of Parent Holdings and its subsidiaries are retained by GSB Investments and Hunter's Glen. F-55 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements In addition, the Company recorded an adjustment of $15.5 million to reduce the initial dividend of tax benefits to GSB Investments and Hunter's Glen due to its deconsolidation from the Mafco Group, which was recorded as an increase to retained earnings during 1999. At December 31, 1999, the Company had regular NOL carryforwards for federal income tax purposes of approximately $801 million which are available to offset future federal taxable income, if any, through 2009. In addition, the Company had alternative minimum tax credit carryforwards of approximately $68 million which are available to offset future federal regular income taxes, if any, over an indefinite period. The IRS is examining the 1991 through 1995 federal income tax returns of the Company and any NOL carryforwards are subject to review and disallowance, in whole or in part, by the IRS. In accordance with SFAS No. 109, Accounting for Income Taxes, a deferred tax liability has not been recognized for the base year reserves of the Bank. The base year reserves are generally the balance of the tax bad debt reserve as of December 31, 1987 reduced proportionately for reductions in the Bank's loan portfolio since that date. At December 31, 1999, the amount of those reserves was $305 million. The amount of the unrecognized deferred tax liability at December 31, 1999 was $107 million. Pursuant to the Act, circumstances that may require an accrual of this unrecorded tax liability are a failure to meet the definition of a "bank" for federal income tax purposes, dividend payments in excess of tax earnings and profits, and other distributions, dissolution, liquidation or redemption of stock, excluding preferred stock meeting certain conditions. (30) Employee Benefit Plans ---------------------- Postretirement Health Care and Defined Benefit Plans The Bank provides certain postretirement medical benefits to certain eligible employees and their dependents through age 64. In general, early retirement is age 55 with 10 years of service. Retirees participating in the plans generally pay Consolidated Omnibus Budget Reduction Act premiums for the period of time they participate. The estimated cost for postretirement health care benefits has been accrued on an actuarial net present value basis. In connection with the Cal Fed Acquisition, the Bank assumed sponsorship of the Old California Federal defined benefit plan, which was frozen effective May 31, 1993, at which time all accrued benefits became 100% vested. Effective April 30, 1997, the SFFed benefit plan was merged with and into the Old California Federal benefit plan. The fair value of the assets transferred was $23.6 million. In connection with the Glen Fed Merger, the Bank assumed Glendale Federal's defined benefit pension plan (the "Glendale Federal Retirement Plan") and the Redlands Federal Bank defined benefit plan, (collectively "the Glen Fed Pension Plan"), which covered substantially all employees of Glendale Federal. The Glen Fed Pension Plan was frozen upon the merger on September 11, 1998 and no additional benefits accrued after such time. Effective October 15, 1998, the Glen Fed Pension Plan was merged with and into the Old California Federal defined benefit plan. The fair value of the assets transferred was $102.0 million. The Old California Federal defined benefit plan also includes the former SFFed benefit plan. F-56 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following table sets forth the changes in the plan's benefit obligations and fair value of plan assets, as well as the funded status at December 31, 1999 and 1998 (in thousands):

Assumptions used in computing the funded status were:

The initial health care cost trend rate for medical benefits in 2000 is assumed to be 8%, the average trend rate is assumed to be 6.53% and the ultimate trend rate is assumed to be 5.25%, which will be reached in seven years. At December 31, 1999, an increase of 1% in the health care cost trend rate would cause the accumulated postretirement benefit obligation to increase by $0.9 million, and the service and interest cost to increase by less than $0.2 million. At December 31, 1999, a decrease of 1% in the health care cost trend rate would cause the accumulated postretirement benefit obligation to decrease by $0.8 million, and the service and interest costs to decrease by $0.1 million. F-57 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The net periodic benefit cost for the years ended December 31, 1999, 1998 and 1997 included the following components (in thousands):

Defined contribution plan The Bank offers a defined contribution plan, which is available to substantially all employees with at least six months of employment. Employee contributions are voluntary. The plan provides for the deferral of up to 12% of eligible compensation of plan participants not to exceed the maximum allowed by the Internal Revenue Service. The Bank's matching contribution was a maximum of 100% of up to the first 3% of employee deferrals. The annual discretionary employer profit sharing contribution is a maximum of 3% of eligible compensation. It can be declared at any level in the range from 0% to 3%. Employees vest immediately in their own deferrals and any employer profit sharing contributions and vest in employer matching contributions based on completed years of service. The Bank's contributions to such plan totalled $14.6 million, $9.3 million and $3.8 million for the years ended December 31, 1999, 1998 and 1997, respectively. In the Cal Fed Acquisition, contributions made to Old California Federal's defined contribution plan (the "Investment Plus Plan") became 100% vested at the date of acquisition. Effective December 31, 1997, the Investment Plus Plan was merged with and into the First Nationwide Employees' Investment Plan, which was renamed in 1997 the California Federal Employees' Investment Plan. The fair value of assets transferred was $33.6 million. Effective January 1, 1999, the California Federal Employees' Investment Plan was amended to provide for automatic enrollment into the plan at a contribution rate of 3% unless the employee opts, in writing, to participate at a different deferral rate, or to opt out of the plan. Effective January 15, 1999, the plan was amended to allow the use of certain employer and employee contributions to purchase Golden State Common Stock at market prices. Contributions to the plan were used to purchase 341,024 shares for $6.9 million in 1999. Sales by the plan of Golden State shares during 1999 were 52,126 shares for $1.1 million. Effective March 1, 1999, the plan was also amended to reduce the length of required service to six months before an employee can contribute to the plan and to amend the enrollment date to the first of the applicable month. Effective January 1, 2000, the California Federal Employees' Investment Plan was amended to take advantage of the safe harbor match provision of the Internal Revenue Code which provides for employer matching contributions of 100% of the first 3% of employee deferrals and 50% of the next 2% of employee deferrals. The safe harbor match provision also requires immediate 100% vesting of all contributions to the plan, a change which was executed effective January 1, 2000. In connection with the Glen Fed Merger, the Bank assumed sponsorship of the Glendale Federal's defined contribution plan. This plan was frozen at the merger date, therefore no contributions were made to the plan subsequent to the merger date. The plan is being maintained as a separate plan. It is anticipated that Glendale Federal's plan will be merged with the Bank's plan in the second quarter of 2000. F-58 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Stock Plans At December 31, 1999, the Bank is administering the following stock-based compensation plans: pre-merger stock option plans and the Golden State Bancorp Inc. Omnibus Stock Plan (the "Omnibus Stock Plan"). In connection with the Glen Fed Merger, the Bank is administering stock option plans that provided for the granting of options of Golden State Common Stock to employees and directors. All pre-merger stock option plans expired on August 18, 1998 as to the making of additional grants. Upon the consummation of the merger on September 11, 1998, substantially all options outstanding became exercisable. On May 17, 1999, the Omnibus Stock Plan was approved, providing for the granting of Golden State stock options and restricted stock, as well as other instruments, to employees of Golden State and its subsidiaries and affiliates, non-employee directors and to consultants who provide significant services to Golden State. The total number of shares available for grant through March 15, 2009 under the Stock Plan is 7,000,000 shares, which may be issued from treasury or from authorized but unissued shares. Non-qualified options granted under the stock plan generally vest over three years in one-third increments on the anniversary of the grant date. The options generally expire 10 years from the date of grant. The following is a summary of the transactions under all stock option plans:

Information about stock options outstanding at December 31, 1999 was as follows:

No compensation cost was recognized by the Company for stock options granted during 1999, in accordance with the intrinsic value accounting methodology prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, whereby compensation expense to employees is determined based upon the excess, if any, of the market price of Golden State's common stock at the measurement date over the exercise price of the award. If compensation cost during 1999 for the Omnibus Stock Plan had been determined based on the fair value of the awards at the grant dates, net income would have been $313.5 million, basic earnings per common share would have been $2.40 and diluted earnings per common share would have been $2.24. The fair values of the options were F-59 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements estimated at the grant date using the Black-Scholes option pricing model, which includes the following assumptions used for the stock options awarded during 1999: risk-free interest rate of 5.60%; expected option life of 7 years; expected volatility of 41.3%; no expected dividends; and a forfeiture rate of 5%. Since pro forma compensation cost relates to all periods over which the awards vest, the impact on pro forma net income may not be representative of compensation cost in subsequent years when the effect of the amortization of multiple awards would be reflected. The grant date fair value of the options granted during 1999 was $12.45 per share. The exercise price of each option equals the market price of Golden State's Common Stock on the date of the grant. On July 19, 1999, the Company awarded to certain of its employees 56,908 shares of restricted common stock. The market value on the date of the award was $22.38 per share. These shares vest over two years in one-half increments on the anniversary of the grant date, contingent upon the continued service of the employee. The compensation expense related to this award is recognized on a straight line basis over the vesting period for each tranche of the award with a corresponding increase to additional paid-in capital. During 1999, $0.5 million in compensation expense was recognized related to such award. These restricted shares have full voting rights and are included in common shares outstanding and in the calculation of diluted earnings per share. See note 37. (31) Incentive Plan -------------- On May 17, 1999, the Golden State Bancorp Inc. Executive Compensation Plan ("ECP") was approved, providing for performance-based incentive awards to senior executives of the Company. Awards may be paid in cash; however up to 50% may be payable in restricted common stock granted under the Omnibus Stock Plan discussed in note 30. Compensation expense totalling $9.1 million relating to the ECP was recorded during the year ended December 31, 1999. In addition, effective October 1, 1995, FN Holdings entered into a management incentive plan ("Incentive Plan") with certain executive officers of the Bank ("Participants"). Awards under the Incentive Plan were made in the form of performance units. Each performance unit entitled Incentive Plan Participants to receive cash and/or stock options ("Bonuses") based upon the Participants' vested interest in a bonus pool. Generally, the Incentive Plan provided for the payment of Bonuses, on a quarterly basis, to the Participants upon the occurrence of certain events. Bonuses vested at 20% per year beginning October 1, 1995 and were subject to a cap of $50 million. Bonuses were recorded by a charge to compensation and employee benefits and an increase to other liabilities. The Glen Fed Merger constituted a change of control pursuant to the terms of the Incentive Plan and, as such, cash payments were made to the Participants on September 11, 1998. (32) Extraordinary Items ------------------- During the fourth quarter of 1999, the FHLB called and the Bank prepaid $500 million in FHLB advances, resulting in an extraordinary gain of $2.7 million, net of income taxes, on the early extinguishment of such borrowings. On December 20, 1999, the Bank repurchased all of the remaining $6.0 million outstanding principal amount of the 11.20% Senior Notes assumed in the SFFed Acquisition, resulting in an extraordinary loss of $0.2 million, net of income taxes, on the early extinguishment of debt. In connection with the Debt Tender Offers during 1998, GS Holdings purchased $914.5 million aggregate principal amount of the FN Holdings Notes for an aggregate purchase price, including accrued interest payable of $1.1 billion, resulting in an extraordinary loss of $98.7 million, net of income taxes, on the early extinguishment of such debt. In connection with the Parent Holdings Defeasance during 1998, GS Financial redeemed $455 million aggregate principal amount of the Parent Holdings Notes for an aggregate redemption price, including accrued interest payable, of $553.7 million. The after-tax redemption premiums and expenses paid in connection with the Parent Holdings Defeasance totalled $51.6 million and are reflected as extraordinary loss, net of taxes, on the consolidated statement of income for the year ended December 31, 1998. F-60 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (33) Commitments and Contingencies ----------------------------- In the ordinary course of business, the Company has commitments and contingent liabilities that are not reflected in the accompanying consolidated financial statements. The Company, through FNMC, enters into financial instruments with off-balance sheet risk through the origination and sale of mortgage loans and the management of the related loss exposure caused by fluctuations in interest rates. These financial instruments include commitments to extend credit and purchase loans (mortgage loan pipeline) and mandatory and optional forward commitments to sell loans. The following is a summary of the Company's pipeline of loans in process and mandatory forward commitments to sell loans at December 31, 1999 (in thousands): December 31, ---------------------------- 1999 1998 ---------- ---------- Commitments to originate loans: Fixed rate $ 394,923 $1,362,727 Variable rate 1,078,909 780,759 Commitments to purchase loans 1,434,893 1,823,837 Mandatory commitments to sell loans 903,526 2,746,839 The Company's pipeline of loans in process includes loan applications in various stages of processing. Until all required documentation is provided and underwritten, there is no credit risk to the Company. There is no interest rate risk until a rate commitment is extended by the Company to a borrower. Some of these commitments will ultimately be denied by the Company or declined by the borrower and therefore the commitment amounts do not necessarily represent future cash requirements. Loans in process for which rates were committed to the borrower totalled approximately $1.2 billion at December 31, 1999. On a daily basis, the Company determines what percentage of the portfolio of loans in process for which rate commitments have been extended to a borrower to hedge. Both the anticipated percentage of the pipeline that is expected to fund and the inherent risk position of the portfolio are considered in making this determination. Mandatory and optional delivery forward commitments to sell loans are used by the Company to hedge its interest rate exposure from the time a loan has a committed rate to the time the loan is sold. These instruments involve varying degrees of credit and interest rate risk. Credit risk on these instruments is controlled through credit approvals, limits and monitoring procedures. To the extent that counterparties are not able to fulfill forward commitments, the Company is at risk for any fluctuations in the market value of the mortgage loans and locked pipeline. Realized gains and losses on mandatory and optional-delivery forward commitments are recognized in the period settlement occurs. At December 31, 1999, unrealized gains resulting from the use of forward commitments to sell loans were $3.3 million. Unrealized gains and losses on mandatory and optional-delivery forward commitments are included in the lower of cost or market valuation adjustment to mortgage loans held for sale. The Company is party to an agreement with FNMA pursuant to which FNMA provided credit enhancements for certain bond-financed real estate projects originated by Old FNB. The agreement requires that the Company pledge to FNMA collateral in the form of certain eligible securities which are held by a third party trustee. The collateral requirement varies based on the balance of the bonds outstanding, losses incurred (if any), as well as other factors. At December 31, 1999, the Company had pledged as collateral certain investment securities, mortgage-backed securities available for sale and mortgage-backed securities held to maturity with carrying values of $15.7 million, $18.0 million and $18.9 million, respectively. F-61 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements At December 31, 1999, the Bank had pledged as collateral certain mortgage-backed securities available for sale and held to maturity with carrying values of $197.9 million and $6.2 million, respectively, to guarantee credit enhancements on multi-family bond issues and loans securitized by FNMA and FHLMC . At December 31, 1999, the Bank had pledged as collateral certain mortgage-backed securities available for sale and held to maturity with carrying values of $164.5 million and $11.9 million, respectively, to guarantee state and local agency deposits, and certain deposits with the Federal Reserve Bank. At December 31, 1999, the Bank had pledged as collateral certain mortgage-backed securities available for sale with a carrying value of $25.8 million to cover the margin on interest rate swap agreements. In addition, the Bank retains principal and interest funds on securitized loans with appropriate collateral held and monitored by the trustee. The pledge agreement requires the collateral to be 150% of the average remittances for the prior twelve months, to be adjusted quarterly. At December 31, 1999, the Bank had pledged as collateral certain mortgage-backed securities available for sale and held to maturity with carrying values of $348.8 million and $13.1 million, respectively. In addition, at December 31, 1999, mortgage-backed securities available for sale and mortgage-backed securities held to maturity of $9.9 billion and $1.9 billion, respectively, were pledged as collateral for various obligations as discussed in notes 10, 11, 19 and 20. At December 31, 1998, mortgage-backed securities available for sale and mortgage-backed securities held to maturity of $8.4 billion and $2.5 billion, respectively, were pledged as collateral for various obligations. At December 31, 1999, $23.9 billion in residential loans were pledged as collateral for FHLB advances. At December 31, 1999 and 1998, loans receivable included approximately $6.4 billion and $7.8 billion, respectively, of loans that had the potential to experience negative amortization. (34) Legal Proceedings ----------------- California Federal Goodwill Litigation The Bank is the plaintiff in a lawsuit against the United States Government (the "Government"), California Federal Bank v. United States, Civil Action 92-138 (the "California Federal Goodwill Litigation"). In the California Federal Goodwill Litigation, the Bank alleged, among other things, that the Government breached certain contractual commitments regarding the computation of its regulatory capital for which the Bank sought damages and restitution. The Bank's claims arose from changes, mandated by the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA"), with respect to the rules for computing Old California Federal's regulatory capital. In late 1997, a United States Court of Federal Claims (the "Claims Court") Judge ruled in favor of the Bank's motion for partial summary judgment as to the Government's liability to the Bank for breach of contract, and a formal order in that regard was subsequently issued. In late 1998, a second U.S. Claims Court Judge ruled that California Federal cannot meet its burden for proving lost profits damages and ordered that the case proceed to trial on the damage issue of restitution and reliance. The trial began in January 1999 and concluded in March 1999. On April 16, 1999, this second Claims Court Judge issued his decision on the damages claim against the Government in the California Federal Goodwill Litigation, ruling that the Government must compensate the Bank in the sum of $23.0 million. The summary judgment liability decision by the first Court of Claims Judge has been appealed by the Government and the damage award by the second Court of Claims Judge has been appealed by the Bank. All appellate briefs have been filed and it is anticipated that oral argument in the Federal Circuit Court of Appeals will take place in conjunction with the appellate argument in the Glendale Goodwill Litigation (as defined herein) in mid 2000. F-62 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Glendale Goodwill Litigation By virtue of the Glen Fed Merger, the Bank is also a plaintiff in a claim against the United States in a second lawsuit, Glendale Federal Bank v. United States, No.90-772C (the "Glendale Goodwill Litigation"). In the Glendale Goodwill Litigation, Glendale Federal sued the Government contending that FIRREA's treatment of supervisory goodwill constituted a breach by the Government of its 1981 contract with the Bank, under which the Bank had merged with a Florida thrift and was permitted to include the goodwill resulting from the merger in its regulatory capital. In 1992, the Claims Court found in favor of Glendale Federal's position, ruling that the Government breached its express contractual commitment to permit Glendale Federal to include supervisory goodwill in its regulatory capital and that Glendale Federal is entitled to seek financial compensation. The trial began in February 1997 and concluded in September 1998. On April 9, 1999, the Claims Court issued its decision in the Glendale Goodwill Litigation, ruling that the Government must compensate the Bank in the sum of $908.9 million. This decision has been appealed by the Government and the Bank. All appellate briefs have been filed by both the Government and the Bank and oral argument on the appeal will be scheduled in conjunction with the argument in the California Federal Goodwill Litigation in mid 2000. Other Litigation In addition to the California Federal Goodwill Litigation and the Glendale Goodwill Litigation, Golden State and its subsidiaries are involved in other legal proceedings on claims incidental to the normal conduct of its businesses. Although it is impossible to predict the outcome of any outstanding legal proceedings, management believes that such legal proceedings and claims, individually, or in the aggregate, will not have a material effect on Golden State, GS Holdings or the Bank. (35) Goodwill Litigation Assets -------------------------- In connection with the Cal Fed Acquisition, the Bank recorded as an asset part of the estimated after-tax cash recovery from the California Federal Goodwill Litigation that will inure to the Bank, net of amounts payable to holders of the Litigation Interests and the Secondary Litigation Interests in any such recovery (the "Goodwill Litigation Asset"). In connection with the Glen Fed Merger, the Bank recorded a second Goodwill Litigation Asset related to the estimated after-tax cash recovery from the Glendale Goodwill Litigation that will inure to the Bank, net of amounts payable to holders of the Litigation Tracking Warrants. The Goodwill Litigation Asset related to the California Federal Goodwill Litigation was recorded at its estimated fair value of $100 million, net of estimated tax liabilities, as of January 3, 1997. The Goodwill Litigation Asset related to the Glendale Goodwill Litigation was recorded at its estimated fair value of $56.9 million, net of estimated tax liabilities, as of September 11, 1998. The California Federal Goodwill Litigation Asset of $100 million was distributed on September 11, 1998 to GSB Investments and Hunter's Glen in accordance with the Golden State Merger agreement. See note 25. (36) Off-Balance-Sheet Activities ---------------------------- Credit Related Financial Instruments The Company is a party to credit related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company's exposure to credit loss is represented by the contractual amount of these commitments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments. F-63 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Listed below are unfunded financial instruments whose contract amounts represent credit risk at December 31, 1999 and 1998 (in thousands): Contract Amount --------------------------- Commitments to extend credit 1999 1998 - ---------------------------- ---------- -------- Unutilized consumer lines of credit $1,034,913 $905,907 Unutilized commercial lines of credit 159,744 169,536 Commercial and standby letters of credit 3,892 4,552 Unutilized consumer lines of credit are commitments to extend credit. These lines are either secured or nonsecured and may be cancelled by the Company if certain conditions of the contract are not met. Many consumer line of credit customers are not expected to fully draw down their total lines of credit and, therefore, the total contractual amount of these lines does not necessarily represent future cash requirements. Unutilized commitments under commercial lines of credit are commitments for possible future extensions of credit to existing customers. These lines of credit are uncollateralized, usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed. Commercial and standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially, all letters of credit issued have expiration dates within five years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company generally holds collateral supporting those commitments in an amount deemed to be necessary. Derivative Financial Instruments The Company utilizes various derivative instruments for other-than-trading purposes such as asset/liability management. The primary focus of the Company's asset/liability management program is to measure and monitor the sensitivity of the Company's net portfolio value and net income under varying interest rate scenarios. On a quarterly basis, the Company simulates the net portfolio value and net income expected to be earned over a twelve-month period following the date of simulation. The simulation is based on a projection of market interest rates at varying levels and estimates the impact of such market rates on mortgage prepayment speeds, the levels of interest-earning assets and interest-bearing liabilities during the measurement period. Based upon the outcome of the simulation analysis, the Company may consider the use of derivatives as a means of reducing the volatility of net portfolio value and projected net income within certain ranges of projected changes in interest rates. The Company evaluates the effectiveness of entering into any derivative instrument agreement by measuring the cost of such an agreement in relation to the reduction in net portfolio value and net income volatility within an assumed range of interest rates. Derivative financial instruments include swaps, futures, forwards, and options contracts, all of which derive their value from underlying interest rates. These transactions involve both credit and market risk. The notional amounts are amounts on which calculations, payments, and the value of the derivative are based. Notional amounts do not represent direct credit exposures. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any. The Company is exposed to credit-related losses in the event of nonperformance by the counterparties to those agreements. The Company controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures, but does not expect any counterparties to fail their obligations. The Company deals only with primary dealers and the FHLB of San Francisco. Derivative instruments are generally either negotiated over-the-counter ("OTC") contracts or standardized contracts executed on a recognized exchange. Negotiated OTC derivative contracts are generally entered into between two counterparties that negotiate specific agreement terms, including the underlying instrument, amount, exercise prices and maturity. F-64 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Interest Rate Swaps ------------------- The Company utilizes interest rate swaps primarily as an asset/liability management strategy to hedge against the interest rate risk inherent in variable-rate FHLB advances and securities sold under agreements to repurchase. Interest rate swap agreements are contracts to make or receive payments, such as making a series of floating rate payments in exchange for receiving a series of fixed rate payments. Payments related to swap contracts are made either monthly, quarterly or semi-annually by one of the parties depending on the specific terms of the related contract. The notional amount of the contracts, on which the payments are based, are not exchanged. The primary risks associated with swaps are the exposure to movements in interest rates and the ability of the counterparties to meet the terms of the contract. At December 31, 1999, interest rate swap agreements with a notional amount of $2.6 billion and a weighted average maturity of 5.2 years were outstanding. These agreements provided for the Company to receive payments at a variable rate determined by a specified index (three month LIBOR) in exchange for making payments at a fixed rate. At December 31, 1999, the weighted average pay rate was 6.60% and the weighted average receive rate was 6.11%. No interest rate swap agreements were terminated in 1999 prior to maturity. At December 31, 1999, unrealized gains relating to the use of interest rate swaps were $51.9 million. These gains will be recognized over the life of the FHLB advances or securities sold under agreements to repurchase, as appropriate. There were no interest rate swap agreements outstanding at December 31, 1998. Principal Only Swaps -------------------- The Company utilizes principal only ("PO") swap agreements to hedge against prepayment risk in its mortgage servicing portfolio caused by declining interest rates. PO swap agreements simulate the ownership of a PO strip, the value of which is affected directly by prepayment rates themselves in an inverse manner as servicing rights, which act in a manner similar to interest only ("IO") strips. Under the terms of the PO swap agreements, the counterparty to the transaction purchases a PO strip and places the PO strip in a trust. The contracts entered into prior to December 31, 1998 call for the Company to pay floating interest to the counterparty based on: (a) an index tied to one month LIBOR and (b) the notional balance of the swap. The contract calls for the Company to receive cash from the counterparty based on the cash flows received from the PO strip. For all PO swap agreements entered into after December 31, 1998, the agreement requires the PO swap to be marked to market value. A decrease in the market value of the PO swap requires the Company to increase the amount paid to the counterparty and an increase in the market value requires the counterparty to increase their payment to the Company. Further, the contract calls for the Company to pay floating interest to the counterparty based on (a) one month LIBOR plus an agreed upon spread and (b) the market value of the remaining notional balance of the swap at the time of the prior month settlement. The amounts to be paid and to be received are then netted together each month. The structure of this instrument results in increased cash flows and positive changes in the value of the swap during a declining interest rate environment. This positive change in the value of the swap is highly correlated to prepayment activity. PO swap agreements present yield curve risk to the extent that short term interest rates (which impact the cash amount that the Company pays on the swap to the counterparty) rise while long term rates (which drive prepayment rates) stay the same. A third type of risk associated with PO swaps is the ability of the counterparties to meet the terms of the contract. At December 31, 1999, PO swap agreements with a notional balance of $202.3 million were outstanding. During 1999, the calculated amount to be paid to and to be received from the PO swap counterparties was $29.6 million and $19.2 million, respectively. No PO swap agreements were terminated in 1999 prior to maturity. At December 31, 1998, PO swap agreements with a notional balance of $164.7 million were outstanding. During 1998, the calculated amount to be paid to and to be received from the PO swap counterparties was $6.2 million and $11.2 million, respectively. The Company received $16.1 million from counterparties to terminate PO swap agreements in 1998. F-65 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Prepayment Linked Swaps ----------------------- The Company utilizes prepayment linked swap agreements to hedge against prepayment risk in its mortgage servicing portfolio caused by declining interest rates. Prepayment linked swap agreements are similar to interest rate floors, discussed below. However, interest rate floor contracts provide for the counterparty to make immediate payments to the Company if the floating rate drops below a specified strike rate. Under the terms of the prepayment linked swap agreements, the Company is to pay fixed interest to the counterparty based on: (a) a fixed rate and (b) the amortized notional balance of the swap. The Company is to receive cash from the counterparty only after a sustained drop in the 10-year Constant Maturity Treasury interest rate below a strike interest rate. The amounts to be paid and to be received are netted together each month. The structure of this instrument results in increased cash flows and positive changes in the value of the swap during a sustained decline in the interest rate environment. This positive change in the value of the swap is correlated to prepayment activity. Prepayment linked swap agreements have basis risk and yield curve risk. A third type of risk associated with prepayment linked swaps is the ability of the counterparties to meet the terms of the contract. All outstanding prepayment linked swaps matured during 1999 and none was outstanding at December 31, 1999. During 1999, the calculated amount to be paid to and to be received from the prepayment linked swap counterparties was $0.1 million and $0.4 million, respectively. At December 31, 1998, prepayment linked swap agreements with a notional balance of $1.9 billion were outstanding and the calculated amount to be paid and to be received from the prepayment linked swap counterparties was $0.2 million and $0.8 million, respectively. No prepayment linked swap agreements were terminated in 1999 or 1998 prior to maturity. Interest Rate Floors -------------------- The Company currently uses interest rate floors to hedge against prepayment risk in its mortgage servicing portfolio caused by declining interest rates. Interest rate floors are interest rate protection instruments that involve payment from the seller to the buyer of an interest differential. this differential represents the difference between a long-term rate (e.g., 10-year Constant Maturity Swaps in 1999 and 1998, 10-year Constant Maturity Treasury in 1999 and 1997) and an agreed-upon rate, the strike rate, applied to a notional principal amount. By purchasing a floor, the Company will be paid the differential by a counterparty, should the current short-term rate fall below the strike level of the agreement. The Company generally receives cash monthly on purchased floors (when the current interest rate falls below the strike rate.) The unamortized premium, if any, paid for interest rate purchased floor agreements is included with the assets hedged. Interest rate floors are subject to basis risk because changes in the relationship between prepayment rates and the interest rate may occur, as well as market volatility and swap spread movement. In addition, a credit risk associated with purchased interest rate floor agreements is the ability of the counterparties to meet the terms of the contract. At December 31, 1999 and 1998, the Company was a party to interest rate floor contracts with a weighted average maturity of 4.9 years and 4.8 years, respectively. At December 31, 1999, the notional amount of the remaining interest rate floor contracts was $950 million, the weighted average strike rate was 5.84% and the monthly floating rate was 6.44%. During 1999, the Company received cash from the interest rate floor counterparties in the amount of $0.1 million. During 1999, the Company received proceeds of $17.0 million from sales of interest rate floor contracts with unamortized premiums of $38.2 million. At December 31, 1998, the notional amount of the remaining interest rate floor contracts was $2.1 billion, the weighted average strike rate was 5.31% and the monthly floating rate was 5.47%. During 1998, the Company received cash from the interest rate floor counterparties in the amount of $4.8 million. During 1998, the Company received proceeds of $60.1 million from sales of interest rate floor contracts with unamortized premiums of $16.1 million. The amount of the unamortized premium on the interest rate floors at December 31, 1999 and 1998 was $13.7 million and $27.6 million, respectively. At December 31, 1999, the floating rate exceeded the strike rate by 0.60%. At December 31, 1998, the floating rate exceeded the strike rate by 0.16%. F-66 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Swaptions --------- The Company also uses swaptions to hedge against the prepayment risk in its mortgage servicing portfolio caused by declining interest rates. A swaption (a combination of an interest rate swap and an option) is an over-the-counter option that provides the right but not the obligation to enter into an interest rate swap agreement at predetermined terms at some time in the future. The unamortized premiums, if any, paid for swaptions are included with the assets hedged. Swaptions are subject to basis risk because changes in the relationship between prepayment rates and the interest rate may occur, as well as market volatility and swap spread movement. In addition, credit risk associated with swaptions is the ability of the counterparties to meet the terms of the contract. At December 31, 1999 and 1998, the Company was a party to swaption contracts with a weighted average maturity of 2.7 years and 2.8 years, respectively, in which the Company paid the counterparties premiums in exchange for the right but not the obligation to purchase an interest rate swap agreement. Under the terms of the underlying interest rate swap agreement, the Company would pay the variable rate tied to three month LIBOR and would receive the fixed rate. At December 31, 1999, the notional amount of the underlying interest rate swap contract was $834 million, the weighted average strike rate was 6.98% and the three month LIBOR rate was 6.00%. At December 31, 1999, the strike rate exceeded the floating rate by 0.98%. The unamortized premium on the swaptions at December 31, 1999 was $26.5 million. During 1999, the Company received proceeds of $29.8 million from the sales of swaption contracts with unamortized premiums of $58.6 million. At December 31, 1998, the notional amount of the underlying interest rate swap contract was $2.3 billion, the weighted average strike rate was 5.57% and three month LIBOR rate was 5.06%. At December 31, 1998, the strike rate exceeded the floating rate by 0.51%. The unamortized premium on the swaptions at December 31, 1998 was $60.2 million. During 1998, there were no swaption contracts that expired or that were sold. Information pertaining to the notional amounts of the Company's derivative financial instruments is as follows (in thousands):

- ---------------- (1) Credit risk represents current replacement cost after the effects of master netting agreements. The maturity of derivative financial instruments used for other-than-trading purposes at December 31, 1999 is as follows (in thousands):

F-67 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The year-end fair values of derivative financial instruments used for other-than-trading purposes at December 31, 1999 and 1998 are listed below. Fair value amounts consist of unrealized gains and (losses), accrued interest receivable and payable, and premiums paid or received. 1999 1998 ------- -------- (in thousands) Interest rate swaps $51,882 $ -- Principal only swaps (15,792) 18,770 Prepayment linked swaps -- 1,255 Interest rate floors 10,431 32,229 Interest rate swaptions 24,294 89,332 ------- -------- Total $70,815 $141,586 ======= ======== (37) Earnings Per Common Share ------------------------- Net income per share of common stock is based on the weighted average number of common and common equivalent shares outstanding, excluding common shares in treasury, during the period presented. Information used to calculate basic and diluted earnings per share ("EPS") is as follows (in thousands, except per share data):

- -------------------- (a) 1999 basic weighted average shares outstanding exclude the effect of 56,908 shares of restricted stock that were awarded to employees of the Company on July 19, 1999, as these shares are subject to vesting. The impact of this award was included in diluted average shares outstanding. See note 30. (b) 1999 total basic weighted average shares outstanding include the effect of 5,540,319 shares issued on January 21, 1999 and 147,677 shares issuable to GSB Investments and Hunter's Glen for net tax benefits realized by the Bank during 1998. (Footnotes continued on next page) F-68 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 1999 total basic and diluted weighted average shares outstanding include the effect, as appropriate, of an additional 9,609,054 shares estimated to be issuable to GSB Investments and Hunter's Glen based on the use of pre-merger tax benefits during 1999. See note 25. 1998 total basic weighted average shares outstanding include the effect of 5,687,996 shares issuable to GSB Investments and Hunter's Glen as consideration for the net tax benefits realized by the Bank during 1998. (c) Golden State's diluted shares outstanding are not affected by the LTW(TM)s until they become exercisable because tHE amount of the proceeds from the Glendale Goodwill Litigation and the number of shares of common stock to be issued cannot be determined until the LTW(TM)s become exercisable. (38) Fair Value of Financial Instruments ----------------------------------- The following table presents the carrying amounts and fair values of the Company's financial instruments at December 31, 1999 and 1998 (in thousands):

- ------------- (a) Fair value amounts presented exclude the fair values of interest rate floors and interest rate swaptions, which are reflected in the carrying value. F-69 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following summary presents a description of the methodologies and assumptions used to estimate the fair value of the Company's financial instruments. Much of the information used to determine fair value is highly subjective. When applicable, readily available market information has been utilized. However, for a significant portion of the Company's financial instruments, active markets do not exist. Therefore, considerable judgment was required in estimating fair value for certain items. The subjective factors include, among other things, the estimated timing and amount of cash flows, risk characteristics, and interest rates, all of which are subject to changes. Cash and cash equivalents: Cash and cash equivalents are valued at their carrying amounts included in the consolidated statement of financial condition, which are reasonable estimates of fair value due to the relatively short period to maturity of the instruments. Securities and mortgage-backed securities: Securities and mortgage-backed securities are valued at quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. Loans held for sale: Loans held for sale are valued based on quoted market prices for mortgage-backed securities backed by similar loans. Loans receivable, net: Fair values are estimated for loans in groups with similar financial and risk characteristics. Loans are segregated by type including residential, multi-family and commercial. Each loan type is further segmented into fixed and variable interest rate terms and by performing and non-performing categories in order to estimate fair values. For performing residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources. The fair value of performing commercial and multi-family loans is calculated by discounting scheduled principal and interest cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the respective loan type. Fair value for non-performing loans is based on discounting estimated cash flows using a rate commensurate with the risk associated with the estimated cash flows, or underlying collateral values, where appropriate. Investment in FHLB: Since no secondary market exists for FHLB stock and the stock is bought and sold at par by FHLB, fair value of these financial instruments approximates the carrying value. Accrued interest: The carrying amounts of accrued interest approximate their fair values. Mortgage servicing rights: The fair value of mortgage servicing rights is based on market prices for comparable mortgage servicing contracts, when available, or alternatively a valuation model that calculates the present value of future net servicing income. In using the valuation model, the Company incorporates assumptions that market participants would use in estimating future net servicing income, which include estimates of the cost of servicing, the discount rate, mortgage escrow earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Deposits: The fair values of demand deposits, passbook accounts, money market accounts, and other deposits immediately withdrawable, by definition, approximate carrying values for the respective financial instruments. For fixed maturity deposits, the fair value was estimated by discounting expected cash flows by the current offering rates of deposits with similar terms and maturities. Securities sold under agreements to repurchase: The fair value of securities sold under agreements to repurchase is estimated using a discounted cash flow analysis based on interest rates currently offered on such repurchase agreements with similar maturities. F-70 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Borrowings: The fair value of borrowings, other than FHLB advances, is estimated using discounted cash flow analyses based on current incremental rates for similar borrowing arrangements. The fair values of FHLB advances are estimated using a discounted cash flow analysis based on interest rates currently offered on advances with similar maturities. Off-balance sheet financial instruments: Forward Commitments Fair values of the Company's commitments to originate loans are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate commitments, fair value also considers the difference between current levels of interest rates and the committed rates. Fair values of forward commitments to sell loans are determined using current estimated replacement costs. Derivative Financial Instruments Derivative financial instruments are recorded at fair value based on the estimated amounts that the Company would receive or pay to terminate the contracts at the reporting date (i.e., mark-to-market value). Dealer quotes are available for substantially all of the Company's derivative financial instruments. F-71 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (39) Selected Quarterly Financial Data (Unaudited) --------------------------------------------- The following table presents selected quarterly financial data for the years ended December 31, 1999 and 1998 (in thousands, except per share data):

F-72 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements

(40) Condensed Parent Company Financial Information ---------------------------------------------- The following represents condensed balance sheets of the Company (parent company only) at December 31, 1999 and 1998 (in thousands): 1999 1998 ---------- ---------- Assets Cash $ 2,652 $ 16,756 Investments in subsidiaries 1,696,933 1,809,306 Other assets 2,959 3,149 ---------- ---------- Total $1,702,544 $1,829,211 ========== ========== Liabilities and Stockholders' Equity Other liabilities $ 140,761 $ 247,433 ---------- ---------- Total liabilities 140,761 247,433 Total stockholders' equity 1,561,783 1,581,778 ---------- ---------- Total liabilities and stockholders' equity $1,702,544 $1,829,211 ========== ========== F-73 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following represents parent company only condensed statements of income for the years ended December 31, 1999, 1998 and 1997 (in thousands):

The following represents parent company only statements of cash flows for the years ended December 31, 1999, 1998 and 1997 (in thousands):

F-74 GOLDEN STATE BANCORP INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements

Supplemental Disclosure of Cash Flow Information:

F-75 EX-10.11 2 EMPLOYMENT AGREEMENT - GERALD J. FORD EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into by and between CALIFORNIA FEDERAL BANK, A Federal Savings Bank (the "Company"), having a business address at 135 Main Street, San Francisco, California, 94105, and GERALD J. FORD (the "Executive"), having a mailing address at 200 Crescent Court, Suite 1350, Dallas, Texas 75201. R E C I T A L S The Board of Directors of the Company has determined that it is in the best interests of the Company to retain the Executive's services and to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Executive, to their assigned duties without distraction in potentially disturbing circumstances arising from the possibility of a change of control of the Company. The Company wishes to assure itself of the services of the Executive for the period provided in this Agreement and the Executive wishes to serve in the employ of the Company on the terms and conditions hereinafter provided. This Agreement supersedes and replaces (i) the employment agreement by and between the Executive and the Company dated as of October 1, 1994, as subsequently amended as of January 1, 1998 and (ii) the consulting agreement by and between the Executive and First Nationwide Management Corp. (and their respective assignees and successors) dated as of October 1, 1994 as subsequently amended as of January 1, 1995, and December 17, 1997; such agreements shall be terminated upon the later of the effective date of this Agreement or execution of this Agreement. A G R E E M E N T NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows: 1. Employment. Upon the terms and subject to the conditions contained in this Agreement, the Executive agrees to provide full-time services for the Company during the term of this Agreement. The Executive agrees to devote his best efforts to the business of the Company, and shall perform his duties in a diligent, trustworthy, and business-like manner, all for the purpose of advancing the business of the Company. However, the Executive may act as an executor, a trustee, an officer and/or director of entities with whom the Executive has had a continuing relationship (including Liberte' Investors) so long as such activities do not interfere in any material way with the Executive's duties hereunder. 2. Duties; Location. The duties of the Executive shall be those duties which can reasonably be expected to be performed by a person with the title of Chief Executive Officer and, subject to the approval of the Board of Directors of the Company, as Chairman of the Board of the Company. The Executive shall report directly to the Board of Directors of the Company. The Executive's duties may, from time to time, be changed or modified at the discretion of the Board of 1 Directors of the Company. The duties to be performed under this Agreement shall be performed primarily at the offices of the Company in Dallas, Texas, subject to reasonable travel requirements on behalf of the Company. 3. Employment Terms. Subject to the terms and conditions hereof, the Company agrees to employ the Executive for a term commencing as of January 1, 2000 (the "Effective Date") and continuing through December 31, 2002, unless renewed under this Section 3. Beginning with January 1, 2002, this Agreement shall be automatically renewed each January 1 for one-year terms, unless either the Company or the Executive provides written notice of election not to renew, at least 45 days before the applicable January 1. 4. Salary and Benefits. (a) Base Salary. The Company shall, during the term of this Agreement, pay the Executive an annual base salary of $1,000,000 beginning on the Effective Date, pro rated for periods of fewer than 12 months. Such salary shall be paid in semi-monthly installments less applicable withholding and salary deductions. Base salary shall be reviewed at least annually and may be increased by the Company. The Company may not, however, reduce the Executive's base salary at any time during the term of this Agreement. (b) Executive Compensation Plans. The Executive shall be eligible to participate in any executive compensation plan in which any other senior executive of the Company participates; such executive compensation plans shall include (without limitation) the following types of compensation, incentives, and benefits: stock options, restricted stock, annual bonuses, long term incentive compensation, and stock purchase. (c) Non-Qualified Retirement Plans. The Executive shall be entitled to participate in any non-qualified retirement plan that is generally provided to senior executive officers of the Company. (d) Fringe Benefits. The Executive shall be entitled to all benefits for which the Executive is eligible under any qualified retirement plan, group insurance, other welfare benefits, and all "fringe" benefits which the Company provides to its employees generally or to senior executives of the Company (including executive medical benefits for the Executive and his dependents). (e) Medical Examination. The Executive shall be reimbursed by the Company for the reasonable cost of one annual medical examination upon presentation of an expense statement. (f) Paid Time Off. The Executive shall be entitled to paid time off ("PTO") during each full year of his employment hereunder in accordance with the applicable policies adopted by the Company. In no event shall Executive be entitled to fewer 2 than five weeks PTO during any calendar year. Such PTO shall be taken at such times as are consistent with the reasonable business needs of the Company. (g) Automobile. The Company will provide the Executive with an automobile (the "Automobile") for use by the Executive in connection with the performance of his duties under this Agreement and the Company shall provide garaging near the Executive's office. The Automobile shall be a late model top-of-the-line luxury automobile to be reasonable selected by the Executive. The Executive may also use the Automobile for reasonable personal use. The Executive agrees to pay all operating costs of the Automobile and the Company agrees to reimburse to the Executive to cover operating costs of the Automobile (including insurance, maintenance, toll charges, and rental of garage space), upon the submission by the Executive to the Company of receipts evidencing such operating costs. Except as otherwise provided in Section 5 below, the Executive agrees to return the Automobile to the Company at the termination of this Agreement or the Executive may purchase the Automobile from the Company as its then wholesale value. The Company shall also provide the Executive with comparable automobiles in San Francisco and southern California on the same terms. (h) Clubs. The Company will reimburse the Executive, upon presentation of proper expense statements, for all reasonable initiation fees and periodic dues for memberships in golf, country, and social clubs of the Executive's choice. (i) Life Insurance. The Company shall purchase a split dollar whole life insurance policy on the life of the Executive with an initial face amount of $3,000,000 (the "Policy"). The Policy shall be adjusted every two years on January 1 (with the first adjustment on January 1, 2001) based upon increases in the Executive's base salary, and such adjusted face amount shall be equal to (i) the Executive's base salary, multiplied by (ii) three. The Policy shall be owned by a trust for the benefit of the heirs of the Executive (the "Trust"). The trustee of the Trust shall have the right to designate one or more beneficiaries, and to change such designation at any time and from time to time, in accordance with the terms of the Trust and the Policy. The Company shall pay all premiums on the Policy. The Trust and the Company shall have the rights and obligations set forth in the separate split dollar life insurance agreement previously executed with respect to the Policy, as the same may be amended from time to time. Such insurance coverage shall be in addition to, and not in lieu of, any other insurance normally provided by the Company to officers of the Company. In the event the Executive's employment shall terminate (A) at any time during the term of this Agreement for any reason other than (i) death, (ii) termination for Cause, or (iii) voluntary termination by the Executive without Good Reason, or (B) at the end of the term of this Agreement, the split dollar life insurance agreement referred to herein shall terminate and the Company shall release all of its rights with respect to the Policy, including its right to be repaid any amount, its rights to any accumulated cash surrender value in the Policy, and its collateral assignment of the Policy, and the Trust shall own the Policy and the Company shall have no further interest or rights in the Policy. (j) Reimbursement of Expenses. The Company shall reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in the course of his 3 duties, in accordance with normal policies. The Company acknowledges that the Executive shall be permitted to travel first class when traveling on behalf of the Company. (k) Employee Benefits. The Executive shall be entitled to participate in the employee benefit programs generally available to employees of the Company, and to all normal perquisites provided to senior executive officers of the Company. Upon termination of this Agreement by normal expiration of its term as specified in Section 3 hereof, medical and dental benefits provided to the Executive prior to termination shall continue to be provided to the Executive for a period of three (3) years. (l) San Francisco and New York Apartments. The Company shall provide the Executive with access to, and use of, an apartment in San Francisco, California and in New York City, New York, at the Company's expense, for use by the Executive when he is in such cities to perform his duties under this Agreement. (m) Office. The Company shall maintain (including the payment of rent, repairs, utilities, furnishings, improvements, insurance, and all other reasonable ancillary costs) its offices at 200 Crescent Court, Suite 1350, Dallas, Texas 75201, or such other comparable offices in the Dallas, Texas metropolitan area as are suitable to the conduct to its business. (n) Use of Corporate Aircraft. The Company shall provide the Executive with the use of a private corporate aircraft for his use. (o) Benefits not in Lieu of Compensation. No benefit or perquisite provided to the Executive shall be deemed to be in lieu of base salary, bonus, or other compensation. 5. Termination of Employment. The Board of Directors of the Company may terminate the employment of the Executive at any time as it deems appropriate. Except as may otherwise be provided in Section 6 below, the following provisions shall apply with respect to the termination of the Executive's employment. (a) Disability. The Company may terminate the Executive's employment for Disability if the Executive is incapacitated and absent from his duties hereunder on a full-time basis for six consecutive months or for at least 180 days during any 12 month period. If, during the term of this Agreement, the Executive's employment terminates due to Disability, the Executive shall be entitled to (i) receive continued payments in an amount equal to 60% of the Executive's base salary at the time of such termination, in accordance with Section 4 (a) above during the remaining term of this Agreement (as provided in Section 3 above) but for not less than two years, and (ii) continuation of group life insurance benefits and continuation of benefits under Section 4(i). In addition, so long as such benefits continue to be provided to the Company's employees, the Executive shall be entitled to continuation of benefits under the group medical plan(s) in which the Executive is participating at the time of such termination (including executive medical benefits) for the Executive, his spouse, and his dependents; such medical benefits shall terminate no later than 4 (x) the date on which the Executive ceases to be Disabled, or (y) the date on which the Executive attains age 70. (b) Voluntary Resignation or Termination for Cause. If the Executive shall voluntarily terminate his employment for other than Good Reason or if the Company shall discharge the Executive for Cause, this Agreement shall terminate immediately and the Company shall have no further obligation to make any payment under this Agreement which has not already become payable, but has not yet been paid. Provided, however, that with respect to any stock options, restricted stock, incentive plans, deferred compensation arrangements, or other plans or programs in which the Executive is participating at the time of termination of his employment, the Executive's rights and benefits under each such plan shall be determined in accordance with the terms, conditions, and limitations of the plan and any separate agreement executed by the Executive which may then be in effect. For the purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to perform his duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that he has not substantially performed his duties, or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Company, or (C) occurrence of any event which would provide a basis of termination for cause under 12 C.F.R. Section 563.39(b)(1) or any successor regulation defining termination for cause in employment agreements for employees of a savings association. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was not in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire authorized membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice and an opportunity for the Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board he was guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this paragraph and specifying the particulars thereof in detail. For purposes of this Agreement, "Good Reason" shall mean: (i) Without his express written consent, the assignment to the Executive of any duties inconsistent with his positions, duties, responsibilities and status with the Company, or a change in his reporting responsibilities, titles or offices, or any removal of the Executive from or any failure to re-elect the Executive to any of such positions, except in connection with the termination of his employment by the Company for Cause or as a result of the Executive's Disability, or as a result of his death, or by the Executive other than for Good Reason; 5 (ii) A reduction by the Company in the Executive's base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) The Company's requiring the Executive to be based anywhere other than Dallas, Texas, or, in the event the Executive consents to any relocation, the failure by the Company to pay (or reimburse the Executive) for all reasonable moving expenses incurred by him relating to a change of his principal residence in connection with such relocation and to indemnify the Executive against any loss (defined as the difference between the actual sale price of such residence and the higher of (a) his aggregate investment in such residence of (b) the fair market value of such residence as determined by a real estate appraiser designated by the Executive and reasonably satisfactory to the Company) realized on the sale of the Executive's principal residence in connection with any such change of residence; (iv) The failure by the Company to continue in effect any benefit or compensation plan (including but not limited to any stock option plan, pension plan, life insurance plan, health and accident plan or disability plan) in which the Executive is participating (or plans providing substantially similar benefits), the taking of any action by the Company which would adversely affect the Executive's participation in or materially reduce his benefits under any of such plans or deprive him of any material fringe benefit enjoyed by him, or the failure by the Company to provide the Executive with the number of PTO days to which he is then entitled on the basis of years of service with the Company in accordance with the Company's normal PTO policy in effect on the date hereof; (v) Any failure of the Company to obtain the assumption of, or the agreement to perform, this Agreement by any successor as contemplated in Section 17(a) hereof; or (vi) Any purported termination of the Executive's employment which is not effected pursuant to a notice of termination satisfying the requirements of Section 5(b) above (and, if applicable, Section 3 above); and for purposes of this Agreement, no such purported termination shall be effective. (c) Termination Without Cause; Resignation for Good Reason. The Company shall pay the Executive and provide to the Executive (and his dependents, where applicable), the amounts and benefits set forth in this Section 5(c) if, during the term of this Agreement, either (x) prior to a Change of Control, the Executive's employment is terminated by the Company without Cause or the Executive voluntarily terminates his employment for Good Reason, or (y) within 24 months after a Change of Control, the Executive's employment is terminated by the Company without Cause or the Executive voluntarily terminates his employment for any reason: (i) The Company shall pay the Executive in one lump sum within ten business days after termination of his employment an amount equal to (i) the sum of 6 his base salary as provided in Section 4(a) plus the Executive's Bonus Amount (as defined below), multiplied by (ii) three (3). The Executive's "Bonus Amount" shall be equal to the greater of (x) the Executive's average annual incentive bonus earned during the performance period representing the three calendar years immediately preceding the year in which he terminates employment, or (y) the Executive's target annual incentive bonus for the year in which he terminates employment. (ii) The Company shall maintain in full force and effect for the continued benefit of the Executive, for a three-year period after the date of his termination of employment ("Date of Termination"), all employee benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that his continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs. At the end of the period of coverage, the Executive shall have the option to have assigned to him at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Company and relating specifically to him. (iii) The Executive shall be entitled to the use of the Automobile until the earliest to occur of (x) the date the Executive is employed elsewhere, or (y) three years from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to such termination. (iv) All outstanding but unvested stock options, restricted stock, SARs, deferred compensation, and SERP payments shall, upon the Date of Termination, be accelerated, fully vested, and exercisable for three years after the Date of Termination; provided, however, that the foregoing shall not be construed to cause an "Incentive Stock Option" to fail to meet the statutory requirements of Section 422 of the Internal Revenue Code of 1986, as amended. If any option, restricted stock, SAR, or other benefit is governed by a plan which limits the acceleration of vesting or extension of exercises rights, the Company shall take all reasonable action to comply with this subsection (iv), and, with respect to any such benefit the Company is unable to provide in accordance with this subsection, the Company shall pay to the Executive within thirty (30) days after the Date of Termination a lump sum amount equal to the value of such benefits as determined by a third party appraiser acceptable to the Executive. (v) The Company shall provide outplacement services to the Executive, the scope and duration of which shall be at the discretion of the Executive. 7 "Change of Control" 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 GSB Common Stock") of GSB or (2)the combined voting power of the then-outstanding voting securities of GSB entitled to vote generally in the election of directors (the "Outstanding GSB 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 GSB or any acquisition of shares by GSB, 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 GSB Common Stock or Outstanding GSB 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 GSB or any corporation controlled by GSB; (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 GSB (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of GSB; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by GSB'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 GSB; or (C) Consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of GSB (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 GSB Common Stock and Outstanding GSB Voting Securities, immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-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, 8 of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns GSB or all or substantially all of GSB'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 GSB Common Stock and Outstanding GSB 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 GSB 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 GSB'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 GSB; 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) Death. If the Executive shall die before termination of his employment hereunder, the Executive's estate shall be entitled to receive continued payments in an amount equal to 60% of the Executive's base salary at the time of his death in accordance with Section 4(a) above during the remaining term of this Agreement (as provided in Section 3 above). (e) No Mitigation of Amounts Payable Hereunder. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise. 9 (f) Limitations on Payments. (i) Anything in this Section 5 to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided, by the Company to or for the benefit of the Executive (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 lump sum severance payment payable pursuant to Section 5(c)(i) shall be reduced so hat the aggregate present value of all payments in the nature of compensation to (or for the benefit of) the Executive 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 the Executive 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 5(f)(i) shall be made by an independent accounting firm (other than the Company's independent accounting firm) selected by the Company and acceptable to the Executive, and such determination shall be conclusive and binding on the parties hereto. (ii) Notwithstanding the provisions of Section 5(f)(i), 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 by the Executive from the Company, then such Excess Amount shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Amount and the Executive shall repay the Excess Amount to the Company on demand (but no less than ten (10) days after written demand is received by the Executive) together with interest on the4 Excess Amount at the "applicable Federal rate" (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Amount until the date of such repayment. 6. Termination Under Banking Laws. (a) If the Executive is suspended or temporarily prohibited from participating in the conduct of the Company's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (the "FDIA") (12 U.S.C. Section 1818 (e)(3) and (g)(1)), the Company's obligations under this Agreement shall be suspended as of the date of service of such notice unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may in its discretion (1) pay the Executive all or part of the compensation withheld while its obligations hereunder were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (b) If the Executive is removed or permanently prohibited from participating in the conduct of the Company's affairs by an order issued under Section 8(e)(4) or (g)(1) of 10 the FDIA (12 U.S.C. Section 1818(e)(4) or (g)(1)), all obligations of the Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (c) If the Company is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but this Section 6(c) shall not affect any vested rights of the Company or of the Executive. (d) All obligations of the Company under this Agreement may be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Company (i) by the Director of the Office of Thrift Supervision (the "Director") or his or her designee, at the time Federal Deposit Insurance Corporation or Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA; or (ii) by the Director or his or her designee, at the time the Director or his or her designee approves a supervisory merger to resolve problems related to operations of the Company or when the Company is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. 7. Confidential Information. The Executive recognizes and acknowledges that he will have access to certain information of members of the Company Group (as defined below) and that such information is confidential and constitutes valuable, special and unique property of such members of the Company Group. The Executive shall not at any time, either during or subsequent to the term of this Agreement, disclose to others, use, copy or permit to be copied, except in pursuance of his duties for and on behalf of the Company, it successors, assigns or nominees, any Confidential Information of any member of the Company Group (regardless of whether developed by the Executive) without the prior written consent of the Company. As used herein, "Company Group" means the Company, and any entity that directly or indirectly controls, is controlled by, or is under common control with, the Company, and for purposes of this definition "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. The term "Confidential Information" with respect to any person means any secret or confidential information or know-how and shall include, but shall not be limited to, the plans, customers, costs, prices, uses, and applications of products and services, results of investigations, studies or experiments owned or used by such person, and all apparatus, products, processes, compositions, samples, formulas, computer programs, computer hardware designs, computer firmware designs, and servicing, marketing or manufacturing methods and techniques at any time used, developed, investigated, made or sold by such person, before or during the term of this Agreement, that are not readily available to the public or that are maintained as confidential by such person. The Executive shall maintain in confidence any Confidential Information of third parties received as a result of his employment with the Company in accordance with the Company's obligations to such third parties and the policies established by the Company. 11 8. Delivery of Documents Upon Termination. The Executive shall deliver to the Company or its designee at the termination of his employment all correspondence, memoranda, notes, records, drawings, sketches, plans, customer lists, product compositions, and other documents and all copies thereof, made, composed or received by the Executive, solely or jointly with others, that are in the Executive's possession, custody, or control at termination and that are related in any manner to the past, present, or anticipated business or any member of the Company Group. In this regard, the Executive hereby grants and conveys to the Company all right, title and interest in and to, including without limitation, the right to possess, print, copy, and sell or otherwise dispose of, any reports, records, papers, summaries, photographs, drawings or other documents, and writings, and copies, abstracts or summaries thereof, that may be prepared by the Executive or under his direction or that may come into his possession in any way during the term of his employment with the Company that relate in any manner to the past, present or anticipated business of any member of the Company Group. 9. Disclosure and Receipt of Confidential Information. The Executive shall not, at any time during his employment, receive from persons not employed by the Company, any Confidential Information, as described above, not belonging to the Company, unless a valid agreement is authorized by the Company and is signed by both the Company and by the disclosing party. The Executive shall not use or disclose to other employees of the Company, during his employment with the Company, Confidential Information belonging to his former employers, former business associates, or any other third parties unless written permission has been given by such third parties to the Company and accepted by the Company to allow the Company to use and/or disclose such information. The Executive shall defend and indemnify the Company Group for any breach of the covenant contained in the preceding sentence. 10. Intellectual Property. The Executive shall hold in trust for the benefit of the Company, and shall disclose promptly and fully to the Company in writing, and hereby assigns, and binds his heirs, executors, and administrators to assign, to the Company any and all inventions, discoveries, ideas, concepts, improvements, copyrightable works, and other developments (the "Developments") conceived, made, discovered or developed by him, solely or jointly with others, during the term of his employment by the Company, whether during or outside of usual working hours and whether on the Company's premises or not, that relate in any manner to the past, present or anticipated business of any member of the Company Group. All works of authorship created by the Executive, solely or jointly with others, shall be considered works made for hire under the Copyright Act of 1976, as amended, and shall be owned entirely by the Company. Any and all such Developments shall be the sole and exclusive property of the Company, whether patentable, copyrightable, or neither, and the Executive shall assist and fully cooperate in every way, at the Company's expense, in securing, maintaining, and enforcing, for the benefit of the Company or its designee, patents, copyrights or other types of proprietary or intellectual property protection for such Developments in any and all countries. Within one year following the end of the term of this Agreement and without limiting the generality of the foregoing, any Development of the Executive relating to any subject matter on which the Executive worked or was informed during his employment by the Company shall be conclusively presumed to have been conceived and made prior to the termination of his employment (unless the Executive clearly proves that such Development 12 was conceived and made following the termination of his employment), and shall accordingly belong and be assigned to the Company and shall be subject to this Agreement. 11. Further Acts. At the request of the Company (but without additional compensation from the Company during his employment by the Company) the Executive shall execute any and all papers and perform all lawful acts that the Company may deem necessary or appropriate to further evidence or carry out the transactions contemplated in this Agreement including, without limitation, such acts as may be necessary for the preparation, filing, prosecution, and maintenance of applications for United States letters patent and foreign letters patent, or for United States and foreign copyright, on the Developments. 12. No Competition. Throughout the term of this Agreement, the Executive shall not directly or indirectly engage in the business of banking, or any other business in which the Company directly or indirectly engages during the term of this Agreement; provided, however, that the restriction in this Section 12 shall apply only to the reasonable and limited geographic area consisting of any state in which the Company directly or indirectly has offices, operations, or customers, or otherwise conducts business. For purposes of this Section 12, the Executive shall be deemed to engage in a business if he directly or indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any business engaged in banking; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this Section 12 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section 12 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this Section 12 is invalid or against public policy, the remaining provisions of this Section 12 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the business of the Company is national in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's investment in its businesses and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company, the Executive's reputation in the markets for the Company's businesses and the Executive's relationship with the suppliers, customers and clients of the Company. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other 13 opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihood. 13. No Tampering. Throughout the term of this Agreement and through the second anniversary of the expiration thereof, the Executive shall not (a) request, induce or attempt to influence any distributor or supplier of goods or services to any member of the Company Group to curtail or cancel any business they may transact with any member of the Company Group; (b) request, induce or attempt to influence any customers of any member of the Company Group that have done business with or potential customers which have been in contact with any member of the Company Group to curtail or cancel any business they may transact with any member of the Company Group; or (c) request, induce or attempt to influence any employee of any member of the Company Group to terminate his or her employment with such member of the Company Group. 14. Publicity and Advertising. The Executive agrees that the Company may use his name, picture, or likeness for any advertising, publicity, or other business purpose at any time, during the term of this Agreement by the Company and may continue to use materials generated during the term of this Agreement for a period of six months thereafter. Such use of the Executive's name, picture, or likeness shall not be deemed to result in any invasion of the Executive's privacy or in a violation of any property right the Executive may have; and the Executive shall receive no additional consideration if his name, picture or likeness is so used. The Executive further agrees that any negatives, prints or other material for printing or reproduction purposes prepared in connection with the use of his name, picture or likeness by the Company shall be and are the sole property of the Company. 15. Remedies. The Executive acknowledges that a remedy at law for any breach or attempted breach of the Executive's obligations under Sections 7 through 14 may be inadequate, agrees that the Company may be entitled to specific performance and injunctive and other equitable remedies in case of any such breach or attempted breach, and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. The Company shall have the right to offset against amounts to be paid to the Executive pursuant to the terms hereof any amounts from time to time owing by the Executive to the Company. The termination of this Agreement pursuant to Section 3, 5(a) or 5(b) shall not be deemed to be a waiver by the Company of any breach by the Executive of this Agreement or any other obligation owed the Company, and notwithstanding such a termination the Executive shall be liable for all damages attributable to such a breach. 16. Dispute Resolution. Subject to the Company's right to seek injunctive relief in court as provided in Section 15 of this Agreement, any dispute, controversy or claim arising out of or in relation to or in connection with this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability or breach of this Agreement, shall be exclusively and finally settled by arbitration, and any party may submit such dispute, controversy or claim, including for indemnification under this Section 16, to arbitration. (a) Arbitrators. The arbitration shall be heard and determined by one arbitrator, who shall be impartial and who shall be selected by mutual agreement of the parties; 14 provided, however, that if the dispute involves more than $2,000,000, then the arbitration shall be heard and determined by three (3) arbitrators. If three (3) arbitrators are necessary as provided above, then (i) each side shall appoint an arbitrator of its choice within thirty (30) days of the submission of a notice of arbitration and (ii) the party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within thirty (30) days following the appointment of the last party-appointed arbitrator. If (x) the parties cannot agree on the sole arbitrator, (y) one party refuses to appoint its party-appointed arbitrator within said thirty (30) day period or (z) the party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal, then the appointing authority for the implementation of such procedure shall be the Senior United States District Judge for the Northern District of Texas, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. If the Senior United States District Judge for the Northern District of Texas refuses or fails to act as the appointing authority within ninety (90) days after being requested to do so, then the appointing authority shall be the Chief Executive Officer of the American Arbitration Association, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. All decisions and awards by the arbitration tribunal shall be made by majority vote. (b) Proceedings. Unless otherwise expressly agreed in writing by the parties to the arbitration proceedings: (i) The arbitration proceedings shall be held in Dallas, Texas, at a site chosen by mutual agreement of the parties, or if the parties cannot reach agreement on a location within thirty (30) days of the appointment of the last arbitrator, then at a site chosen by the arbitrator(s); (ii) The arbitrator(s) shall be and remain at all times wholly independent and impartial; (iii) The arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as amended from time to time; (iv) Any procedural issues not determined under the arbitral rules selected pursuant to item (iii) above shall be determined by the law of the place of arbitration, other than those laws which would refer the matter to another jurisdiction; (v) The costs of the arbitration proceedings (including attorneys' fees and costs) shall be borne in the manner determined by the arbitrator(s); (vi) The decision of the arbitrator(s) shall be reduced to writing; final and binding without the right of appeal; the sole and exclusive remedy regarding any claims, counterclaims, issues or accounting presented to the arbitrator(s); made and promptly paid in United States dollars free of any deduction or offset; and any costs 15 or fees incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement; (vii) The award shall include interest from the date of any breach or violation of this Agreement, as determined by the arbitral award, and from the date of the award until paid in full, at 6% per annum; and (viii) Judgment upon the award may be entered in any court having jurisdiction over the person or the assets of the party owing the judgment or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. (c) Acknowledgment Of Parties. Each party acknowledges that he or she or it has voluntarily and knowingly entered into an agreement to arbitration under this Section by executing this Agreement. 17. Miscellaneous Provisions. (a) Successors of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 17 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) Executive's Heirs, etc. The Executive may not assign his rights or delegate his duties or obligations hereunder without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder as if he had continued to live, all such amounts, unless other provided herein, shall be paid in accordance with the terms of this Agreement to his designee or, if there be no such designee, to his estate. (c) Notice. For the purposes of this Agreement, notices and all other communications provide for in this Agreement shall be in writing and shall be deemed to 16 have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chief Operating Officer of the Company with a copy to the Secretary of the Company, or to such other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. (d) Amendment; Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board of Directors of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. (e) Invalid Provisions. Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall not have the effect of invalidating or voiding the remainder of this Agreement and the parties hereby agree that the portion so held invalid, unenforceable or void shall, if possible, be deemed amended or reduced in scope, or otherwise be stricken from this Agreement to the extent required for the purposes of validity and enforcement thereof. (f) Survival of the Executive's Obligations. The Executive's obligations under this Agreement shall survive regardless of whether the Executive's employment by the Company is terminated, voluntarily or involuntarily, by the Company or the Executive, with or without Cause. (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (h) Governing Law. This Agreement shall be governed by and construed under the laws of the State of Texas. (i) Captions and Gender. The use of captions and Section headings herein is for purposes of convenience only and shall not affect the interpretation or substance of any provisions contained herein. Similarly, the use of the masculine gender with respect to 17 pronouns in this Agreement is for purposes of convenience and includes either sex who may be a signatory. IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the 22nd day of November, 1999. CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK By: /s/ Carl B. Webb -------------------------------------------- Name: Carl B. Webb Title: President and Chief Operating Officer GERALD J. FORD /s/ Gerald J. Ford ----------------------------------------------- 18 EX-10.13 3 EMPLOYMENT AGREEMENT - CARL B. WEBB, II EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is made and entered into by and between CALIFORNIA FEDERAL BANK, a Federal Savings Bank (the "Company"), having a business address at 135 Main Street, San Francisco, California, 94105, and CARL B. WEBB, II (the "Executive"), having a mailing address at 135 Main Street, 20th Floor, San Francisco, California 94105. R E C I T A L S --------------- The Board of Directors of the Company has determined that it is in the best interests of the Company to retain the Executive's services and to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Executive, to their assigned duties without distraction in potentially disturbing circumstances arising from the possibility of a change of control of the Company. The Company wishes to assure itself of the services of the Executive for the period provided in this Agreement and the Executive wishes to serve in the employ of the Company on the terms and conditions hereinafter provided. This Agreement supersedes and replaces the employment agreement by and between the Executive and the Company dated as of January 1, 1998; such agreement shall be terminated upon the later of the effective date of this Agreement or execution of this Agreement. A G R E E M E N T ----------------- NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows: 1. Employment. Upon the terms and subject to the conditions contained in this Agreement, the Executive agrees to provide full-time services for the Company during the term of this Agreement. The Executive agrees to devote his best efforts to the business of the Company, and shall perform his duties in a diligent, trustworthy, and business-like manner, all for the purpose of advancing the business of the Company. However, the Executive may act as an executor, a trustee, and/or director of entities with whom the Executive has had a continuing relationship (including Liberte' Investors) so long as such activities do not interfere in any material way with the Executive's duties hereunder. 2. Duties; Location. The duties of the Executive shall be those duties which can reasonably be expected to be performed by a person with the title of President and Chief Operating Officer of a bank. The Executive shall report directly to the Chief Executive Officer of the Company. The Executive's duties may, from time to time, be changed or modified at the discretion of the Board of Directors or the Chief Executive Officer of the Company. The duties to be performed under this Agreement shall be performed primarily at the office of the Company in San Francisco, California, subject to reasonable travel requirements on behalf of the Company. 1 3. Employment Term. Subject to the terms and conditions hereof, the Company agrees to employ the Executive for a term commencing as of January 1, 2000 (the "Effective Date") and continuing through December 31, 2002, unless renewed under this Section 3. Beginning with January 1, 2002, this Agreement shall be automatically renewed each January 1 for one-year terms, unless either the Company or the Executive provides written notice of election not to renew, at least 45 days before the applicable January 1. 4. Salary and Benefits. (a) Base Salary. The Company shall, during the term of this Agreement, pay the Executive an annual base salary of $1,000,000 beginning on the Effective Date, pro rated for periods of fewer than 12 months. Such salary shall be paid in semi-monthly installments less applicable withholding and salary deductions. Base salary shall be reviewed at least annually and may be increased by the Company. The Company may not, however, reduce the Executive's base salary at any time during the term of this Agreement. (b) Executive Compensation Plans. The Executive shall be eligible to participate in any executive compensation plan in which any other senior executive of the Company participates; such executive compensation plans shall include (without limitation) the following types of compensation, incentives, and benefits: stock options, restricted stock, annual bonuses, long term incentive compensation, and stock purchase. (c) Non-Qualified Retirement Plans. The Executive shall be entitled to participate in any non-qualified retirement plan that is generally provided to senior executive officers of the Company. (d) Fringe Benefits. The Executive shall be entitled to all benefits for which the Executive is eligible under any qualified retirement plan, group insurance, other welfare benefits, and all "fringe" benefits which the Company provides to its employees generally or to senior executives of the Company (including executive medical benefits for the Executive, his spouse, and his dependents). (e) Medical Examination. The Executive shall be reimbursed by the Company for the reasonable cost of one annual medical examination upon presentation of an expense statement. (f) Paid Time Off. The Executive shall be entitled to paid time off ("PTO") during each full year of his employment hereunder in accordance with the applicable policies adopted by the Company. In no event shall Executive be entitled to fewer than five weeks PTO during any calendar year. Such PTO shall be taken at such times as are consistent with the reasonable business needs of the Company. (g) Automobile. The Company will provide the Executive with an automobile (the "Automobile") for use by the Executive in connection with the performance of his duties 2 under this Agreement and the Company shall provide garaging near the Executive's office. The Automobile shall be a late model top-of-the-line luxury automobile to be reasonable selected by the Executive. The Executive may also use the Automobile for reasonable personal use. The Executive agrees to pay all operating costs of the Automobile and the Company agrees to reimburse to the Executive to cover operating costs of the Automobile (including insurance, maintenance, toll charges, and rental of garage space), upon the submission by the Executive to the Company of receipts evidencing such operating costs. Except as otherwise provided in Section 5 below, the Executive agrees to return the Automobile to the Company at the termination of this Agreement or the Executive may purchase the Automobile from the Company as its then wholesale value. The Company shall also provide Executive with comparable automobiles in Dallas and southern California on the same terms. (h) Clubs. The Company will reimburse the Executive, upon presentation of proper expense statements, for all reasonable initiation fees and periodic dues for memberships in golf, country, or social clubs of the Executive's choice. (i) Life Insurance. The Company shall purchase a split dollar whole life insurance policy on the life of the Executive with an initial face amount of $2,400,000 (the "Policy"). The Policy shall be adjusted every two years on January 1 (with the first adjustment on January 1, 2001) based upon increases in the Executive"s base salary, and such adjusted face amount shall be equal to (i) the Executive's base salary, multiplied by (ii) 2.4. The Policy shall be owned by a trust for the benefit of the heirs of the Executive (the "Trust"). The trustee of the Trust shall have the right to designate one or more beneficiaries, and to change such designation at any time and from time to time, in accordance with the terms of the Trust and the Policy. The Company shall pay all premiums on the Policy. The Trust and the Company shall have the rights and obligations set forth in the separate split dollar life insurance agreement previously executed with respect to the Policy, as the same may be amended from time to time. Such insurance coverage shall be in addition to, and not in lieu of, any other insurance normally provided by the Company to officers of the Company. In the event the Executive's employment shall terminate (A) at any time during the term of this Agreement for any reason other than (i) death, (ii) termination for Cause, or (iii) voluntary termination by the Executive without Good Reason, or (B) at the end of the term of this Agreement, the split dollar life insurance agreement referred to herein shall terminate and the Company shall release all of its rights with respect to the Policy, including its right to be repaid any amount, its rights to any accumulated cash surrender value in the Policy, and its collateral assignment of the Policy, and the Trust shall own the Policy and the Company shall have no further interest or rights in the Policy. (j) Reimbursement of Expenses. The Company shall reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in the course of his duties, in accordance with normal policies. The Company acknowledges that the Executive shall be permitted to travel first class when traveling on behalf of the Company. 3 (k) Employee Benefits. The Executive shall be entitled to participate in the employee benefit programs generally available to employees of the Company, and to all normal perquisites provided to senior executive officers of the Company. Upon termination of this Agreement by normal expiration of its term as specified in Section 3 hereof, medical and dental benefits provided to the Executive prior to termination shall continue to be provided to the Executive and his spouse for a period of three (3) years. (l) Use of Corporate Aircraft. The Company shall provide the Executive with the use of a private corporate aircraft for his use. (m) Benefits Not in Lieu of Compensation. No benefit or perquisite provided to the Executive shall be deemed to be in lieu of base salary, bonus, or other compensation. 5. Termination of Employment. The Board of Directors of the Company may terminate the employment of the Executive at any time as it deems appropriate. Except as may otherwise be provided in Section 6 below, the following provisions shall apply with respect to the termination of the Executive's employment. (a) Disability. The Company may terminate the Executive's employment for Disability if the Executive is incapacitated and absent from his duties hereunder on a full-time basis for six consecutive months or for at least 180 days during any 12 month period. If, during the term of this Agreement, the Executive's employment terminates due to Disability, the Executive shall be entitled to (i) receive continued payments in an amount equal to 60% of the Executive's base salary at the time of such termination, in accordance with Section 4(a) above during the remaining term of this Agreement (as provided in Section 3 above) but for not less than two years, and (ii) continuation of group life insurance benefits and continuation of benefits under Section 4(i). In addition, so long as such benefits continue to be provided to the Company's employees, the Executive shall be entitled to continuation of benefits under the group medical plan(s) in which the Executive is participating at the time of such termination (including executive medical benefits) for the Executive, his spouse, and his dependents; such medical benefits shall terminate no later than (x) the date on which the Executive ceases to be Disabled, or (y) the date on which the Executive attains age 70. (b) Voluntary Resignation or Termination for Cause. If the Executive shall voluntarily terminate his employment for other than Good Reason or if the Company shall discharge the Executive for Cause, this Agreement shall terminate immediately and the Company shall have no further obligation to make any payment under this Agreement which has not already become payable, but has not yet been paid. Provided, however, that with respect to any stock options, restricted stock, incentive plans, deferred compensation arrangements, or other plans or programs in which the Executive is participating at the time of termination of his employment, the Executive's rights and benefits under each such plan shall be determined in accordance with the terms, conditions, and limitations of the plan and any separate agreement executed by the Executive which may then be in effect. 4 For the purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to perform his duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that he has not substantially performed his duties, or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Company, or (C) occurrence of any event which would provide a basis of termination for cause under 12 C.F.R. Section 563.39(b)(1) or any successor regulation defining termination for cause in employment agreements for employees of a savings association. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was not in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire authorized membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice and an opportunity for the Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board he was guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this paragraph and specifying the particulars thereof in detail. For purposes of this Agreement, "Good Reason" shall mean: (i) Without his express written consent, the assignment to the Executive of any duties inconsistent with his positions, duties, responsibilities and status with the Company, or a change in his reporting responsibilities, titles or offices, or any removal of the Executive from or any failure to re-elect the Executive to any of such positions, except in connection with the termination of his employment by the Company for Cause or as a result of the Executive's Disability, or as a result of his death, or by the Executive other than for Good Reason; (ii) A reduction by the Company in the Executive's base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) The Company's requiring the Executive to be based anywhere other than San Francisco, California, or, in the event the Executive consents to any relocation, the failure by the Company to pay (or reimburse the Executive) for all reasonable moving expenses incurred by him relating to a change of his principal residence in connection with such relocation and to indemnify the Executive against any loss (defined as the difference between the actual sale price of such residence and the higher of (a) his aggregate investment in such residence of (b) the fair market value of such residence as determined by a real estate appraiser designated by the Executive and reasonably satisfactory to the Company) realized on the sale of the Executive's principal residence in connection with any such change of residence; 5 (iv) The failure by the Company to continue in effect any benefit or compensation plan (including but not limited to any stock option plan, pension plan, life insurance plan, health and accident plan or disability plan) in which the Executive is participating (or plans providing substantially similar benefits), the taking of any action by the Company which would adversely affect the Executive's participation in or materially reduce his benefits under any of such plans or deprive him of any material fringe benefit enjoyed by him, or the failure by the Company to provide the Executive with the number of PTO days to which he is then entitled on the basis of years of service with the Company in accordance with the Company's normal PTO policy in effect on the date hereof; (v) Any failure of the Company to obtain the assumption of, or the agreement to perform, this Agreement by any successor as contemplated in Section 17(a) hereof; or (vi) Any purported termination of the Executive's employment which is not effected pursuant to a notice of termination satisfying the requirements of Section 5(b) above (and, if applicable, Section 3 above); and for purposes of this Agreement, no such purported termination shall be effective. (c) Termination Without Cause; Resignation for Good Reason. The Company shall pay the Executive and provide to the Executive (and his dependents, where applicable), the amounts and benefits set forth in this Section 5(c) if, during the term of this Agreement, either (x) prior to a Change of Control, the Executive's employment is terminated by the Company without Cause or the Executive voluntarily terminates his employment for Good Reason, or (y) within 24 months after a Change of Control, the Executive's employment is terminated by the Company without Cause or the Executive voluntarily terminates his employment for any reason: (i) The Company shall pay the Executive in one lump sum within ten business days after termination of his employment an amount equal to (i) the sum of his base salary as provided in Section 4(a) plus the Executive's Bonus Amount (as defined below), multiplied by (ii) three (3). The Executive's "Bonus Amount" shall be equal to the greater of (x) the Executive's average annual incentive bonus earned during the performance period representing the three calendar years immediately preceding the year in which he terminates employment, or (y) the Executive's target annual incentive bonus for the year in which he terminates employment. (ii) The Company shall maintain in full force and effect for the continued benefit of the Executive, for a three-year period after the date of his termination of employment ("Date of Termination"), all employee benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that his continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company 6 shall arrange to provide the Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs. At the end of the period of coverage, the Executive shall have the option to have assigned to him at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Company and relating specifically to him. (iii) The Executive shall be entitled to the use of the Automobile until the earliest to occur of (x) the date the Executive is employed elsewhere, or (y) three years from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to such termination. (iv) All outstanding but unvested stock options, restricted stock, SARs, deferred compensation, and SERP payments shall, upon the Date of Termination, be accelerated, fully vested, and exercisable for three years after the Date of Termination; provided, however, that the foregoing shall not be construed to cause an "Incentive Stock Option" to fail to meet the statutory requirements of Section 422 of the Internal Revenue Code of 1986, as amended. If any option, restricted stock, SAR, or other benefit is governed by a plan which limits the acceleration of vesting or extension of exercises rights, the Company shall take all reasonable action to comply with this subsection (iv), and, with respect to any such benefit the Company is unable to provide in accordance with this subsection, the Company shall pay to the Executive within thirty (30) days after the Date of Termination a lump sum amount equal to the value of such benefits as determined by a third party appraiser acceptable to the Executive. (v) Purchase of Residence. If the Executive is unable to sell his residence in the San Francisco, California metropolitan area within ninety (90) days after the Date of Termination at a sales price which provides the Executive with net proceeds (before repayment of any mortgage) at least equal to his aggregate investment in such residence, the Company shall, at the Executive's election, either (A) purchase such residence from the Executive at a price equal to the Executive's aggregate investment in such residence, or (B) indemnify the Executive against any loss (defined as the difference between the actual net sale price of such residence and the higher of (X) his aggregate investment in such residence of (Y) the fair market value of such residence as determined by a real estate appraiser designated by the Executive and reasonably satisfactory to the Company) realized on the sale of such residence. (vi) The Company shall also pay all relocation and indemnity payments as set forth in this Agreement, and all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if 7 any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). (vii) The Company shall provide outplacement services to the Executive, the scope and duration of which shall be at the discretion of the Executive. "Change of Control" 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 GSB Common Stock") of GSB or (2) the combined voting power of the then-outstanding voting securities of GSB entitled to vote generally in the election of directors (the "Outstanding GSB 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 GSB or any acquisition of shares by GSB, 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 GSB Common Stock or Outstanding GSB 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 GSB or any corporation controlled by GSB; (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 GSB (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of GSB; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by GSB"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 GSB; or (C) Consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of GSB (a "Business Combination"), in each case, unless, following such Business Combination, (1) all 8 or substantially all of the individuals and entities who were the beneficial owners, respectively, of the then Outstanding GSB Common Stock and Outstanding GSB Voting Securities, immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-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 GSB or all or substantially all of GSB'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 GSB Common Stock and Outstanding GSB 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 GSB 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 GSB'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 GSB; 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) Death. If the Executive shall die before termination of his employment hereunder, the Executive's estate shall be entitled to receive continued payments in an amount equal to 60% of the Executive's base salary at the time of his death in accordance with Section 4(a) above during the remaining term of this Agreement (as provided in Section 3 above). 9 (e) No Mitigation of Amounts Payable Hereunder. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise. (f) Limitations on Payments. (i) Anything in this Section 5 to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided, by the Company to or for the benefit of the Executive (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 lump sum severance payment payable pursuant to Section 5(c)(i) shall be reduced so hat the aggregate present value of all payments in the nature of compensation to (or for the benefit of) the Executive 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 the Executive 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 5(f)(i) shall be made by an independent accounting firm (other than the Company's independent accounting firm) selected by the Company and acceptable to the Executive, and such determination shall be conclusive and binding on the parties hereto. (ii) Notwithstanding the provisions of Section 5(f)(i), 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 by the Executive from the Company, then such Excess Amount shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Amount and the Executive shall repay the Excess Amount to the Company on demand (but no less than ten (10) days after written demand is received by the Executive) 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 Executive's receipt of such Excess Amount until the date of such repayment. 6. Termination Under Banking Laws. (a) If the Executive is suspended or temporarily prohibited from participating in the conduct of the Company's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (the "FDIA") (12 U.S.C. '1818 (e)(3) and (g)(1)), the Company's obligations under this Agreement shall be suspended as of the date of service of such notice unless stayed by appropriate proceedings. If the charges in the notice are 10 dismissed, the Company may in its discretion (1) pay the Executive all or part of the compensation withheld while its obligations hereunder were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (b) If the Executive is removed or permanently prohibited from participating in the conduct of the Company's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA (12 U.S.C. '1818(e)(4) or (g)(1)), all obligations of the Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (c) If the Company is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but this Section 6(c) shall not affect any vested rights of the Company or of the Executive. (d) All obligations of the Company under this Agreement may be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Company (i) by the Director of the Office of Thrift Supervision (the "Director") or his or her designee, at the time Federal Deposit Insurance Corporation or Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA; or (ii) by the Director or his or her designee, at the time the Director or his or her designee approves a supervisory merger to resolve problems related to operations of the Company or when the Company is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. 7. Confidential Information. The Executive recognizes and acknowledges that he will have access to certain information of members of the Company Group (as defined below) and that such information is confidential and constitutes valuable, special and unique property of such members of the Company Group. The Executive shall not at any time, either during or subsequent to the term of this Agreement, disclose to others, use, copy or permit to be copied, except in pursuance of his duties for and on behalf of the Company, it successors, assigns or nominees, any Confidential Information of any member of the Company Group (regardless of whether developed by the Executive) without the prior written consent of the Company. As used herein, "Company Group" means the Company, and any entity that directly or indirectly controls, is controlled by, or is under common control with, the Company, and for purposes of this definition "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. The term "Confidential Information" with respect to any person means any secret or confidential information or know-how and shall include, but shall not be limited to, the plans, customers, costs, prices, uses, and applications of products and services, results of investigations, studies or experiments owned or used by such person, and all apparatus, products, processes, compositions, samples, formulas, computer programs, computer hardware designs, computer 11 firmware designs, and servicing, marketing or manufacturing methods and techniques at any time used, developed, investigated, made or sold by such person, before or during the term of this Agreement, that are not readily available to the public or that are maintained as confidential by such person. The Executive shall maintain in confidence any Confidential Information of third parties received as a result of his employment with the Company in accordance with the Company's obligations to such third parties and the policies established by the Company. 8. Delivery of Documents upon Termination. The Executive shall deliver to the Company or its designee at the termination of his employment all correspondence, memoranda, notes, records, drawings, sketches, plans, customer lists, product compositions, and other documents and all copies thereof, made, composed or received by the Executive, solely or jointly with others, that are in the Executive's possession, custody, or control at termination and that are related in any manner to the past, present, or anticipated business or any member of the Company Group. In this regard, the Executive hereby grants and conveys to the Company all right, title and interest in and to, including without limitation, the right to possess, print, copy, and sell or otherwise dispose of, any reports, records, papers, summaries, photographs, drawings or other documents, and writings, and copies, abstracts or summaries thereof, that may be prepared by the Executive or under his direction or that may come into his possession in any way during the term of his employment with the Company that relate in any manner to the past, present or anticipated business of any member of the Company Group. 9. Disclosure and Receipt of Confidential Information. The Executive shall not, at any time during his employment, receive from persons not employed by the Company, any Confidential Information, as described above, not belonging to the Company, unless a valid agreement is authorized by the Company and is signed by both the Company and by the disclosing party. The Executive shall not use or disclose to other employees of the Company, during his employment with the Company, Confidential Information belonging to his former employers, former business associates, or any other third parties unless written permission has been given by such third parties to the Company and accepted by the Company to allow the Company to use and/or disclose such information. The Executive shall defend and indemnify the Company Group for any breach of the covenant contained in the preceding sentence. 10. Intellectual Property. The Executive shall hold in trust for the benefit of the Company, and shall disclose promptly and fully to the Company in writing, and hereby assigns, and binds his heirs, executors, and administrators to assign, to the Company any and all inventions, discoveries, ideas, concepts, improvements, copyrightable works, and other developments (the "Developments") conceived, made, discovered or developed by him, solely or jointly with others, during the term of his employment by the Company, whether during or outside of usual working hours and whether on the Company's premises or not, that relate in any manner to the past, present or anticipated business of any member of the Company Group. All works of authorship created by the Executive, solely or jointly with others, shall be considered works made for hire under the Copyright Act of 1976, as amended, and shall be owned entirely by the Company. Any and all such Developments shall be the sole and exclusive property of the Company, whether patentable, copyrightable, or neither, and the Executive shall assist and fully cooperate in every way, at the Company's expense, in securing, maintaining, and enforcing, for the benefit of the Company or its 12 designee, patents, copyrights or other types of proprietary or intellectual property protection for such Developments in any and all countries. Within one year following the end of the term of this Agreement and without limiting the generality of the foregoing, any Development of the Executive relating to any subject matter on which the Executive worked or was informed during his employment by the Company shall be conclusively presumed to have been conceived and made prior to the termination of his employment (unless the Executive clearly proves that such Development was conceived and made following the termination of his employment), and shall accordingly belong and be assigned to the Company and shall be subject to this Agreement. 11. Further Acts. At the request of the Company (but without additional compensation from the Company during his employment by the Company) the Executive shall execute any and all papers and perform all lawful acts that the Company may deem necessary or appropriate to further evidence or carry out the transactions contemplated in this Agreement including, without limitation, such acts as may be necessary for the preparation, filing, prosecution, and maintenance of applications for United States letters patent and foreign letters patent, or for United States and foreign copyright, on the Developments. 12. No Competition. Throughout the term of this Agreement, the Executive shall not directly or indirectly engage in the business of banking, or any other business in which the Company directly or indirectly engages during the term of this Agreement; provided, however, that the restriction in this Section 12 shall apply only to the reasonable and limited geographic area consisting of any state in which the Company directly or indirectly has offices, operations, or customers, or otherwise conducts business. For purposes of this Section 12, the Executive shall be deemed to engage in a business if he directly or indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any business engaged in banking; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this Section 12 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section 12 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this Section 12 is invalid or against public policy, the remaining provisions of this Section 12 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the business of the Company is national in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's investment in its businesses and the goodwill thereof. The Executive acknowledges that 13 the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company, the Executive's reputation in the markets for the Company's businesses and the Executive's relationship with the suppliers, customers and clients of the Company. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihood. 13. No Tampering. Throughout the term of this Agreement and through the second anniversary of the expiration thereof, the Executive shall not (a) request, induce or attempt to influence any distributor or supplier of goods or services to any member of the Company Group to curtail or cancel any business they may transact with any member of the Company Group; (b) request, induce or attempt to influence any customers of any member of the Company Group that have done business with or potential customers which have been in contact with any member of the Company Group to curtail or cancel any business they may transact with any member of the Company Group; or (c) request, induce or attempt to influence any employee of any member of the Company Group to terminate his or her employment with such member of the Company Group. 14. Publicity and Advertising. The Executive agrees that the Company may use his name, picture, or likeness for any advertising, publicity, or other business purpose at any time, during the term of this Agreement by the Company and may continue to use materials generated during the term of this Agreement for a period of six months thereafter. Such use of the Executive's name, picture, or likeness shall not be deemed to result in any invasion of the Executive's privacy or in a violation of any property right the Executive may have; and the Executive shall receive no additional consideration if his name, picture or likeness is so used. The Executive further agrees that any negatives, prints or other material for printing or reproduction purposes prepared in connection with the use of his name, picture or likeness by the Company shall be and are the sole property of the Company. 15. Remedies. The Executive acknowledges that a remedy at law for any breach or attempted breach of the Executive's obligations under Sections 7 through 14 may be inadequate, agrees that the Company may be entitled to specific performance and injunctive and other equitable remedies in case of any such breach or attempted breach, and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. The Company shall have the right to offset against amounts to be paid to the Executive pursuant to the terms hereof any amounts from time to time owing by the Executive to the Company. The termination of this Agreement pursuant to Section 3, 5(a) or 5(b) shall not be deemed to be a waiver by the Company of any breach by the Executive of this Agreement or any other obligation owed the Company, and notwithstanding such a termination the Executive shall be liable for all damages attributable to such a breach. 16. Dispute Resolution. Subject to the Company's right to seek injunctive relief in court as provided in Section 15 of this Agreement, any dispute, controversy or claim arising out of or in relation to or in connection with this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability or breach of this Agreement, shall be exclusively 14 and finally settled by arbitration, and any party may submit such dispute, controversy or claim, including a claim for indemnification under this Section 16, to arbitration. (a) Arbitrators. The arbitration shall be heard and determined by one arbitrator, who shall be impartial and who shall be selected by mutual agreement of the parties; provided, however, that if the dispute involves more than $2,000,000, then the arbitration shall be heard and determined by three (3) arbitrators. If three (3) arbitrators are necessary as provided above, then (i) each side shall appoint an arbitrator of its choice within thirty (30) days of the submission of a notice of arbitration and (ii) the party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within thirty (30) days following the appointment of the last party-appointed arbitrator. If (x) the parties cannot agree on the sole arbitrator, (y) one party refuses to appoint its party-appointed arbitrator within said thirty (30) day period or (z) the party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal, then the appointing authority for the implementation of such procedure shall be the Senior United States District Judge for the Northern District of Texas, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. If the Senior United States District Judge for the Northern District of Texas refuses or fails to act as the appointing authority within ninety (90) days after being requested to do so, then the appointing authority shall be the Chief Executive Officer of the American Arbitration Association, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. All decisions and awards by the arbitration tribunal shall be made by majority vote. (b) Proceedings. Unless otherwise expressly agreed in writing by the parties to the arbitration proceedings: (i) The arbitration proceedings shall be held in Dallas, Texas, at a site chosen by mutual agreement of the parties, or if the parties cannot reach agreement on a location within thirty (30) days of the appointment of the last arbitrator, then at a site chosen by the arbitrator(s); (ii) The arbitrator(s) shall be and remain at all times wholly independent and impartial; (iii) The arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as amended from time to time; (iv) Any procedural issues not determined under the arbitral rules selected pursuant to item (iii) above shall be determined by the law of the place of arbitration, other than those laws which would refer the matter to another jurisdiction; (v) The costs of the arbitration proceedings (including attorneys' fees and costs) shall be borne in the manner determined by the arbitrator(s); 15 (vi) The decision of the arbitrator(s) shall be reduced to writing; final and binding without the right of appeal; the sole and exclusive remedy regarding any claims, counterclaims, issues or accounting presented to the arbitrator(s); made and promptly paid in United States dollars free of any deduction or offset; and any costs or fees incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement; (vii) The award shall include interest from the date of any breach or violation of this Agreement, as determined by the arbitral award, and from the date of the award until paid in full, at 6% per annum; and (viii) Judgment upon the award may be entered in any court having jurisdiction over the person or the assets of the party owing the judgment or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. (c) Acknowledgment Of Parties. Each party acknowledges that he or she or it has voluntarily and knowingly entered into an agreement to arbitration under this Section by executing this Agreement. 17. Miscellaneous Provisions. (a) Successors of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 17 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) Executive's Heirs, etc. The Executive may not assign his rights or delegate his duties or obligations hereunder without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder as if he had continued to live, all such amounts, unless other provided herein, shall 16 be paid in accordance with the terms of this Agreement to his designee or, if there be no such designee, to his estate. (c) Notice. For the purposes of this Agreement, notices and all other communications provide for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chief Executive Officer of the Company with a copy to the Secretary of the Company, or to such other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. (d) Amendment; Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board of Directors of the Company (which shall in any event include the Company's Chief Executive Officer). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. (e) Invalid Provisions. Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall not have the effect of invalidating or voiding the remainder of this Agreement and the parties hereby agree that the portion so held invalid, unenforceable or void shall, if possible, be deemed amended or reduced in scope, or otherwise be stricken from this Agreement to the extent required for the purposes of validity and enforcement thereof. (f) Survival of the Executive's Obligations. The Executive's obligations under this Agreement shall survive regardless of whether the Executive's employment by the Company is terminated, voluntarily or involuntarily, by the Company or the Executive, with or without Cause. (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (h) Governing Law. This Agreement shall be governed by and construed under the laws of the State of Texas. (i) Captions and Gender. The use of captions and Section headings herein is for purposes of convenience only and shall not affect the interpretation or substance of any provisions contained herein. Similarly, the use of the masculine gender with respect to 17 pronouns in this Agreement is for purposes of convenience and includes either sex who may be a signatory. IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the 17th day of December, 1999. CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK By: /s/ Gerald J. Ford -------------------------------------------- Name: Gerald J. Ford Title: Chairman and Chief Executive Officer CARL B. WEBB, II /s/ Carl B. Webb, II ----------------------------------------------- 18 EX-10.18 4 EMPLOYMENT AGREEMENT - JAMES R. STAFF EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into by and between CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK (the "Company"), having a business address at 135 Main Street, San Francisco, California, 94105, and JAMES R. STAFF (the "Executive"), having a mailing address at 6964 Tokalon, Dallas, Texas 75214. R E C I T A L S The Board of Directors of the Company has determined that it is in the best interests of the Company to retain the Executive's services and to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Executive, to their assigned duties without distraction in potentially disturbing circumstances arising from the possibility of a change of control of the Company. The Company wishes to assure itself of the services of the Executive for the period provided in this Agreement and the Executive wishes to serve in the employ of the Company on the terms and conditions hereinafter provided. This Agreement supersedes and replaces the employment agreement by and between the Executive and the Company dated January 1, 1998; such agreement shall be terminated upon the later of the effective date of this Agreement or execution of this Agreement. A G R E E M E N T NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows: 1. Employment. Upon the terms and subject to the conditions contained in this Agreement, the Executive agrees to provide full-time services for the Company during the term of this Agreement. The Executive agrees to devote his best efforts to the business of the Company, and shall perform his duties in a diligent, trustworthy, and business-like manner, all for the purpose of advancing the business of the Company. However, the Executive may act as an executor, a trustee, and/or director of entities with whom the Executive has had a continuing relationship (including Liberte Investors) so long as such activities do not interfere in any material way with the Executive's duties hereunder. Notwithstanding the foregoing and other provisions of this Agreement, the Company acknowledges that the Executive has ownership interests in and serves as an officer and/or director of Ganado Bancshares, Inc., and American Bank, N.A., and is a director of Citizens State Bank, Johnson County, Texas. The Executive shall be permitted to maintain such ownership interests and positions so long as they do not interfere in any material way with the Executive's duties hereunder. The Executive hereby represents and warrants that he is not subject to any other agreement, including without limitation, any agreement not to compete or confidentiality agreement, which would be violated by the Executive's performance of services hereunder. -1- 2. Duties; Location. The duties of the Executive shall be those duties which can reasonably be expected to be performed by a person with the title of Executive Vice President of a bank. The Executive shall report directly to the Chief Executive Officer. The Executive's duties may, from time to time, be changed or modified at the discretion of the Board of Directors or the Chief Executive Officer of the Company. The duties to be performed under this Agreement shall be performed primarily at the office of the Company in Dallas, Texas, subject to reasonable travel requirements on behalf of the Company. 3. Employment Term. Subject to the terms and conditions hereof, the Company agrees to employ the Executive for a term commencing as of January 1, 2000 (the "Effective Term") and continuing through December 31, 2002, unless renewed under this Section 3. Beginning with January 1, 2002, this Agreement shall be automatically renewed each January 1 for one-year terms, unless either the Company or the Executive provides written notice of election not to renew, at least 45 days before the applicable January 1. 4. Salary and Benefits. (a) Base Salary. The Company shall, during the term of this Agreement, pay the Executive an annual base salary of $700,000 beginning on the Effective Date, pro rated for periods of fewer than 12 months. Such salary shall be paid in semi-monthly installments less applicable withholding and salary deductions. Base salary shall be reviewed at least annually and may be increased by the Company. The Company may not, however, reduce the Executive's base salary at any time during the term of this Agreement. (b) Executive Compensation Plans. The Executive shall be eligible to participate in any executive compensation plan in which any other senior executive of the Company participates; such executive compensation plans shall include (without limitation) the following types of compensation, incentives, and benefits: stock options, restricted stock, annual bonuses, long term incentive compensation, and stock purchase. (c) Non-qualified Retirement Plans. The Executive shall be entitled to participate in any non-qualified retirement plan that is generally provided to senior executive officers of the Company. (d) Fringe Benefits. The Executive shall be entitled to all benefits for which the Executive is eligible under any qualified retirement plan, group insurance, other welfare benefits, and all "fringe" benefits which the Company provides to its employees generally or to senior executives of the Company (including executive medical benefits for the Executive, his spouse, and his dependents). -2- (e) Medical Examination. The Executive shall be reimbursed by the Company for the reasonable cost of one annual medical examination upon presentation of an expense statement. (f) Paid Time Off. The Executive shall be entitled to paid time off ("PTO") during each full year of his employment hereunder in accordance with the applicable policies adopted by the Company. In no event shall Executive be entitled to fewer than five weeks PTO during any calendar year. Such PTO shall be taken at such times as are consistent with the reasonable business needs of the Company. (g) Automobile. The Company will provide the Executive with an automobile (the "Automobile") for use by the Executive in connection with the performance of his duties under this Agreement and the Company shall provide garaging near the Executive's office. The Automobile shall be a late model top-of-the-line luxury automobile to be reasonable selected by the Executive. The Executive may also use the Automobile for reasonable personal use. The Executive agrees to pay all operating costs of the Automobile and the Company agrees to reimburse to the Executive to cover operating costs of the Automobile (including insurance, maintenance, toll charges, and rental of garage space), upon the submission by the Executive to the Company of receipts evidencing such operating costs. Except as otherwise provided in Section 5 below, the Executive agrees to return the Automobile to the Company at the termination of this Agreement or the Executive may purchase the Automobile from the Company as its then wholesale value. (h) Clubs. The Company will reimburse the Executive, upon presentation of proper expense statements, for all reasonable initiation fees and periodic dues for a membership in one golf club, country club, or social club of the Executive's choice. (i) Life Insurance. The Company shall purchase a split dollar whole life insurance policy on the life of the Executive with an initial face amount of $1,400,000 (the "Policy"). The Policy shall be adjusted every two years on January 1 (with the first adjustment on January 1, 2001) based upon increases in the Executive's base salary, and such adjusted face amount shall be equal to (i) the Executive's base salary, multiplied by (ii) two. The Policy shall be owned by a trust for the benefit of the heirs of the Executive (the "Trust"). The trustee of the Trust shall have the right to designate one or more beneficiaries, and to change such designation at any time and from time to time, in accordance with the terms of the Trust and the Policy. The Company shall pay all premiums on the Policy. The Trust and the Company shall have the rights and obligations set forth in the separate split dollar life insurance agreement previously executed with respect to the Policy, as the same may be amended from time to time. Such insurance coverage shall be in addition to, and not in lieu of, any other insurance normally provided by the Company to officers of the Company. In the event the Executive's employment shall terminate (A) at any time during the term of this Agreement for any reason other than (i) death, (ii) termination for Cause, or (iii) voluntary termination by the Executive without Good Reason, or (B) at the end of the -3- term of this Agreement, the split dollar life insurance agreement referred to herein shall terminate and the Company shall release all of its rights with respect to the Policy, including its right to be repaid any amount, its rights to any accumulated cash surrender value in the Policy, and its collateral assignment of the Policy, and the Trust shall own the Policy and the Company shall have no further interest or rights in the Policy. (j) Reimbursement of Expenses. The Company shall reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in the course of his duties, in accordance with normal policies. The Company acknowledges that the Executive shall be permitted to travel first class when traveling on behalf of the Company. (k) Employee Benefits. The Executive shall be entitled to participate in the employee benefit programs generally available to employees of the Company, and to all normal perquisites provided to senior executive officers of the Company. Upon termination of this Agreement by normal expiration of its term as specified in Section 3 hereof, medical and dental benefits provided to the Executive prior to termination shall continue to be provided to the Executive and his spouse for a period of three (3) years. (l) Benefits Not in Lieu of Compensation. No benefit or perquisite provided to the Executive shall be deemed to be in lieu of base salary, bonus, or other compensation. 5. Termination of Employment. The Board of Directors of the Company may terminate the employment of the Executive at any time as it deems appropriate. Except as may otherwise be provided in SECTION 6 below, the following provisions shall apply with respect to the termination of the Executive's employment. (a) Disability. The Company may terminate the Executive's employment for Disability if the Executive is incapacitated and absent from his duties hereunder on a full-time basis for six consecutive months or for at least 180 days during any 12 month period. If, during the term of this Agreement, the Executive's employment terminates due to Disability, the Executive shall be entitled to (i) receive continued payments in an amount equal to 60% of the Executive's base salary at the time of such termination, in accordance with Section 4(a) above during the remaining term of this Agreement (as provided in Section 3 above) but for not less than two years, and (ii) continuation of group life insurance benefits and continuation of benefits under Section 4(i). In addition, so long as such benefits continue to be provided to the Company's employees, the Executive shall be entitled to continuation of benefits under the group medical plan(s) in which the Executive is participating at the time of such termination (including executive medical benefits) for the Executive, his spouse, and his dependents; such medical benefits shall terminate no later than (x) the date on which the Executive ceases to be Disabled, or (y) the date on which the Executive attains age 70. (b) Voluntary Resignation or Termination for Cause. If the Executive shall voluntarily terminate his employment for other than Good Reason or if the Company shall -4- discharge the Executive for Cause, this Agreement shall terminate immediately and the Company shall have no further obligation to make any payment under this Agreement which has not already become payable, but has not yet been paid. Provided, however, that with respect to any stock options, restricted stock, incentive plans, deferred compensation arrangements, or other plans or programs in which the Executive is participating at the time of termination of his employment, the Executive's rights and benefits under each such plan shall be determined in accordance with the terms, conditions, and limitations of the plan and any separate agreement executed by the Executive which may then be in effect. For the purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to perform his duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that he has not substantially performed his duties, or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Company, or (C) occurrence of any event which would provide a basis of termination for cause under 12 C.F.R. Section 563.39(b)(1) or any successor regulation defining termination for cause in employment agreements for employees of a savings association. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was not in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire authorized membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice and an opportunity for the Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board he was guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this paragraph and specifying the particulars thereof in detail. For purposes of this Agreement, "Good Reason" shall mean: (i) Without his express written consent, the assignment to the Executive of any duties inconsistent with his positions, duties, responsibilities and status with the Company, or a change in his reporting responsibilities, titles or offices, or any removal of the Executive from or any failure to re-elect the Executive to any of such positions, except in connection with the termination of his employment by the Company for Cause or as a result of the Executive's Disability, or as a result of his death, or by the Executive other than for Good Reason; (ii) A reduction by the Company in the Executive's base salary as in effect on the date hereof or as the same may be increased from time to time; -5- (iii) The Company's requiring the Executive to be based anywhere other than Dallas, Texas, or, in the event the Executive consents to any relocation, the failure by the Company to pay (or reimburse the Executive) for all reasonable moving expenses incurred by him relating to a change of his principal residence in connection with such relocation and to indemnify the Executive against any loss (defined as the difference between the actual sale price of such residence and the higher of (a) his aggregate investment in such residence of (b) the fair market value of such residence as determined by a real estate appraiser designated by the Executive and reasonably satisfactory to the Company) realized on the sale of the Executive's principal residence in connection with any such change of residence; (iv) The failure by the Company to continue in effect any benefit or compensation plan (including but not limited to any stock option plan, pension plan, life insurance plan, health and accident plan or disability plan) in which the Executive is participating (or plans providing substantially similar benefits), the taking of any action by the Company which would adversely affect the Executive's participation in or materially reduce his benefits under any of such plans or deprive him of any material fringe benefit enjoyed by him, or the failure by the Company to provide the Executive with the number of PTO days to which he is then entitled on the basis of years of service with the Company in accordance with the Company's normal PTO policy in effect on the date hereof; (v) Any failure of the Company to obtain the assumption of, or the agreement to perform, this Agreement by any successor as contemplated in Section 17(a) hereof; or (vi) Any purported termination of the Executive's employment which is not effected pursuant to a notice of termination satisfying the requirements of Section 5(b) above (and, if applicable, Section 3 above); and for purposes of this Agreement, no such purported termination shall be effective. (c) Termination without cause; resignation for good reason. The Company shall pay the Executive and provide to the Executive (and his dependents, where applicable), the amounts and benefits set forth in this Section 5(c) if, during the term of this Agreement, either (x) prior to a Change of Control, the Executive's employment is terminated by the Company without Cause or the Executive voluntarily terminates his employment for Good Reason, or (y) within 24 months after a Change of Control, the Executive's employment is terminated by the Company without Cause or the Executive voluntarily terminates his employment for any reason: (i) The Company shall pay the Executive in one lump sum within ten business days after termination of his employment an amount equal to (i) the sum of his base salary as -6- provided in Section 4(a) plus the Executive's Bonus Amount (as defined below), multiplied by (ii) three (3). The Executive's "Bonus Amount" shall be equal to the greater of (x) the Executive's average annual incentive bonus earned during the performance period representing the three calendar years immediately preceding the year in which he terminates employment, or (y) the Executive's target annual incentive bonus for the year in which he terminates employment. (ii) The Company shall maintain in full force and effect for the continued benefit of the Executive, for a three-year period after the date of his termination of employment ("Date of Termination"), all employee benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that his continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs. At the end of the period of coverage, the Executive shall have the option to have assigned to him at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Company and relating specifically to him. (iii) The Executive shall be entitled to the use of the Automobile until the earliest to occur of (x) the date the Executive is employed elsewhere, or (y) three years from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to such termination. (iv) All outstanding but unvested stock options, restricted stock, SARs, deferred compensation, and SERP payments shall, upon the Date of Termination, be accelerated, fully vested, and exercisable for three years after the Date of Termination; Provided, However, that the foregoing shall not be construed to cause an "Incentive Stock Option" to fail to meet the statutory requirements of Section 422 of the Internal Revenue Code of 1986, as amended. If any option, restricted stock, SAR, or other benefit is governed by a plan which limits the acceleration of vesting or extension of exercises rights, the Company shall take all reasonable action to comply with this subsection (iv), and, with respect to any such benefit the Company is unable to provide in accordance with this subsection, the Company shall pay to the Executive within thirty (30) days after the Date of Termination a lump sum amount equal to the value of such benefits as determined by a third party appraiser acceptable to the Executive. (v) The Company shall also pay all relocation and indemnity payments as set forth in this Agreement, and all legal fees and expenses incurred by the -7- Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). (vi) The Company shall provide outplacement services to the Executive, the scope and duration of which shall be at the discretion of the Executive. "Change of Control" 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 GSB Common Stock") of GSB or (2) the combined voting power of the then-outstanding voting securities of GSB entitled to vote generally in the election of directors (the "Outstanding GSB 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 GSB or any acquisition of shares by GSB, 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 GSB Common Stock or Outstanding GSB 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 GSB or any corporation controlled by GSB; (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 GSB (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of GSB; Provided, However, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by GSB'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 GSB; or -8- (C) Consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of GSB (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 GSB Common Stock and Outstanding GSB Voting Securities, immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-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 GSB or all or substantially all of GSB'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 GSB Common Stock and Outstanding GSB 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 GSB 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 GSB'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 GSB; 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. -9- (d) Death. If the Executive shall die before termination of his employment hereunder, the Executive's estate shall be entitled to receive continued payments in an amount equal to 60% of the Executive's base salary at the time of his death in accordance with Section 4(a) above during the remaining term of this Agreement (as provided in Section 3 above). (e) No Mitigation of Amounts Payable Hereunder. The Executive shall not be required to mitigate the amount of any payment provided for in this SECTION 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise. (f) Limitation On Payments. (i) Anything in this Section 5 to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided, by the Company to or for the benefit of the Executive (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 lump sum severance payment payable pursuant to Section 5(c)(i) shall be reduced so that the aggregate present value of all payments in the nature of compensation to (or for the benefit of) the Executive 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 the Executive 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 5(f)(i) shall be made by an independent accounting firm (other than the Company's independent accounting firm) selected by the Company and acceptable to the Executive, and such determination shall be conclusive and binding on the parties hereto. (ii) Notwithstanding the provisions of Section 5(f)(i), 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 by the Executive from the Company, then such Excess Amount shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Amount and the Executive shall repay the Excess Amount to the Company on demand (but no less than ten (10) days after written demand is received by the Executive) 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 Executive's receipt of such Excess Amount until the date of such repayment. -10- 6. Termination Under Banking Laws. (a) If the Executive is suspended or temporarily prohibited from participating in the conduct of the Company's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (the "FDIA") (12 U.S.C. '1818 (e)(3) and (g)(1)), the Company's obligations under this Agreement shall be suspended as of the date of service of such notice unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may in its discretion (1) pay the Executive all or part of the compensation withheld while its obligations hereunder were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (b) If the Executive is removed or permanently prohibited from participating in the conduct of the Company's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA (12 U.S.C. '1818(e)(4) or (g)(1)), all obligations of the Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (c) If the Company is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but this SECTION 6(c) shall not affect any vested rights of the Company or of the Executive. (d) All obligations of the Company under this Agreement may be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Company (i) by the Director of the Office of Thrift Supervision (the "Director") or his or her designee, at the time Federal Deposit Insurance Corporation or Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA; or (ii) by the Director or his or her designee, at the time the Director or his or her designee approves a supervisory merger to resolve problems related to operations of the Company or when the Company is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. 7. Confidential Information. The Executive recognizes and acknowledges that he will have access to certain information of members of the Company Group (as defined below) and that such information is confidential and constitutes valuable, special and unique property of such members of the Company Group. The Executive shall not at any time, either during or subsequent to the term of this Agreement, disclose to others, use, copy or permit to be copied, except in pursuance of his duties for and on behalf of the Company, it successors, assigns or nominees, any Confidential Information of any member of the Company Group (regardless of whether developed by the Executive) without the prior written consent of the Company. -11- As used herein, "Company Group" means the Company, and any entity that directly or indirectly controls, is controlled by, or is under common control with, the Company, and for purposes of this definition "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. The term "Confidential Information" with respect to any person means any secret or confidential information or know-how and shall include, but shall not be limited to, the plans, customers, costs, prices, uses, and applications of products and services, results of investigations, studies or experiments owned or used by such person, and all apparatus, products, processes, compositions, samples, formulas, computer programs, computer hardware designs, computer firmware designs, and servicing, marketing or manufacturing methods and techniques at any time used, developed, investigated, made or sold by such person, before or during the term of this Agreement, that are not readily available to the public or that are maintained as confidential by such person. The Executive shall maintain in confidence any Confidential Information of third parties received as a result of his employment with the Company in accordance with the Company's obligations to such third parties and the policies established by the Company. 8. Delivery of Documents Upon Termination. The Executive shall deliver to the Company or its designee at the termination of his employment all correspondence, memoranda, notes, records, drawings, sketches, plans, customer lists, product compositions, and other documents and all copies thereof, made, composed or received by the Executive, solely or jointly with others, that are in the Executive's possession, custody, or control at termination and that are related in any manner to the past, present, or anticipated business or any member of the Company Group. In this regard, the Executive hereby grants and conveys to the Company all right, title and interest in and to, including without limitation, the right to possess, print, copy, and sell or otherwise dispose of, any reports, records, papers, summaries, photographs, drawings or other documents, and writings, and copies, abstracts or summaries thereof, that may be prepared by the Executive or under his direction or that may come into his possession in any way during the term of his employment with the Company that relate in any manner to the past, present or anticipated business of any member of the Company Group. 9. Disclosure and Receipt of Confidential Information. The Executive shall not, at any time during his employment, receive from persons not employed by the Company, any Confidential Information, as described above, not belonging to the Company, unless a valid agreement is authorized by the Company and is signed by both the Company and by the disclosing party. The Executive shall not use or disclose to other employees of the Company, during his employment with the Company, Confidential Information belonging to his former employers, former business associates, or any other third parties unless written permission has been given by such third parties to the Company and accepted by the Company to allow the Company to use and/or disclose such information. The Executive shall defend and indemnify the Company Group for any breach of the covenant contained in the preceding sentence. -12- 10. Intellectual Property. The Executive shall hold in trust for the benefit of the Company, and shall disclose promptly and fully to the Company in writing, and hereby assigns, and binds his heirs, executors, and administrators to assign, to the Company any and all inventions, discoveries, ideas, concepts, improvements, copyrightable works, and other developments (the "Developments") conceived, made, discovered or developed by him, solely or jointly with others, during the term of his employment by the Company, whether during or outside of usual working hours and whether on the Company's premises or not, that relate in any manner to the past, present or anticipated business of any member of the Company Group. All works of authorship created by the Executive, solely or jointly with others, shall be considered works made for hire under the Copyright Act of 1976, as amended, and shall be owned entirely by the Company. Any and all such Developments shall be the sole and exclusive property of the Company, whether patentable, copyrightable, or neither, and the Executive shall assist and fully cooperate in every way, at the Company's expense, in securing, maintaining, and enforcing, for the benefit of the Company or its designee, patents, copyrights or other types of proprietary or intellectual property protection for such Developments in any and all countries. Within one year following the end of the term of this Agreement and without limiting the generality of the foregoing, any Development of the Executive relating to any subject matter on which the Executive worked or was informed during his employment by the Company shall be conclusively presumed to have been conceived and made prior to the termination of his employment (unless the Executive clearly proves that such Development was conceived and made following the termination of his employment), and shall accordingly belong and be assigned to the Company and shall be subject to this Agreement. 11. Further Acts. At the request of the Company (but without additional compensation from the Company during his employment by the Company) the Executive shall execute any and all papers and perform all lawful acts that the Company may deem necessary or appropriate to further evidence or carry out the transactions contemplated in this Agreement including, without limitation, such acts as may be necessary for the preparation, filing, prosecution, and maintenance of applications for United States letters patent and foreign letters patent, or for United States and foreign copyright, on the Developments. 12. No Competition. Throughout the term of this Agreement, the Executive shall not directly or indirectly engage in the business of banking, or any other business in which the Company directly or indirectly engages during the term of this Agreement; provided, however, that the restriction in this Section 12 shall apply only to the reasonable and limited geographic area consisting of any state in which the Company directly or indirectly has offices, operations, or customers, or otherwise conducts business. For purposes of this Section 12, the Executive shall be deemed to engage in a business if he directly or indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any business engaged in banking; Provided, However, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule -13- 13d-3 promulgated under the Securities Exchange Act of 1934) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this Section 12 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section 12 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this Section 12 is invalid or against public policy, the remaining provisions of this Section 12 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the business of the Company is national in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's investment in its businesses and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company, the Executive's reputation in the markets for the Company's businesses and the Executive's relationship with the suppliers, customers and clients of the Company. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihood. 13. No Tampering. Throughout the term of this Agreement and through the second anniversary of the expiration thereof, the Executive shall not (a) request, induce or attempt to influence any distributor or supplier of goods or services to any member of the Company Group to curtail or cancel any business they may transact with any member of the Company Group; (b) request, induce or attempt to influence any customers of any member of the Company Group that have done business with or potential customers which have been in contact with any member of the Company Group to curtail or cancel any business they may transact with any member of the Company Group; or (c) request, induce or attempt to influence any employee of any member of the Company Group to terminate his or her employment with such member of the Company Group. 14. Publicity and Advertising. The Executive agrees that the Company may use his name, picture, or likeness for any advertising, publicity, or other business purpose at any time, during the term of this Agreement by the Company and may continue to use materials generated during the term of this Agreement for a period of six months thereafter. Such use of the Executive's name, picture, or likeness shall not be deemed to result in any invasion of the Executive's privacy or in a violation of any property right the Executive may have; and the Executive shall receive no additional consideration if his name, picture or likeness is so used. The Executive further agrees that any negatives, prints or other material for printing or reproduction purposes prepared in connection with the use of his name, picture or likeness by the Company shall be and are the sole property of the Company. -14- 15. Remedies. The Executive acknowledges that a remedy at law for any breach or attempted breach of the Executive's obligations under Sections 7 through 14 may be inadequate, agrees that the Company may be entitled to specific performance and injunctive and other equitable remedies in case of any such breach or attempted breach, and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. The Company shall have the right to offset against amounts to be paid to the Executive pursuant to the terms hereof any amounts from time to time owing by the Executive to the Company. The termination of this Agreement pursuant to Section 3, 5(a) OR 5(b) shall not be deemed to be a waiver by the Company of any breach by the Executive of this Agreement or any other obligation owed the Company, and notwithstanding such a termination the Executive shall be liable for all damages attributable to such a breach. 16. Dispute Resolution. Subject to the Company's right to seek injunctive relief in court as provided in Section 15 of this Agreement, any dispute, controversy or claim arising out of or in relation to or in connection with this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability or breach of this Agreement, shall be exclusively and finally settled by arbitration, and any party may submit such dispute, controversy or claim, including a claim for indemnification under this Section 16, to arbitration. (a) Arbitrators. The arbitration shall be heard and determined by one arbitrator, who shall be impartial and who shall be selected by mutual agreement of the parties; Provided, However, that if the dispute involves more than $2,000,000, then the arbitration shall be heard and determined by three (3) arbitrators. If three (3) arbitrators are necessary as provided above, then (i) each side shall appoint an arbitrator of its choice within thirty (30) days of the submission of a notice of arbitration and (ii) the party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within thirty (30) days following the appointment of the last party-appointed arbitrator. If (x) the parties cannot agree on the sole arbitrator, (y) one party refuses to appoint its party-appointed arbitrator within said thirty (30) day period or (z) the party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal, then the appointing authority for the implementation of such procedure shall be the Senior United States District Judge for the Northern District of Texas, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. If the Senior United States District Judge for the Northern District of Texas refuses or fails to act as the appointing authority within ninety (90) days after being requested to do so, then the appointing authority shall be the Chief Executive Officer of the American Arbitration Association, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. All decisions and awards by the arbitration tribunal shall be made by majority vote. (b) Proceedings. Unless otherwise expressly agreed in writing by the parties to the arbitration proceedings: -15- (i) The arbitration proceedings shall be held in Dallas, Texas, at a site chosen by mutual agreement of the parties, or if the parties cannot reach agreement on a location within thirty (30) days of the appointment of the last arbitrator, then at a site chosen by the arbitrator(s); (ii) The arbitrator(s) shall be and remain at all times wholly independent and impartial; (iii) The arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as amended from time to time; (iv) Any procedural issues not determined under the arbitral rules selected pursuant to item (iii) above shall be determined by the law of the place of arbitration, other than those laws which would refer the matter to another jurisdiction; (v) The costs of the arbitration proceedings (including attorneys' fees and costs) shall be borne in the manner determined by the arbitrator(s); (vi) The decision of the arbitrator(s) shall be reduced to writing; final and binding without the right of appeal; the sole and exclusive remedy regarding any claims, counterclaims, issues or accounting presented to the arbitrator(s); made and promptly paid in United States dollars free of any deduction or offset; and any costs or fees incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement; (vii) The award shall include interest from the date of any breach or violation of this Agreement, as determined by the arbitral award, and from the date of the award until paid in full, at 6% per annum; and (viii) Judgment upon the award may be entered in any court having jurisdiction over the person or the assets of the party owing the judgment or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. (c) Acknowledgment of Parties. Each party acknowledges that he or she or it has voluntarily and knowingly entered into an agreement to arbitration under this Section by executing this Agreement. -16- 17. Miscellaneous Provisions. (a) Successors of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 17 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) Executive's Heirs, Etc. The Executive may not assign his rights or delegate his duties or obligations hereunder without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder as if he had continued to live, all such amounts, unless other provided herein, shall be paid in accordance with the terms of this Agreement to his designee or, if there be no such designee, to his estate. (c) Notice. For the purposes of this Agreement, notices and all other communications provide for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chief Executive Officer of the Company with a copy to the Secretary of the Company, or to such other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. (d) Amendment; Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board of Directors of the Company (which shall in any event include the Company's Chief Executive Officer). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by -17- such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. (e) Invalid Provisions. Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall not have the effect of invalidating or voiding the remainder of this Agreement and the parties hereby agree that the portion so held invalid, unenforceable or void shall, if possible, be deemed amended or reduced in scope, or otherwise be stricken from this Agreement to the extent required for the purposes of validity and enforcement thereof. (f) Survival of the Executive's Obligations. The Executive's obligations under this Agreement shall survive regardless of whether the Executive's employment by the Company is terminated, voluntarily or involuntarily, by the Company or the Executive, with or without Cause. (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (h) Governing law. This Agreement shall be governed by and construed under the laws of the State of Texas. (i) Captions and Gender. The use of captions and Section headings herein is for purposes of convenience only and shall not affect the interpretation or substance of any provisions contained herein. Similarly, the use of the masculine gender with respect to pronouns in this Agreement is for purposes of convenience and includes either sex who may be a signatory. -18- IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the 17th day of December, 1999. CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK By: /s/ Gerald J. Ford ------------------------------------------- Name: Gerald J. Ford Title: Chairman and Chief Executive Officer JAMES R. STAFF /s/ James R. Staff ----------------------------------------------- -19- EX-10.24 5 CHANGE OF CONTROL PLAN 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. 1 "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- 2 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. 3 "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. 4 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 5 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. 6 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 7 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 8 EX-12.1 6 COMPUTATION OF RATIOS GOLDEN STATE BANCORP INC. AND SUBSIDIARIES RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND MINORITY INTEREST

EX-21.1 7 SUBSIDIARIES OF THE REGISTRANT GOLDEN STATE BANCORP INC. I. GOLDEN STATE BANCORP INC. A. Golden State Holdings Inc. 1. California Federal Bank, A Federal Savings Bank a. Auto One Acceptance Corporation i. Auto Depot, Inc. b. Cal Fed Credit Inc. c. Cal Fed Enterprises d. Cal Fed Holdings, Inc. i. FGB Realty Advisors, Inc. ii. First Prudential Corporation iii. FNB Real Estate Corp. iv. Glenfed Properties, Inc. a. Oceanside Communities, Inc. v. Unified Mortgage Company e. Cal Fed Investments i. Cal Fed Investments of Nevada f. Cal Fed Mortgage Company g. Cal Fed Service Corporation h. Cal Fed Syndications i. California Communities, Inc. j. California Federal Preferred Capital Corporation k. Capital Conveyance Company l. CF Management Corp. m. CF Recovery Corp. Two n. Development Credit Corporation o. First Nationwide Mortgage Corporation i. FNC Insurance Agency, Inc. a. Cal Fed Insurance Agency, Inc ii. Master Mortgage Company iii. Verdugo Trustee Service Corporation p. First Estate Corporation i. Glenfed Development Corp. a. Glenfed Development Ventures Corp. ii. Redlands Financial Services, Incorporated iii. Crescent Bay Diversified, Inc. q. FNB Mortgage Company, LLC r. Franciscan Financial Corporation i. San Francisco Auxiliary Corporation s. Glenfed Service Corporation i. August Financial Corporation ii. Esandel, Inc. t. Sierra Network u. United California Financial Company v. United California Funding Corporation w. United Resources Capital Corporation i. United Energy Finance Corporation x. XCF Acceptance Corporation B. Golden State Management Inc. 1. GSB Aviation, Inc. 2. GSB Aviation (Two) LLC 3. FGB Services, Inc. EX-23.1 8 CONSENT OF KPMG LLP CONSENT OF INDEPENDENT AUDITORS The Board of Directors Golden State Bancorp Inc. : We consent to the incorporation by reference in registration statement Nos. 333-67837 and 333-74615 on Form S-8 and in registration statement Nos. 333-47309 and 333-28037 on Form S-3 of Golden State Bancorp Inc. of our report dated January 18, 2000, relating to the consolidated balance sheets of Golden State Bancorp Inc. as of December 31, 1999 and 1998, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, which report appears in the December 31, 1999 annual report on Form 10-K of Golden State Bancorp Inc. /s/ KPMG LLP San Francisco, California March 24, 2000 EX-24.1 9 POWER OF ATTORNEY EXECUTED BY RONALD O. PERELMAN POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Christie S. Flanagan, Renee Nichols Tucei, and Eric K. Kawamura or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution for him and in his name, place and stead, in any and all capacities, in connection with the GOLDEN STATE BANCORP INC. (the "Corporation"), Annual Report on Form 10-K for the year ended December 31, 1999 under the Securities Exchange Act of 1934, as amended including, without limiting the generality of the foregoing, to sign the Form 10-K in the name and on behalf of the Corporation or on behalf of the undersigned as a director or officer of the Corporation, and any amendments to the Form 10-K and any instrument, contract, document or other writing, of or in connection with the Form 10-K or amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, the Office of Thrift Supervision, or other appropriate regulatory authority and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed these presents this 17TH day of March 2000. /s/Ronald O. Perelman -------------------------------- Ronald O. Perelman EX-27.1 10 FINANCIAL DATA SCHEDULE
9 This schedule contains summary financial information extracted from the consolidated balance sheets and statements of income found on pages 2 and 3 of the Company's audited financial statements for the year ended December 31,1999. 1,000 12-MOS DEC-31-1999 JAN-01-1999 DEC-31-1999 508,959 5 0 0 14,840,331 2,335,053 2,330,463 34,682,523 554,893 57,019,060 23,035,757 17,415,375 771,147 13,734,998 0 0 134,721 1,427,062 57,019,060 2,441,986 1,210,283 0 3,652,269 888,286 2,466,382 1,185,887 10,000 1,283 925,457 669,272 320,715 2,472 0 323,187 2.47 2.31 6.97 150,754 0 24,830 90,999 588,533 40,312 4,681 554,893 38,582 0 516,311 Loans includes loans held for sale of $729,062 and allowance for loan losses of $554,893.

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