<PAGE>
As filed with the Securities and Exchange Commission on July 21, 1997
File No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
GOLDEN STATE BANCORP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4642135
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
414 NORTH CENTRAL AVENUE 91203
GLENDALE, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(818) 500-2000
GOLDEN STATE BANCORP INC.
STOCK OPTION AND LONG-TERM
PERFORMANCE INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
JAMES R. ELLER, JR.
GOLDEN STATE BANCORP INC.
414 NORTH CENTRAL AVENUE
GLENDALE, CALIFORNIA 91203
(818) 500-2404
(AGENT FOR SERVICE)
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE* OFFERING PRICE* REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $1.00 PAR 6,512,125
VALUE..................... SHARES $26.84 $174,785,435 $52,965
=========================================================================================================
</TABLE>
* ESTIMATED SOLELY FOR THE PURPOSE OF COMPUTING THE REGISTRATION FEE ON THE
BASIS OF THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE COMMON STOCK OF THE
REGISTRANT'S PREDECESSOR AS REPORTED ON THE NEW YORK STOCK EXCHANGE ON JULY
17, 1997.
================================================================================
<PAGE>
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The indicated portions of the following document, which has heretofore been
filed by Golden State Bancorp Inc., a Delaware corporation (the "Company" or the
"Registrant"), with the Securities and Exchange Commission are incorporated by
reference herein and shall be deemed to be a part hereof: "Description of
Company Common Stock" set forth in Part I of, and Exhibits 99.1, 99.2, 99.3,
99.4, 99.5, 99.6 and 99.7 to, the Registration Statement on Form S-3, filed with
the Commission on May 29, 1997.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and shall be
deemed a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation and By-Laws provide for
indemnification of directors, officers and employees to the full extent
permitted by the Delaware General Corporation Law and, to the extent permitted
by such law, eliminate the personal liability of directors to the Company and
its stockholders for monetary damages for certain breaches of fiduciary duty.
Section 145 of the Delaware General Corporation Law provides, in relevant part,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any suit or proceeding because such
person is or was a director, officer, employee or agent of the corporation or is
or was serving, at the request of the corporation, as a director, officer,
employee or agent of another corporation, against all costs actually and
reasonably incurred by him or her in connection with such suit or proceeding if
he or she acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation. Similar
indemnity is permitted to be provided to such persons in connection with an
action or suit by or in the right of the corporation, provided such person acted
in good faith and in a manner he or she believed to be in or not opposed to the
best interests of the corporation, and provided further (unless a court of
competent jurisdiction otherwise determines) that such person shall not have
been adjudged liable to the corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<PAGE>
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
-----------------
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii)
-------- -------
do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
--------------------------------------------------------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Indemnification of Directors and Officers.
-----------------------------------------
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of the Registrant's Certificate or By-Laws
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses
<PAGE>
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Glendale, State of California, on June 23, 1997.
Golden State Bancorp Inc.
By: /s/ Stephen J. Trafton
------------------------------------
Name: Steven J. Trafton
Title: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Principal Executive Officer: June 23, 1997
/s/ Stephen J. Trafton President, Chief
- ------------------------------- Executive Officer,
Stephen J. Trafton Chairman of the Board
Principal Financial and
Accounting Officer: June 23, 1997
/s/ John E. Haynes Chief Financial Officer
- -------------------------------
John E. Haynes
/s/ Diane C. Creel Director June 23, 1997
- -------------------------------
Diane C. Creel
/s/ Richard H. Daniel Director June 23, 1997
- -------------------------------
Richard H. Daniel
/s/ Brian P. Dempsey Director June 23, 1997
- -------------------------------
Brian P. Dempsey
/s/ Richard A. Fink Director June 23, 1997
- -------------------------------
Richard A. Fink
/s/ John F. King Director June 23, 1997
- -------------------------------
John F. King
/s/ John F. Kooken Director June 23, 1997
- -------------------------------
John F. Kooken
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Orin S. Kramer Director June 23, 1997
------------------------------
Orin S. Kramer
/s/ Gilbert R. Vasquez Director June 23, 1997
-----------------------------
Gilbert R. Vasquez
</TABLE>
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Document Page Number
- ------ ----------------------- -----------
<C> <S> <C>
4.1 Certificate of Incorporation and Bylaws of the Registrant
(Incorporated by reference to Exhibit 2.1 to the Registrant's
Form S-3 Registration Statement filed on May 29, 1997.)
5 Opinion of Mayer, Brown & Platt (re Legality)
10 Golden State Bancorp Inc. Stock Option
and Long-Term Performance Incentive Plan
23.1 Consent of KPMG Peat Marwick, LLP (Independent Auditors)
23.2 Consent of Mayer, Brown & Platt (included in its opinion
filed as Exhibit 5 hereto).
</TABLE>
<PAGE>
EXHIBIT 5
[MAYER, BROWN & PLATT LETTERHEAD]
July 18, 1997
Board of Directors
Golden State Bancorp Inc.
414 North Central Avenue
Glendale, California 91203
Ladies and Gentlemen:
We have acted as counsel to Golden State Bancorp Inc., a Delaware
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to registration of the sale from time to time of up to
6,512,125 shares of the Corporation's common stock, $1.00 par value per share
("Common Stock"), to be issued pursuant to the Corporation's Stock Option and
Long-Term Performance Incentive Plan (the "Option Plan"). We have been
requested by the Corporation to furnish this opinion to be included as an
exhibit to the Registration Statement.
We have reviewed the Registration Statement, the Certificate of
Incorporation and Bylaws of the Corporation, the Option Plan, specimens of the
stock certificates evidencing the Common Stock of the Corporation and such other
corporate records and documents as we have deemed appropriate for the purpose of
rendering this opinion. We have also reviewed and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such records of
the Corporation and such other instruments, certificates and written and oral
representations of public officials, and of officers and representatives of the
Corporation, as we have deemed appropriate or relevant for such purpose. In
addition, we have assumed, without independent verification, the genuineness of
all signatures and the authenticity of all documents furnished to us and the
conformity in all respects of copies to originals.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to options granted
<PAGE>
Board of Directors
Golden State Bancorp Inc.
July 18, 1997
Page 2
under the terms of the Option Plan will continue to be validly authorized on the
dates the Common Stock is issued pursuant to the options; (ii) on the dates the
options are exercised, the options granted under the terms of the Option Plan
will constitute valid, legal and binding obligations of the Corporation and will
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with their
terms; (iii) no change will occur in applicable law or the pertinent facts; and
(iv) the provisions of applicable state securities laws will have been complied
with to the extent required.
Based upon the foregoing, and subject to the qualifications and assumptions
set forth herein, we are of the opinion as of the date hereof that the shares of
Common Stock to be issued pursuant to the Option Plan, when issued pursuant to
and in accordance with the Registration Statement and the Option Plan and upon
receipt of the consideration required thereby, will be legally issued, fully
paid and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MAYER, BROWN & PLATT
<PAGE>
EXHIBIT 10
GOLDEN STATE BANCORP INC.
1993 STOCK OPTION AND
LONG-TERM PERFORMANCE INCENTIVE PLAN
1. History and Purpose. The Stock Option and Long-Term Performance Incentive
Plan (the "Plan") is designed to promote the long-term financial interests of
the Company (as defined below) by (i) rewarding key executives, other selected
employees, and Eligible Directors of the Company for their contributions to the
success of the Company, (ii) attracting and encouraging long service by key
employees and Eligible Directors possessing outstanding abilities, (iii)
providing key employees with additional incentives in the form of Incentive
Stock Options, Non-Qualified Stock Options and Stock Appreciation Rights as
determined from time to time by the Board or the Committee (as defined below),
(iv) providing Eligible Directors with additional incentives in the form of Non-
Qualified Stock Options, and (v) furthering the identity of interests of key
employees, other selected employees, and Eligible Directors with those of the
Company's stockholders through opportunities for increased stock ownership and
awards based on corporate performance. The Plan has been amended and restated in
1996 in the form set forth herein, provided that such amendment and restatement
is subject to the approval of the stockholders of the Company at the first
annual stockholders meeting which occurs after July 22, 1996.
2. Definitions.
(a) "Award" means the grant of any form of stock option, stock appreciation
right, stock or cash award, whether granted alone, in combination or in
tandem, under the Plan.
(b) "Award Agreement" means an agreement between the Company and a
Participant, setting forth the terms, conditions and limitations applicable to
an Award granted to the Participant.
(c) "Board" means the Board of Directors of the company.
(d) "Common Stock" means authorized and issued or unissued Common Stock of
the Company, having a par value of $1.00 per share.
(e) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(f) "Committee" means the Committee on Officer Compensation and Personnel of
the Board or such other committee, comprised of directors who are not
employees of the Company, designated by the Board.
(g) "Company" means Golden State Bancorp Inc., a Delaware corporation,
including any successor thereto by merger, operation of law or otherwise, its
subsidiaries and their respective subsidiaries.
(h) "Eligible Director" means each member of the Board who is not an employee
of the Company.
(i) "Fair Market Value", unless determined otherwise by the Committee in good
faith, means with respect to a share of Common Stock as of any given date (i)
the closing market composite price for such Common Stock as reported for the
New York Stock Exchange--Composite Transactions on that date or, if Stock is
not traded on that date, on the next preceding date on which Common Stock was
traded; (ii) if the Common Stock is not traded on the New York Stock Exchange,
the closing sale price of a share of Common Stock as reported on the national
securities exchange or transaction reporting system on or through which actual
sales prices are regularly reported for such Common Stock on the date the
determination is made; or (iii) if the Common Stock is not traded on an
exchange or transaction reporting system on or through which actual sales
prices are available, the mean of the average of the closing bid and asked
prices of a share of Common Stock as reported on the date the determination is
made.
A-1
<PAGE>
(j) "Immediate Family" means, with respect to a particular Participant, the
Participant's parents, spouse, children, stepchildren, adoptive relationships,
sisters, brothers and grandchildren.
(k) "Participant" means an employee or Eligible Director of the Company to
whom an Award has been made under the Plan.
(l) "Performance-Based Compensation" shall have the meaning ascribed to it in
Section 162(m)(4)(C) of the Code.
3. Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, the key employees
to whom Awards are to be granted under Sections 8, 9, 10, and 11, and who
thereby become "Participants" in the Plan. Subject to the terms and conditions
of the Plan, Eligible Directors shall receive Stock Options in accordance with
the provisions of Supplement A, and thereby become "Participants" in the Plan.
Individuals shall not be eligible for Awards under Sections 8, 9, 10 and 11
during the period in which they are Eligible Directors.
4. Common Stock Available for Awards. At the time of establishment of the
Plan in 1993, and subject to Section 17, the aggregate number of shares of
Common Stock with respect to which Awards could be granted under the Plan was
limited to 1,700,000, which amount was increased in 1994 to 4,700,000.
Effective as of the amendment and restatement of the Plan in 1996, and subject
to Section 17, the aggregate number of shares of Common Stock with respect to
which Awards may be granted under the Plan was increased from 4,700,000 to
7,200,000. To the extent that any Award terminates by expiration,
cancellation, forfeiture, surrender or otherwise (other than by reason of the
exercise of an Award granted in tandem therewith) without the issuance of
shares or without payment therefor or, in the case of restricted stock,
without vesting, any shares subject to such Award or on the basis of which
such Award would have been calculated shall again be available for future
Awards. Common Stock which may be issued under the Plan may be either
authorized and unissued shares or issued shares which have been reacquired by
the Company. No fractional shares of Common Stock shall be issued under the
Plan.
Notwithstanding any other provision of the Plan to the contrary, no
Participant shall receive any Award of a Stock Option or an SAR under the Plan
to the extent that the sum of:
(a) the number of shares of Common Stock subject to such Award;
(b) the number of shares of Common Stock subject to all other prior Awards
of Stock Options and SARs under the plan during the calendar year in
which the Award is made; and
(c) the number of shares of Common Stock subject to all other prior stock
options and stock appreciation rights granted to the Participant under
other plans or arrangements of the Company during the calendar year in
which the Award is made;
would exceed the Participant's Individual Limit under the Plan. The
determination made under this paragraph shall be based on the shares subject
to the awards at the time of grant, regardless of when the awards become
exercisable. A Participant's "Individual Limit" shall be 1,000,000 shares
(subject to adjustment under Section 17).
5. Administration. The Plan shall be administered by the Committee which
shall have full and exclusive power to interpret the Plan, to grant waivers of
Plan restrictions and to adopt such rules, regulations and guidelines for
carrying out the Plan as it may deem necessary or proper, all of which powers
shall be executed in the best interests of the Company and in keeping with the
objectives of the Plan. Any interpretation of the Plan by the Committee and
any decision made by it under the Plan is final and binding on all persons.
The Committee shall determine the type of or types of Awards to be made to
each Participant. Awards may be granted alone, in combination or in tandem. In
the case of Awards granted in tandem, the exercise of one award will effect
the cancellation of a corresponding portion of the Award or Awards granted in
tandem therewith. Awards may also be made in combination or in tandem with, in
replacement of, or as alternatives to, grants or rights under any
A-2
<PAGE>
other employee plan of the Company, including the plan of any acquired entity.
To the extent that the provisions of this Section 5 are inconsistent with the
terms of Supplement A, Awards made under Supplement A shall be governed by the
terms of Supplement A rather than the terms of this Section 5.
6. Delegation of Authority. The Committee may delegate to the Chief Executive
Officer and to other senior officers of the Company its duties under the Plan
pursuant to such terms, conditions or limitations as the Committee may
establish; provided, however, that no such authority may be vested in an
officer who does not also serve as a member of the Board of Directors of the
Company; further provided that only the Committee may grant and administer
Awards made to or held by Participants who, at the time such authority is
exercised, are subject to Section 16(a) or Section 16(b) of the Securities
Exchange Act of 1934, or any successor rule.
7. Award Agreement. At the time of a grant, the Committee may require as a
condition to such grant that a Participant enter into an agreement with the
Company in a form specified by the Committee agreeing to the terms and
conditions of the Plan and to such additional terms and conditions, not
inconsistent with the Plan, as the Committee, in its sole discretion, may
prescribe. To the extent that the provisions of this Section 7 are
inconsistent with the terms of Supplement A, Awards made under Supplement A
shall be governed by the terms of Supplement A rather than the terms of this
Section 7.
8. Stock Options. Each Stock Option shall entitle the Participant to whom it
is granted to purchase a specified number of shares of Common Stock at a fixed
price. Any Stock Option granted under the Plan that satisfies all of the
requirements of Section 422 of the Code may be designated by the Committee as
an "Incentive Stock Option." Stock Options not so designated, or that do not
satisfy the requirements of Section 422 of the Code shall not constitute
Incentive Stock Options and shall be "Non-Qualified Stock Options."
(a) Option Price. The option price of a Non-Qualified Stock Option shall
not be less than 100 percent of the Fair Market Value of a share of
Common Stock on the date of grant, or such other amount required to
comply with applicable law. The option price of an Incentive Stock
Option shall not be less than 100% of the Fair Market Value of a share
of Common Stock and, with respect to an employee who owns on the date
of the grant more than 10% of the Company's Common Stock, shall not be
less than 110% of its Fair Market Value on such date.
(b) Option Expiration Date. The "Expiration Date" with respect to a Stock
Option or any portion thereof means the expiration date thereof
established by the Committee at the time of the grant. The Expiration
Date of an Incentive Stock Option shall be no later than the date which
is ten years after the date it was granted and, with respect to an
employee who owns on the date of grant more than 10% of the Company's
Common Stock, shall not be later than the date which is five years
after the date of grant.
(c) Exercise of Options. Each Stock Option granted under the Plan shall be
exercisable, either in whole or in part, at such time or times as shall
be determined by the Committee at the time the option is granted or at
such earlier times as the Committee shall subsequently determine
(provided that the Fair Market Value at date of grant of shares of
Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by a Participant during any calendar
year may not exceed $100,000) but in no event later than that Stock
Option's Expiration Date.
A Participant may exercise a Stock Option by giving written notice thereof
prior to the Option's Expiration Date to the Secretary of the Company at
the principal executive offices of the Company. Contemporaneously with the
delivery of such notice, the full purchase price of the shares of Common
Stock purchased pursuant to the exercise of the Option, together with any
required state or federal withholding taxes, shall be paid in cash, by
tender of stock certificates in proper form for transfer to the Company
valued at the Fair Market Value of the shares of Common Stock on the date
of exercise, by a combination of the foregoing or with any other
consideration which the Committee determines to be consistent with the
purposes of the Plan and applicable law. A Participant may elect to pay
the purchase price upon the exercise of a Stock Option through a cashless
exercise arrangement to the
A-3
<PAGE>
extent provided by the Committee. In the case of a cashless exercise
arrangement approved by the Committee, payment may be made as soon as
practicable after the exercise.
To the extent that the provisions of this Section 8 are inconsistent with
the terms of Supplement A, Awards made under Supplement A shall be governed by
the terms of Supplement A rather than the terms of this Section 8.
9. Stock Appreciation Rights. Each Stock Appreciation Right ("SAR") shall
entitle the Participant to whom it is granted to receive from the Company, at
the time the SAR is exercised, that number of shares of Common Stock having a
Fair Market Value equal to the product of:
(a) the number of shares of Common Stock as to which the SAR is exercised;
and
(b) the excess of the Fair Market Value (at the date of exercise) of a
share of Common Stock over the exercise price specified by the
Committee at the time of the award;
provided, however, that the Committee, in its sole discretion, may elect to
settle all or a portion of the Company's obligation arising out of the
exercise of an SAR in cash equal to the Fair Market Value on the exercise date
of any or all of the shares of Common Stock that would otherwise be issuable
on exercise. SARs that are granted in tandem with Stock Options shall be
exercisable only to the extent that the related Stock Option is exercisable
and at the exercise price of that Stock Option.
An SAR may be exercised, in whole or in part, by giving written notice to
the Secretary of the Company prior to the date on which the SAR expires. Such
notice shall specify the number of shares with respect to which the SAR is
being exercised. As soon as practicable after the receipt of such notice, the
Company shall deliver to the Participant certificates for the shares of Common
Stock or cash or both to which the Participant is entitled pursuant to the
Plan.
10. Stock Awards. Subject to the terms and conditions of the Plan, the
Committee may designate Participants to receive Awards made in Common Stock or
denominated in units of Common Stock. All or any part of such Award may be
subject to such terms, conditions, restrictions and limitations as may be
established by the Committee, and set forth in the Award Agreement, which may
include, but are not limited to, continuous service with the Company,
achievement of specific business objectives, peer company comparisons,
increases in specified indices, attaining specified growth rates and other
comparable measurements of Company performance. Such Awards may be based on
Fair Market Value or other specified valuation criteria.
To the extent that the Committee determines that it is necessary or
desirable to conform any Awards under the Plan with the requirements
applicable to "Performance-Based Compensation," it may, at the time an Award
is granted, take such steps and impose such restrictions as it determines to
be necessary to satisfy such requirements with respect to such Award,
including, without limitation:
(a) The establishment of performance goals that must be satisfied prior to
the payment or distribution of benefits under such Awards;
(b) The submission of such Awards and performance goals to the Company's
shareholders for approval and making the receipt of benefits under such
Awards contingent on receipt of such approval; and
(c) Providing that no payment or distribution be made under such Awards
unless the Committee certifies that the goals and the applicable terms
of the Plan and Agreement reflecting the Awards have been satisfied.
To the extent that the Committee determines that the foregoing requirements
relating to Performance-Based Compensation do not apply to Awards under the
Plan because the Awards constitute Stock Options or SARs, the Committee may,
at the time the Award is granted, take such steps and impose such restrictions
as it determines to be necessary to conform the Award to alternative methods
of satisfying the requirements applicable to Performance-Based Compensation.
A-4
<PAGE>
11. Other Awards. In addition to the Awards specifically provided above, the
Committee may make such other equity, incentive or performance awards payable
in cash or in kind under the Plan as it determines to be in the best interest
of the Company.
12. Payment of Awards. The Company's obligation to pay cash or deliver stock
pursuant to Awards granted under the Plan is subject to all applicable laws,
rules and regulations and the obtaining of all permits and approvals deemed
necessary or appropriate by the Committee. Payment of Awards may be made in
the form of cash, stock or combinations thereof and may include such
restrictions as the Committee shall determine, including in the case of stock,
restrictions on transfer and forfeiture provisions. When transfer of stock is
so restricted or subject to forfeiture provisions it shall be referred to as
"Restricted Stock."
13. Tax Withholding. The Company shall have the right to deduct or otherwise
effect a withholding of any amount required by federal or state tax laws to be
withheld with respect to the grant, exercise or surrender of an Award, or the
sale of stock acquired upon the exercise of an Incentive Stock Option,
including any withholding required in order for the Company to obtain a tax
deduction otherwise available as a consequence of such grant, exercise,
surrender or sale. Such amounts may be deducted or withheld, at the Company's
discretion, from Award payments or from any other payments, including regular
compensation, to be made by the Company to the Participant. If Common Stock is
used to satisfy tax withholding, such Common Stock shall be valued based on
Fair Market Value on the date it is withheld.
14. Amendment, Modification, Suspension or Discontinuance of this Plan. The
Board at any time, and from time to time, may amend the Plan, subject to the
applicable requirements of the New York Stock Exchange. The Committee may, at
any time, amend the terms of any outstanding Award Agreement; provided,
however, that such amendment may not provide terms which are inconsistent with
the terms of the Plan; and further provided that no amendment of any
outstanding Award Agreement may adversely affect a Participant's rights under
the Award Agreement in the absence of the Participant's written consent.
The Board at any time may suspend or discontinue the Plan. The Plan, unless
sooner terminated, shall terminate on the fifth anniversary of its adoption by
the Board in 1993. Any such amendment, suspension or termination shall not
affect any Award previously granted. No Award may be granted under the Plan
while the Plan is suspended or after it is terminated.
15. Termination of Employment. In the event that a Participant ceases to be
an employee of the Company for any reason, including death, any Awards then
outstanding may be exercised or shall expire in accordance with the terms of
the applicable Award Agreement.
16. Nonassignability. No award under the Plan, and no rights or interests
therein, shall be assignable or transferable by a Participant except by will
or by the laws of descent and distribution. During a Participant's lifetime,
Awards under the Plan are exercisable only by the Participant, his guardian or
legal representative, and after the Participant's death Awards are only
exercisable by the person who acquired the right to exercise such Award by
bequest or inheritance, and only in accordance with the terms of such Award as
determined by the Committee at the time of grant. Notwithstanding the
foregoing provisions of this Section 16, the Committee may permit Awards under
the Plan to be transferred by a Participant for no consideration to or for the
benefit of the Participant's Immediate Family (including, without limitation,
to a trust for the benefit of a Participant's Immediate Family or to a
partnership for members of a Participant's Immediate Family), subject to such
limits as the Committee may establish, and the transferee shall remain subject
to all the terms and conditions applicable to such Award prior to such
transfer. In the discretion of the Committee, the foregoing right to transfer
Awards shall also apply to the right to transfer ancillary rights associated
with an Award. However, in no event shall an Incentive Stock Option be
transferable to the extent that such transferability would violate the
requirements applicable to such option under Code section 422. Transfer to a
Participant's Immediate Family may be permitted by the Committee with respect
to Awards granted on or after November 1, 1996; provided that on and after
that date, the Committee may, in its discretion, also amend previously granted
outstanding Award Agreements to permit such transferability.
A-5
<PAGE>
17. Adjustment. In the event of any change in the outstanding Common Stock of
the Company by reason of any stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger, or other corporate
transaction, including but not limited to the payment of a dividend or the
making of a distribution to shareholders of the Company in property or in cash
in an amount in excess of the Company's normal dividend or distribution policy
in effect at the time, the Committee shall, where applicable, equitably adjust
the number of shares of stock reserved under the Plan and the exercise or
purchase price and the number or class of shares covered by outstanding Awards
denominated in stock or units of stock to preserve the benefit of such Awards
for the Company and the Participant.
Upon the effective date of the dissolution or liquidation of the Company, or
of a reorganization, merger or consolidation of the Company with one or more
other corporations in which the Company is not the surviving corporation, or
of the transfer of substantially all of the assets or shares of the Company to
another corporation (any such transaction being referred to herein as a
"Terminating Event"), the Plan and any Award granted hereunder shall terminate
unless provision is made in writing in connection with such Terminating Event
for the continuance of the Plan and for the assumption of Awards theretofore
granted hereunder, or the substitution for such Awards of new awards issued by
the successor corporation, or a parent or subsidiary thereof, with such
appropriate adjustments as may be determined or approved by the Committee or
its successor, in which event the Plan and the Awards theretofore granted or
substituted therefor, shall continue in the manner and under the terms so
provided. Upon the occurrence of a Terminating Event in which provision is not
made for the continuance of the Plan and for the assumption of Awards
theretofore granted or the substitution for such Awards of new awards issued
by the successor corporation, each Participant to whom an Award has been
granted under the Plan shall be entitled to receive payment, as applicable, or
to exercise, in whole or in part, such Participant's rights under any Award
granted without regard to any restrictions on exercise that would otherwise
apply, and any restrictions on outstanding Stock Awards shall lapse, in each
case effective as of the effective date of the Terminating Event. In the event
a Participant shall not, prior to the effective date of a Terminating Event
fully exercise a stock appreciation right granted under the Plan, such stock
appreciation right to the extent not previously exercised, shall be deemed
exercised by the Participant as of the effective date of the Terminating
Event. In the event a Participant shall not, prior to the effective date of a
Terminating Event fully exercise an option granted under the Plan, such
option, to the extent not previously exercised, shall be deemed surrendered by
the Participant as of the effective date of the Terminating Event and such
Participant shall receive in exchange therefor a cash payment equal to the
difference, if a positive amount, between the Fair Market Value as of the
effective date of the Terminating Event of the shares of stock then subject to
the option minus the aggregate option price therefor. To the extent that a
Participant, pursuant to this Section 17 has a right to exercise, surrender or
receive payment under any Award, or restrictions on any Stock Award lapse,
solely on account of a Terminating Event, such exercise, surrender, payment or
lapse shall be contingent upon the consummation of such Terminating Event.
Upon a "change in control" of the Company, as defined in rules or
regulations promulgated by the Committee from time to time or in Award
Agreements executed pursuant to this Plan, Participants shall, unless the
Committee otherwise determines at the time of grant, have the right,
notwithstanding any restrictions that would otherwise apply, to exercise any
stock option or stock appreciation right, any restrictions on outstanding
Stock Awards granted under the Plan shall lapse, and Participants who have
been granted Cash Awards under the Plan shall immediately be entitled to
receive full payment of such Awards. In addition, Participants shall have the
right to elect to receive a cash payment equal to the Fair Market Value of any
stock otherwise distributable in connection with an Award under the Plan. To
the extent a Participant has the right to exercise or receive payment under an
Award, or restrictions on a Stock Award lapse, solely on account of a change
in control, such right to exercise on surrender or the lapse of such
restrictions shall be contingent upon the consummation of such change in
control.
18. Employment and Stockholder Status. Neither the adoption of the Plan nor
the granting of any Award shall confer upon any Participant any right to
continue as an employee or director of the Company, nor shall it interfere in
any way with the right of the Company to terminate the employment of any of
its employees at any
A-6
<PAGE>
time. No Award shall create any rights in a Participant as a stockholder of
the Company until shares of Common Stock are registered in the name of the
Participant.
19. Governing Law. The Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by the Code, the
securities laws of the United States or other federal law, shall be governed
by the law of the State of California and construed accordingly.
20. Effective Date. The Plan shall become effective on the date in 1993 it is
adopted by the Board subject to the approval of a majority of the shares
eligible to be voted at the next annual meeting of stockholders and subject to
any required regulatory approval. All Awards granted prior to stockholder
approval are subject to such approval and, notwithstanding any other provision
of the Plan, if such approval is not obtained, all such Awards as well as
dividends paid or payable with respect to such Awards shall be forfeited.
Except as otherwise set forth in this amended and restated Plan, the changes
reflected in the amended and restated plan shall be effective July 22, 1996,
provided that the changes to Supplement A and Exhibit I shall be effective
November 1, 1996.
21. Dispute Resolution. All disputes arising as to the interpretation or
application of the Plan shall be decided by the Committee. The Committee shall
provide the Participant with a written determination within 60 days of its
decision with respect to such dispute.
A-7
<PAGE>
SUPPLEMENT A
ELIGIBLE DIRECTORS AUTOMATIC OPTION GRANT
A-1. General. The grant of a Stock Option under this Supplement A entitles
the Participant to purchase shares of Common Stock at a price fixed at the
time the Stock Option is granted. A Stock Option granted under this Supplement
A is not intended to satisfy the requirements applicable to an "incentive
stock option" as described in Section 422(b) of the Code.
A-2. Participation. As of August 23, 1994 and as of the first business day
after each annual meeting of the Company's shareholders thereafter, each
member of the Board who is then an Eligible Director shall be granted a "Stock
Option", which shall be an option to purchase 5,000 shares of Common Stock (as
adjusted pursuant to Section 17.)
A-3. Price. The determination and payment of the purchase price of a share
of Common Stock under each Stock Option granted pursuant to this Supplement A
shall be subject to the following:
(a) The purchase price shall be the greater of (i) 100% of the Fair Market
Value of a share of Common Stock as of the date on which such Stock
Option is granted, or (ii) the par value of a share of such
Common Stock on such date. For purposes of this Supplement A, in
determining the Fair Market Value of a share of Common Stock, the
phrase "unless determined otherwise by the Committee in good faith"
appearing in Section 3(h) of the Plan shall be disregarded. The
purchase price shall be subject to the adjustment described in Section
17 of the Plan relating to Extraordinary Dividends.
(b) The full purchase price of each share of Common Stock purchased upon
the exercise of any Stock Option shall be paid at the time of such
exercise and, as soon as practicable thereafter, a certificate
representing the shares so purchased shall be delivered to the person
entitled thereto.
(c) The purchase price shall be payable in cash or in shares of Common
Stock (valued at Fair Market Value as of the day of exercise), or in
any combination thereof.
A-4. Exercise. A Stock Option granted under this Supplement A as of any date
shall first be exercisable on the date of the first annual meeting of the
Company's shareholders that occurs after the date as of which the Stock Option
is granted, but only if the Participant continues to serve as a member of the
Board from the date of grant until such annual meeting (or becomes employed by
the Company, and remains employed or a director until such annual meeting.)
However, upon approval of this 1996 amendment and restatement of the Plan by
the Company's stockholders, and notwithstanding the foregoing provisions of
this Supplement A, if the Participant's Date of Termination occurs on account
of the Participant's death, the Stock Options shall be deemed to have become
exercisable as of the date immediately prior to the date of death; provided
that the revision set forth in this sentence shall apply to Stock Options
granted under this Supplement A which were outstanding on or at any time after
November 27, 1995 (regardless of whether such Stock Options were previously
granted or are granted in the future). A Stock Option granted under this
Supplement A will not be exercisable after the Expiration Date applicable to
that Stock Option, and all rights to purchase shares of Common Stock pursuant
to the Stock Option shall cease as of the Stock Option's Expiration Date.
A-5. Expiration Date. The "Expiration Date" with respect to a Stock Option
granted under this Supplement A means the earliest to occur of:
(a) the ten-year anniversary of the date on which the Stock Option is
granted;
(b) if the Participant's Date of Termination occurs by reason of
Retirement, the thirty-six-month anniversary of such Date of
Termination;
(c) if the Participant's Date of Termination occurs by reason of death, the
twelve-month anniversary of such Date of Termination; and
A-8
<PAGE>
(d) if the Participant's Date of Termination occurs for reason other than
Retirement or death, the three-month anniversary of such Date of
Termination.
A Participant shall not be permitted to exercise a Stock Option granted
under this Supplement A after the Participant's Date of Termination except to
the extent that the Stock Option is exercisable immediately prior to such Date
of Termination. For purposes of this Supplement A: (a) a Participant's "Date
of Termination" shall be the date the Participant ceases to be a member of the
Board, or, if the Participant becomes employed by the Company, the date the
Participant both ceases to be so employed and ceases to be a director; and (b)
a Participant's Date of Termination shall be deemed to be by reason of
"Retirement" if such Date of Termination occurs on or after the date on which
the Participant has attained age 65. However, upon approval of this 1996
amendment and restatement of the Plan by the Company's stockholders, clause
(b) of the preceding sentence shall be revised to read: "a Participant's Date
of Termination shall be deemed to be by reason of "Retirement" if such Date of
Termination occurs after five (5) years of Board Service as an Eligible
Director"; provided that the revision set forth in this sentence shall apply
to Stock Options granted under this Supplement A which were outstanding on or
at any time after November 27, 1995 (regardless of whether such Stock Options
were previously granted or are granted in the future).
A-6. Agreement With Company. Each Stock Option granted under this Supplement
A shall be evidenced by an Agreement (an "Agreement") duly executed on behalf
of the Company and by the Participant to whom such option is granted and dated
as of the applicable date of grant. Each Agreement shall be substantially in
the form attached hereto as Exhibit I.
A-7. Limitation on Amendment. Notwithstanding the provisions of Section 14
of the Plan, in no event shall the provisions of the Plan relating to Awards
under this Supplement A be amended more than once every six months, other than
to comport with changes in the Code, the Employee Retirement Income Security
Act, or the rules thereunder; provided, however, that the limitation set forth
in this Section A-7 shall be applied only to the extent required under SEC
Rule 16b-3(c)(2)(ii)(B), or any successor provision thereto.
A-9
<PAGE>
EXHIBIT I
ELIGIBLE DIRECTORS
STOCK OPTION AGREEMENT
1. Grant of Option. Golden State Bancorp Inc., (the "Company"), which term
shall also include any direct or indirect subsidiary of the Company, hereby
grants as of (the "Grant Date") to the person whose name appears below
(the "Participant" an option (the "Option") to purchase 5,000 shares of the
common stock, par value $1.00 per share, of the Company (the "Shares") at a
purchase price of $ per Share, which Option shall be exercisable as set
forth in and subject to the terms and conditions of this Stock Option Agreement
(the "Agreement") and the Company's Amended and Restated 1993 Stock Option and
Long-Term Performance Incentive Plan (the "Plan"). The Option granted herein is
intended to be a nonqualified stock option.
Name of Participant:
-------------------------
2. Vesting. The Option shall first become exercisable on the date of the
first annual meeting of the Company's stockholders that occurs after the Grant
Date, but only if the Participant continues to serve as a member of the Board
from the Grant Date until such annual meeting (or becomes employed by the
Company and remains employed or a director until such annual meeting).
Notwithstanding the foregoing provisions of this Section 2, if the
Participant's Date of Termination occurs on account of the Participant's
death, the Stock Options shall be deemed to have become exercisable as of the
date immediately prior to the date of death.
3. Exercise of Option.
(a) Subject to the terms and conditions set forth in this Agreement, the
Option may be exercised by the Participant by giving written notice of
exercise to the Secretary of the Company, specifying the number of
Shares to be purchased and the purchase price to be paid therefor. Such
notice shall be accompanied by payment of the required purchased price
for the Shares to be purchased and such exercise shall be effective
upon receipt by the Company of the written notice together with such
payment. The purchase price may be paid (i) in immediately available
funds, (ii) by certified check payable to the order of the Company,
(iii) by tender of stock certificates, duly endorsed, accompanied by
appropriate stock powers separate from the certificates presented or
otherwise in proper form for transfer to the Company, representing
Shares having a Fair Market Value (as determined in accordance with the
terms of the Plan) at least equal to the relevant purchase price, (iv)
by any combination of the foregoing, or (v) with any other form of
consideration (including payment with a cashless exercise program under
which, if so instructed by the Participant, Shares may be issued
directly to the Participant's broker or dealer upon receipt of the
purchase price in cash from the broker or dealer), if such form of
consideration shall have been approved by the Committee (as defined in
the Plan).
(b) If upon any exercise of the Option any federal, state or local tax
withholding is required under applicable law, the Participant shall
make satisfactory withholding arrangements with the Company, which may
include any method described in (a) above.
4. Expiration Date. The "Expiration Date" of the Option shall be the earliest
to occur of:
(a) the ten-year anniversary of the Grant Date;
(b) if the Participant's Date of Termination occurs by reason of
Retirement, the thirty-six-month anniversary of such Date of
Termination;
(c) if the Participant's Date of Termination occurs by reason of death, the
twelve-month anniversary of such Date of Termination; and
(d) if the Participant's Date of Termination occurs for a reason other than
Retirement or death, the three-month anniversary of such Date of
Termination.
A-10
<PAGE>
For purposes of this Agreement:
(A) A Participant's "Date of Termination" shall be the date the Participant
ceases to be a member of the Board, or, if the Participant becomes
employed by the Company, the date the Participant both ceases to be so
employed and ceases to be a director.
(B) A Participant's Date of Termination shall be deemed to be by reason of
"Retirement" if such Date of Termination occurs after five (5) years of
Board Service as an Eligible Director.
5. Delivery of Shares. The Company shall, upon payment of the full purchase
price for the number of Shares to be purchased, promptly deliver a certificate
or certificates evidencing such Shares to the Participant; provided, that if
any law or regulation requires the Company to take any action with respect to
such issuance of Shares, then the date of such issuance and of delivery of
such certificate or certificates shall be extended for the period necessary to
complete such action. No Shares shall be issued and delivered upon exercise of
the Option unless and until, in the opinion of counsel for the Company, any
applicable registration, qualification or other securities law requirements,
any applicable listing requirements of any national securities exchange on
which stock of the same class is then listed, and any other requirements of
law or of any regulatory authority having jurisdiction over such issuance and
delivery, shall have been complied with. The Company shall use commercially
reasonable efforts to take all required action to achieve such compliance as
promptly as practicable.
6. Nontransferability of Option. Except as provided in the following
sentence, the Option is personal and no rights granted hereunder may be
transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) nor shall any such rights be subject to
execution, attachment or similar process. In the event of the death of a
Participant, if the Option had become exercisable prior to the date of death,
the Option may be exercised within a period of up to twelve months after the
date of death by the person to whom the Option shall be transferred by will or
the laws of descent and distribution, provided, that the Option may not in any
event be exercised after the Expiration Date. The Option shall be exercisable,
during the lifetime of the Participant, only by the Participant. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the
Option or of any such rights contrary to the provisions hereof, or upon the
levy of any attachment or similar process upon the Option or such rights, the
Option and such rights shall, at the election of the Company, become null and
void. Neither the Participant nor his executors, administrators, heirs or
legatees shall be or have any rights or privileges of a stockholder with
respect to any Shares issuable upon exercise of the Option granted hereunder
unless and until certificates representing such Shares shall have been duly
issued and delivered.
7. No Special Rights. Nothing contained in this Agreement shall confer upon
the Participant any right to continued service as a director of the Company or
interfere in any way with the right of the Company or its stockholders to
remove Participant from the Board in accordance with applicable law and the
Bylaws of the Company. In the event the Participant shall become employed by
the Company, nothing contained in this Agreement shall confer upon the
Participant any right to continued employment or interfere in any way with the
right of the Company to terminate the employment of the Participant at any
time.
8. Adjustments Upon Changes in Stock. The number and type of Shares covered
by the Option, and the exercise price and permitted time of exercise thereof,
are subject to adjustment in accordance with the provisions of paragraph 17 of
the Plan or any successor provision thereof in the event of any change in the
outstanding Common Stock of the Company or the occurrence of any Terminating
Event or the payment of any Extraordinary Dividend as referred to therein. Any
such adjustments shall be final, binding and conclusive upon the Participant
and any other party purporting to have any interest in or right with respect
to the Option. In no event shall the purchase price for a Share be adjusted
below the par value thereof, nor shall any fractions of a Share be issued upon
exercise of the Option.
9. Effect of Change in Control. Upon the occurrence of a Change in Control
with respect to the Company, the Option shall immediately become exercisable
in full notwithstanding the provisions of paragraph 2
A-11
<PAGE>
hereof and shall continue to be so exercisable for the remaining term of the
Option. For the purposes hereof, a "Change in Control" shall be deemed to have
occurred if: (i) any "Person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act and the regulations of the SEC thereunder, each as
in effect on the effective date of the Plan, and including any such persons
that may be deemed to be acting in concert with respect to the Company or the
acquisition, ownership or voting of Company securities) becomes, directly or
indirectly, the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act and the regulations of the SEC thereunder, each as in effect on
the effective date of the Plan), of outstanding securities of the Company
representing 20% or more of the combined voting power of the Company's
outstanding securities; (ii) at any time during the three-year period after
the date hereof, the composition of the board of directors of the Company is
changed such that persons who were directors of the Company at the beginning
of such three-year period, or persons nominated or elected by a majority of
such persons, do not continue to comprise a majority of the members of such
board of directors of the Company; (iii) the stockholders of the Company
approve a merger or consolidation of the Company with, or a reorganization
transaction involving the Company and, any other entity, other than a merger,
consolidation or reorganization which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) at least 50% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; (iv) the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of more than 50% of its
consolidated assets; or (v) any other event, transaction or series of events
or transactions occurs as a result of which any person may be deemed to
"acquire control" of the Company (as such terms are defined in the regulations
of the Office of Thrift Supervision set forth at 12 C.F.R. Part 574 as in
effect on the effective date of the Plan).
10. Other Employee Benefits. In the event Participant becomes employed by the
Company, the amount of any compensation received by a Participant as a result
of the exercise of this Option shall not constitute "earnings" with respect to
which any other employee benefits of the Participant are determined,
including, without limitation, benefits under any qualified or nonqualified
savings, pension or life insurance plan, except to such extent, if any, as may
specifically be provided in any particular plan or agreement relating to any
such benefits.
11. Notice. Any notice required to be given under the terms of this Option
shall be properly addressed if addressed to the Secretary of the Company at
the principal executive office of the Company or to the Participant at the
address indicated below, or at such other address as either party to this
Agreement may hereafter designate in writing to the other.
Golden State Bancorp Inc.
By:
-----------------------------------
[Name]
[Title]
The Option set forth above
is hereby accepted and the
terms and provisions thereof
agreed to by the undersigned.
- ---------------------------------------
(Participant's Name)
Address:
------------------------------
- ---------------------------------------
A-12
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
Golden State Bancorp Inc.
We consent to the use of our report dated July 23, 1996, incorporated by
reference herein, on the consolidated statements of financial condition of
Glendale Federal Bank, FSB, as of June 30, 1996 and 1995, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows, for each of the years in the three-year period ended June 30, 1996, such
report and financial statements having been incorporated by reference in the
registration statement dated July 11, 1997 (No. 333-28037) on Form S-3 of Golden
State Bancorp Inc.
KPMG Peat Marwick LLP
Los Angeles, California
July 21, 1997
