POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Eric K. Kawamura, Renee Nichols Tucei 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 Holdings
Inc. (the "Corporation") Registration Statement on Form S-1 or Form S-4, as
applicable (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, to sign 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 and any amendments and supplements 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 25th day
of September, 1998.


                                            /s/ Carl B. Webb
                                            ----------------
                                                Carl B. Webb