AMENDMENT OF FIRSTFED FINANCIAL CORP. AND
FIRST FEDERAL BANK OF CALIFORNIA
CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Whereas, the Board of Directors of each of FirstFed Financial Corp. ("FFC")
and First Federal Bank of California ("FFB") (collectively, the "Company")
have approved certain Change of Control Employment Agreements between the
Company and certain officers of FFB (the "Agreements"); and
Whereas, the Agreements provide for amendment thereof by written
agreement executed by the parties; and
Whereas, the Directors of the Company have determined that the present
definition of "Change of Control" as set forth in Section 2(b) and 2(c) of
the Agreements fail to provide an exception from acceleration for a change in
directors resulting from death, disability or normal retirement, provide for
immediate acceleration of benefits upon stockholder approval of certain
acquisition transactions notwithstanding 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 Company as presently worded; and
Whereas, the Directors of the Company have determined that the
Agreements should be revised as set forth herein;
Now, therefore, Section 2(b) and 2(c) of the form of the Agreement, as
well as all existing Agreements (to the extent agreed in writing by the
participants therein) shall be revised to read as follows:
"(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 a
liquidation or dissolution of the Company or the sale of all or substantially
all of the assets of the Company."
This change shall be retroactive to the effective date of the
Agreement.
AEL:chgcontrolagmt
