Related Party Transactions and Outside Related Director Information

FirstFed Financial Corp. (FED)

3/15/2006 Proxy Information

Loans to officers, directors and employees are made by the Bank in the ordinary course of business and, in the judgment of management, do not involve more than the normal risk of collectability. Directors, officers, and other employees of the Bank may obtain a loan under the Employee Loan Benefit Program (“ELBP”). To qualify under the ELBP, all real estate and home equity credit line loans are required to be secured by the employee’s residence. ELBP loans require ninety days of full-time employment with the Company. All ELBP loans are made on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons, except for the interest rates and loan fees charged. The Company has outstanding loans to directors Harding and Ouchi in accordance with these policies.

ELBP real estate loans are written as adjustable mortgage loans (“AMLs”), and, for the first $650,000 of the loan amount, are modified while the person is employed by the Company as follows: for the first month of the loan, the rate is approximately equal to (but not less than) the Bank’s cost of funds during the month prior to the loan approval. Thereafter, the interest rate adjusts monthly to a rate approximately equal to the Federal Home Loan Bank of San Francisco’s Eleventh District Cost of Funds.

The firm of Harding Larmore Mullen Jakle Kutcher & Kozal, LLP, of which Mr. Harding is a partner, has a business line of credit in the maximum amount of $250,000. Mr. Harding has a business line of credit in the maximum amount of $100,000. The loans are made (i) in the ordinary course of business, (ii) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Bank customers, and (iii) do not involve more than the normal risk of collectability or present other unfavorable features. Mr. Harding does not participate in Board discussions regarding review and renewals of these lines of credit.

3/14/2005 Proxy Information

Officers of the Bank who are Directors receive no compensation for serving on the Board. Outside Directors of the Bank receive annual directors’ retainer fees of $24,840 and also receive meeting fees for each meeting attended with a maximum of $11,000 annually for attending all regular meetings of the Board (the number of regular meetings may vary slightly from year to year). Members of the Governance & Nominating Committee and the Compensation Committee of the Board receive $1,000 per meeting attended and the chairs of each committee receive an additional annual retainer fee of $3,000. Members of the Audit Committee receive $1,500 per meeting attended and the chair receives an additional retainer fee of $5,000. Directors of FFC receive no separate compensation.

Pursuant to the First Federal Bank of California 1997 Nonemployee Director Stock Incentive Plan, each nonemployee director receives an annual grant of nonstatutory stock options to acquire 4,000 shares of Company Stock. The options vest on the one-year anniversary of the grant date. During the year ended December 31, 2004, each director received options to acquire 4,000 shares of Company Stock, at an exercise price of $41.70 per share, the market value of the Company Stock on the date of grant. For additional information regarding the nonemployee directors stock option program, see the description below entitled “Stock Option and Stock Appreciation Rights Plans.”

3/9/2004 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.