AMENDMENT OF FIRSTFED FINANCIAL CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Whereas, the First Federal Bank of California Supplemental Executive
Retirement Plan (the "Plan") is administered by the Compensation Committee of
the Board of Directors pursuant to authority delegated to such Committee by
the Board; and
Whereas, the Committee may amend the Plan under delegated authority
pursuant to Section 6.1 of the Plan; and
Whereas, the Committee determined that the present definition of
"Change in Ownership" as set forth in Section 1.4 of the Plan fails to
provide an exception from acceleration for a change in directors resulting
from normal retirement, and provides for immediate acceleration upon
stockholder approval of a plan or proposal for acquisition of the Company
notwithstanding the fact that significant conditions precedent, including but
not limited to regulatory approval, would be required for consummation of
such a transaction, and is not in the best interest of the Bank as presently
worded; and
Whereas, the Committee determined that the Agreement should be revised
as set forth herein;
Now, therefore, Section 1.4 of the Plan shall be revised to read as
follows:
1.4 "Change in Ownership" means the following :
(a) An acquisition (other than from FirstFed Financial Corp., hereafter
referred to as the "Company") by any person, entity or group (within
the meaning of Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, hereafter referred to as the "Exchange Act"),
(excluding, for this purpose, the Company or any employee benefit
plan of the Company which acquires beneficial ownership of voting
securities of the Company) of "beneficial ownership" (as that term
is defined by the Securities and Exchange Commission for purposes of
Section 13(d) of the Exchange Act), directly or indirectly, of 15%
or more of the outstanding voting stock of the Company; or
(b) At any time during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors of
Grantor cease, for any reason other than death, disability or normal
retirement, to constitute at least a majority thereof, unless the
election of each director who was not a director at the beginning of
the period was approved by a vote of at least 75% of the directors
still in office who were directors at the beginning of the period; or
(c) Any reorganization, merger or consolidation of the Company with one or
more corporations (other than a reorganization, merger or
consolidation in which persons who were the stockholders of the
Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 50% of
the combined voting power entitled to vote generally in the election
of directors of the reorganized, merged or consolidated company's
then outstanding voting securities); or upon the sale of all or
substantially all the assets of the Company."
This change shall be retroactive to the effective date of the Plan.
AEL:chgserp
