Exhibit 2.3: Assignment and Assumption Agreement ASSIGNMENT AND ASSUMPTION THIS ASSIGNMENT and ASSUMPTION is made effective as of December 30, 1998 between MacAndrews & Forbes Holdings Inc., a Delaware corporation, as successor by merger to First...

Exhibit 2.3:  Assignment and Assumption Agreement


                         ASSIGNMENT AND ASSUMPTION

            THIS ASSIGNMENT and ASSUMPTION is made effective as of December
30, 1998 between MacAndrews & Forbes Holdings Inc., a Delaware corporation,
as successor by merger to First Gibraltar Holdings Inc., a Delaware
corporation ("Assignor"), and GSB Investments Corp., a Delaware corporation
("Assignee").

            WHEREAS, Assignor is party to an Agreement and Plan of
Reorganization dated as of February 4, 1998, as amended by Amendment No. 1
thereto dated as of July 13, 1998 (as so amended, and as it may hereafter
be amended or otherwise modified, the "Reorganization Agreement"), by and
among Golden State Bancorp Inc., a Delaware corporation ("GSB"), Golden
State Financial Corporation, a Delaware corporation ("GSF"), Assignor,
Xxxxxx'x Xxxx/Ford, Ltd., a limited partnership organized under the laws of
the State of Texas ("HGF"), First Nationwide (Parent) Holdings Inc., a
Delaware corporation (of which GSB is the successor by merger) and First
Nationwide Holdings Inc., a Delaware corporation (of which GSF is the
successor by merger);

            WHEREAS, Assignor is a party to a Registration Rights Agreement
dated as of September 11, 1998 (as it may hereafter be amended or otherwise
modified, the "Registration Rights Agreement"), among GSB, HGF and
Assignor;

            WHEREAS, Assignor desires to assign all of its right, title and
interest to and liabilities and obligations under, the Reorganization
Agreement, and Assignee is willing to accept such assignment (the
"Reorganization Agreement Assignment");

            WHEREAS, Assignor desires to assign all of its right, title and
interest to and liabilities and obligations under, the Registration Rights
Agreement, and Assignee is willing to accept such assignment (the
"Registration Rights Agreement Assignment");

            WHEREAS, Assignee is an indirect wholly-owned subsidiary of
Assignor;

            WHEREAS, each of GSB, GSF and HGF has executed a letter of even
date herewith (the "Letter Agreement") pursuant to which each such entity
acknowledges and consents to the Reorganization Agreement Assignment
effected hereunder; and

            WHEREAS, pursuant to the Letter Agreement, each of GSB and HFG
acknowledges and consents to the Registration Rights Agreement Assignment
effected hereunder.

            NOW THEREFORE, intending to be legally bound hereby, Assignor
and Assignee hereby agree as follows:

            1.    Assignment.  Effective as of the date hereof, Assignor 
hereby assigns all of its right, title and interest to, and liabilities and 
obligations under, each of the Reorganization Agreement and the Registration 
Rights Agreement to Assignee.

            2.    Acceptance of Assignment. Assignee hereby accepts each such
assignment and assumes all of Assignor's right, title and interest to, and
liabilities and obligations under, each of the Reorganization Agreement and
the Registration Rights Agreement.

            3.    Governing Law.  This Assignment and Assumption shall be
governed by the laws of the State of New York.



            IN WITNESS WHEREOF, the parties have duly executed this Assignment
and Assumption.

                            MACANDREWS & FORBES HOLDINGS INC.


                            By: /s/ Xxxxx X. Xxxxxx
                               ---------------------------------------
                            Name:  Xxxxx X. Xxxxxx
                            Title: Senior Vice President and Secretary


                            GSB INVESTMENTS CORP.


                            By: /s/ Xxxxx X. Xxxxxx     
                               ---------------------------------------
                            Name:  Xxxxx X. Xxxxxx
                            Title: Vice President and Secretary