POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Christie S. Flanagan, Renee Nichols Tucei, and
Eric K. Kawamura 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"), Annual Report on Form 10-K for the year
ended December 31, 1998 under the Securities Exchange Act of 1934, as amended
including, without limiting the generality of the foregoing, to sign the Form
10-K 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 to
the Form 10-K and any instrument, contract, document or other writing, of or in
connection with the Form 10-K or amendments thereto, 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, the Office
of Thrift Supervision, or other appropriate regulatory authority 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
attorney-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 WHEREOF, the undersigned has signed these presents this 11th
day of March 1999.

                                        /s/ Howard Gittis
                                        --------------------------------
                                        Howard Gittis