AMENDMENT NO. 2 TO THE

                                 AMENDMENT NO. 2


                                     TO THE


                       AGREEMENT FOR PROVISION OF SERVICES



     THIS  AMENDMENT  NO. 2 TO THE  AGREEMENT  FOR  PROVISION  OF SERVICES  (the
"Amendment")  is entered  into as of  December  2, 2001,  by and  between  MAFCO
HOLDINGS  INC., a Delaware  corporation  ("Mafco") and GOLDEN STATE BANCORP INC.
("GSB"),  a  Delaware  corporation,  in  reference  to the  following  facts and
understandings:

     WHEREAS, GSB and its subsidiaries have continuously  benefited from certain
services provided by Mafco for the benefit of GSB and its subsidiaries  pursuant
to the  Agreement  for  Provision  of Services  dated as of January 1, 1999 (the
"Agreement").

     WHEREAS,  GSB and Mafco desire to extend the term of the Agreement  through
December 31, 2002.

     NOW  THEREFORE,  in  consideration  of the  foregoing,  and of their mutual
covenants herein,  and intending to be legally bound thereby,  the parties agree
as follows:

     1. TERM OF AGREEMENT.  The term of the Agreement shall be extended  through
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and including December 31, 2002.

     2. FULL FORCE AND EFFECT. Except as specifically amended by this Amendment,
        ---------------------
all other terms and  conditions of the Agreement  shall remain in full force and
effect.

     IN WITNESS WHEREOF,  the parties have executed this Amendment by their duly
authorized officers effective on the date first written above.


MAFCO HOLDINGS INC.,                           GOLDEN STATE BANCORP INC.,
a Delaware corporation                         a Delaware corporation



By:     /s/ Xxxxx X. Xxxxxx               By:      /s/ Xxxx X. Xxxxxxxx
   ---------------------------------         ---------------------------------
            Xxxxx X. Xxxxxx                            Xxxx X. Xxxxxxxx
            Senior Vice President                      Senior Vice President