EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Christie S. Flanagan and Vanessa L.
Washington, 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") Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), including, without limiting the
generality of the foregoing, to sign the Registration Statement 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 and supplements
relating thereto (including post-effective amendments) under the Securities
Act and to sign any instrument, contract, document or other writing, of or
in connection with the Registration Statement or amendments thereto
(including post-effective amendments), 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 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 attorneys-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 HEREOF, the undersigned has signed these presents
this 27th day of November, 2000.
/s/ Ronald O. Perelman
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Ronald O. Perelman
