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
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")  Annual Report on Form 10-K for the year
ended  December 31, 2000 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  19  day of March 2001.
    ------

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