SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

PFF BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

-------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

-------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

-------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-------------------------------------------------------------------------

(5) Total fee paid:

-------------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

-------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-------------------------------------------------------------------------

(3) Filing Party:

-------------------------------------------------------------------------

(4) Date Filed:

-------------------------------------------------------------------------

Notes:

PFF BANCORP, INC.
350 SOUTH GAREY AVENUE
POMONA, CALIFORNIA 91766
(909) 623-2323

September 16, 1996

Fellow Stockholders:

You are cordially invited to attend the first annual meeting of
stockholders (the "Annual Meeting") of PFF Bancorp, Inc. (the "Company"), the
holding company for Pomona First Federal Bank & Trust (the "Bank"), which will
be held on October 23, 1996, at 9:00 a.m., Pacific Time, at the Sheraton Suites
Fairplex, 601 W. McKinley Avenue, Pomona, California.

The attached Notice of the Annual Meeting and the Proxy Statement describe
the formal business to be transacted at the Annual Meeting. Directors and
officers of the Company, as well as a representative of KPMG Peat Marwick LLP,
the Company's independent auditors, will be present at the Annual Meeting to
respond to any questions that our stockholders may have regarding the business
to be transacted.

The Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interests of the Company and
its stockholders. For the reasons set forth in the Proxy Statement, the Board
unanimously recommends that you vote "FOR" each matter to be considered.

WHETHER OR NOT YOU EXPECT TO ATTEND, PLEASE SIGN AND RETURN THE ENCLOSED
PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED SO THAT YOUR SHARES
WILL BE REPRESENTED. YOUR COOPERATION IS APPRECIATED SINCE A MAJORITY OF THE
COMMON STOCK MUST BE REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE A
QUORUM FOR THE CONDUCT OF BUSINESS.

On behalf of the Board of Directors and all of the employees of the Company
and the Bank, we thank you for your continued interest and support.

Sincerely yours,

/s/ Larry M. Rinehart

Larry M. Rinehart
President, Chief Executive Officer
and Director

PFF BANCORP, INC.
350 SOUTH GAREY AVENUE
POMONA, CALIFORNIA 91766
(909) 623-2323
__________________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 23, 1996
__________________________________

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the "Annual
Meeting") of PFF Bancorp, Inc. (the "Company") will be held on October 23, 1996,
at 9:00 a.m., Pacific Time, at the Sheraton Suites Fairplex, 601 W. McKinley
Avenue, Pomona, California.

The purpose of the Annual Meeting is to consider and vote upon the
following matters:

1. The election of three directors for terms of three years each or until
their successors are elected and qualified;

2. The approval of the PFF Bancorp, Inc. 1996 Incentive Plan;

3. The ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of the Company for the fiscal year ending March
31, 1997; and

4. Such other matters as may properly come before the meeting and at any
adjournments thereof, including whether or not to adjourn the meeting.

The Board of Directors has established August 30, 1996, as the record date
for the determination of stockholders entitled to receive notice of and to vote
at the Annual Meeting and at any adjournments thereof. Only recordholders of the
Common Stock of the Company as of the close of business on such record date
will be entitled to vote at the Annual Meeting or any adjournments thereof. In
the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies by
the Company. A list of stockholders entitled to vote at the Annual Meeting will
be available at the administrative offices of the Company, 350 South Garey
Avenue, Pomona, California 91766, for a period of ten days prior to the Annual
Meeting and will also be available at the Annual Meeting itself.

By Order of the Board of Directors

/s/ Carole F. Olson

Carole F. Olson
Secretary

Pomona, California
September 16, 1996

PFF BANCORP, INC.
_______________________

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 16, 1996
_______________________

SOLICITATION AND VOTING OF PROXIES

This Proxy Statement is being furnished to stockholders of PFF Bancorp,
Inc. (the "Company") in connection with the solicitation by the Board of
Directors ("Board of Directors" or "Board") of proxies to be used at the first
annual meeting of stockholders (the "Annual Meeting"), to be held on October 23,
1996 at 9:00 a.m., at the Sheraton Suites Fairplex, 601 W. McKinley Avenue,
Pomona, California and at any adjournments thereof. The 1996 Annual Report to
Stockholders, including consolidated financial statements for the fiscal year
ended March 31, 1996, accompanies this Proxy Statement, which is first being
mailed to recordholders on or about September 16, 1996.

Regardless of the number of shares of Common Stock owned, it is important
that recordholders of a majority of the shares be represented by proxy or
present in person at the Annual Meeting. Stockholders are requested to vote by
completing the enclosed proxy card and returning it signed and dated in the
enclosed postage-paid envelope. Stockholders are urged to indicate their vote in
the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN
THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXY CARDS WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT AND
FOR THE APPROVAL AND RATIFICATION OF EACH OF THE SPECIFIC PROPOSALS PRESENTED IN
THIS PROXY STATEMENT.

Other than the matters set forth on the attached Notice of Annual Meeting
of Stockholders, the Board of Directors knows of no additional matters that will
be presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting and at any adjournments
thereof, including whether or not to adjourn the Annual Meeting.

A PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE BY FILING A
WRITTEN NOTICE OF REVOCATION WITH THE SECRETARY OF THE COMPANY, BY DELIVERING TO
THE COMPANY A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE
ANNUAL MEETING AND VOTING IN PERSON. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE
SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED APPROPRIATE
DOCUMENTATION FROM YOUR RECORDHOLDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.

The cost of solicitation of proxies on behalf of management will be borne
by the Company. In addition to the solicitation of proxies by mail, Kissel-Blake
Inc., a proxy solicitation firm, will assist the Company in soliciting proxies
for the Annual Meeting and will be paid a fee of $5,000, plus out-of-pocket
expenses. Proxies may also be solicited personally or by telephone by
directors, officers and other employees of the Company and its subsidiary,
Pomona First Federal Bank & Trust (the "Bank"), without additional compensation
therefor. The Company will also request persons, firms and corporations holding
shares in their names, or in the name of their nominees, which are beneficially
owned by others, to send proxy material to and obtain proxies from such
beneficial owners, and will reimburse such holders for their reasonable expenses
in doing so.

VOTING SECURITIES

The securities which may be voted at the Annual Meeting consist of shares
of common stock of the Company ("Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Annual Meeting, except as
described below. There is no cumulative voting for the election of directors.

The close of business on August 30, 1996 has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 19,837,500 shares.

As provided in the Company's Certificate of Incorporation, recordholders of
Common Stock who beneficially own in excess of 10% of the outstanding shares of
Common Stock (the "Limit") are not entitled to any vote in respect of the shares
held in excess of the Limit. A person or entity is deemed to beneficially own
shares owned by an affiliate of, as well as, by persons acting in concert with,
such person or entity. The Company's Certificate of Incorporation authorizes the
Board of Directors (i) to make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the Limit to supply information to the
Company to enable the Board of Directors to implement and apply the Limit.

The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the Annual
Meeting. In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the Annual Meeting, the Annual Meeting may
be adjourned in order to permit the further solicitation of proxies.

As to the election of directors set forth in Proposal 1, the proxy card
being provided by the Board of Directors enables a stockholder to vote "FOR" the
election of the nominees proposed by the Board of Directors, or to "WITHHOLD"
authority to vote for one or more of the nominees

being proposed. Under Delaware law and the Company's bylaws, directors are
elected by a plurality of votes cast, without regard to either (i) broker non-
votes, or (ii) proxies as to which authority to vote for one or more of the
nominees being proposed is withheld.

As to the matter being proposed for stockholder action set forth in
Proposal 2, the proxy card being provided by the Board of Directors enables a
stockholder to check the appropriate box on the proxy card to (i) vote "FOR" the
item, (ii) vote "AGAINST" the item, or (iii) "ABSTAIN" from voting on such item.
Under Delaware law, an affirmative vote of the holders of a majority of the
shares of Common Stock present at the Annual Meeting, in person or by proxy, and
entitled to vote is required to constitute stockholder approval of Proposal 2.
Shares as to which the "ABSTAIN" box has been selected on the proxy card with
respect to Proposal 2 will be counted as present and entitled to vote and have
the effect of a vote against the matter for which the "ABSTAIN" box has been
selected. In contrast, shares underlying broker non-votes or in excess of the
Limit will not be counted as present and entitled to vote. For further
information on the vote required to implement Proposal 2 during the first year
following Conversion, see the discussion under Proposal 2 herein.

As to the approval of KPMG Peat Marwick LLP as independent auditors of the
Company set forth in Proposal 3, and all other matters that may properly come
before the Annual Meeting, by checking the appropriate box, you may: (i) vote
"FOR" the item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN" with respect to
the item. Under the Company's bylaws, unless otherwise required by law, all such
matters shall be determined by a majority of the votes cast, without regard to
either (a) broker non-votes, or (b) proxies marked "ABSTAIN" as to that matter.

Proxies solicited hereby will be returned to the Company's transfer agent,
ChaseMellon Shareholder Services, and will be tabulated by inspectors of
election designated by the Board of Directors, who will not be employed by, or
be a director of, the Company or any of its affiliates. After the final
adjournment of the Annual Meeting, the proxies will be returned to the Company
for safekeeping.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as to those persons believed by
management to be beneficial owners of more than 5% of the Company's outstanding
shares of Common Stock on the Record Date or as disclosed in certain reports
regarding such ownership filed by such persons with the Company and with the
Securities and Exchange Commission ("SEC"), in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act").
Other than those persons listed below, the Company is not aware of any person,
as such term is defined in the Exchange Act, that owns more than 5% of the
Company's Common Stock as of the Record Date.

NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------- ------------------- -------------------- --------

Common Stock Pomona First Federal Bank & 1,587,000(1) 8.0%
Trust Employee Stock
Ownership Plan ("ESOP")
350 South Garey Avenue
Pomona, California 91766

- ------------------------
(1) Shares of Common Stock were acquired by the ESOP in the mutual to stock
conversion of the Bank (the "Conversion"). The ESOP Committee of the Board
of Directors administers the ESOP. California Central Trust Bank
Corporation has been appointed as the corporate trustee for the ESOP ("ESOP
Trustee"). The ESOP Trustee, subject to its fiduciary duty, must vote all
allocated shares held in the ESOP in accordance with the instructions of
the participants. At September 6, 1996, no shares have been allocated under
the ESOP. In accordance with the terms of the ESOP, each participant is
deemed to have one share allocated to his or her account for the sole
purpose of providing the ESOP Trustee with voting guidance. The ESOP
Trustee will vote the unallocated shares in a manner calculated to most
accurately reflect the instructions received from participants so long as
the Trustee determines such vote is in accordance with the provisions of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

All persons standing for election as director were unanimously nominated by
the Nominating Committee of the Board of Directors. No person being nominated as
a director is being proposed for election pursuant to any agreement or
understanding between any such person and the Company.

Upon obtaining stockholder approval, the Company and the Bank intend to
grant to directors, certain officers and employees of the Bank and the Company
stock options and awards in the form of shares of Common Stock under the PFF
Bancorp, Inc. 1996 Incentive Plan (the "Incentive Plan") being presented for
approval in Proposal 2.

PROPOSALS TO BE VOTED ON AT THE MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of eight (8)
directors and is divided into three classes. Each of the eight members of the
Board of Directors of the Company also presently serves as a director of the
Bank. Directors are elected for staggered terms of three years each, with the
term of office of only one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified.

The three nominees proposed for election at this Annual Meeting are Robert
W. Burwell, William T. Dingle and Curtis W. Morris.

In the event that any such nominee is unable to serve or declines to serve
for any reason, it is intended that the proxies will be voted for the election
of such other person as may be designated by the present Board of Directors. The
Board of Directors has no reason to believe that any of the persons named will
be unable or unwilling to serve. UNLESS AUTHORITY TO VOTE FOR THE NOMINEE IS
WITHHELD, IT IS INTENDED THAT THE SHARES REPRESENTED BY THE ENCLOSED PROXY CARD,
IF EXECUTED AND RETURNED, WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
PROPOSED BY THE BOARD OF DIRECTORS.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.

INFORMATION WITH RESPECT TO THE NOMINEES AND CONTINUING DIRECTORS

The following table sets forth, as of the Record Date, the names of the
nominees, continuing directors and Named Executive Officers (as defined herein)
as well as their ages, a brief description of their recent business experience,
including present occupations and employment, certain directorships held by
each, the year in which each director became a director of the Bank, the year in
which their terms (or in the case of the nominees, their proposed terms) as
director of the Company expire. The table also sets forth the amount of Common
Stock and the percent thereof beneficially owned by each director and Named
Executive Officer and all directors and executive officers as a group as of the
Record Date.

SHARES OF
NAME AND PRINCIPAL EXPIRATION COMMON STOCK PERCENT
OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY OF
AND FOR PAST FIVE YEARS AGE SINCE(1) DIRECTOR OWNED(2)(3) CLASS
- ----------------------- --- ----------- ----------- ------------ -------

NOMINEES

William T. Dingle.............................. 68 1974 1999 5,000 *
Chief Executive Officer of Graves
Automotive Supply and Parkway
Automotive Warehouse. Mr. Dingle also
serves on the Board of Directors of
Pomona Financial Services, Inc., PFF
Insurance Service and Diversified Services,
Inc.

Robert W. Burwell.............................. 64 1984 1999 30,000 *
Vice Chairman of the Board of Directors
of the Company and the Bank. Mr.
Burwell was President and Chief
Executive Officer of the Pomona Valley
Hospital Medical Center from 1972 until
his retirement in 1993.

Curtis W. Morris............................... 60 1988 1999 14,097 *
Mr. Morris is associated with the law firm
of Lamb, Morris & Lobello and has been
a practicing attorney for 27 years.

CONTINUING DIRECTORS

Donald R. DesCombes............................ 64 1979 1998 30,157 *
Chairman of the Board of Directors of the
Company and the Bank. Mr. DesCombes
has served as Chairman of the Board of
the Bank since 1989. Mr. DesCombes is
an owner of Averbeck Company Insurance
Brokers.

Robert D. Nichols.............................. 69 1986 1998 7,500 *
President and Chief Executive Officer of
the Bank from August, 1986 until his
retirement in August, 1992. Mr. Nichols
is on the Board of Trustees of San
Antonio Community Hospital.

Larry M. Rinehart.............................. 48 1994 1998 28,680 *
President and Chief Executive Officer of
the Company and the Bank since August
1992. Served as President-elect and
Executive Vice President from July 1991
to August 1992. Mr. Rinehart also serves
as Director, President and Chief Executive
Officer of Pomona Financial Services,
Inc., PFF Insurance Service and
Diversified Services, Inc.

Jil H. Stark................................... 59 1975 1997 5,000 *
Formerly a Director of Marian Miner
Cook Athenaeum of Claremont McKenna
College, and currently Community
Relations Manager. Mrs. Stark also serves
on the Board of Directors of Pomona
Financial Services, Inc., PFF Insurance
Service and Diversified Services, Inc.

Dwight E. Bert................................. 73 1987 1997 5,050 *
Currently owns and operates a car care
center in the Rancho Cucamonga area.
Retired owner of an agricultural business.

NAMED EXECUTIVE OFFICERS

Kevin McCarthy 44 - - 17,434 *
Executive Vice President of the Company
and Executive Vice President and Director
of Operations of the Bank. Mr. McCarthy
is a Director of Pomona Financial
Services, Inc., PFF Insurance Service and
Diversified Services, Inc.

Gregory C. Talbott 42 - - 10,528 *
Senior Vice President, Chief Financial
Officer and Treasurer of the Company and
the Bank.

Gilbert F. Smith 50 - - 10,153 *
Senior Vice President and
General Counsel of the Bank. Mr. Smith
also serves as Chairman of the Board of
Pomona Financial Service, Inc., PFF
Insurance Service, and Diversified
Services, Inc.

Melba L. Carlton 59 - - 5,415 *
Senior Vice President, Retail Banking
Administrator of the Bank.

Stock Ownership of all Directors - - - 192,891 0.97%
and Executive Officers as a Group
(15 persons)

- ------------------------
* Does not exceed 1.0% of the Company's voting securities.
(1) Includes years of service as a director of the Bank.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares reported
herein (except as noted).
(3) Does not include options and awards intended to be granted under the
Incentive Plan, which is subject to stockholder approval. For a discussion
of the options and awards that are intended to be granted under the
Incentive Plan, see Proposal 2.
(4) As of the Record Date, there were 19,837,500 shares of Common Stock
outstanding.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS OF
THE COMPANY

The Board of Directors of the Company conducts its business through
meetings of the Board of Directors and through activities of its committees. The
Board of Directors of the Company meets monthly and may have additional meetings
as needed. During the year ended March 31, 1996, the Board of Directors of the
Company, which was formed on October 20, 1995, held five meetings. All of the
directors of the Company attended at least 75% of the total number of the
Company's Board meetings held and committee meetings on which such directors
served during fiscal 1996. The Board of Directors of the Company maintains
committees, the nature and composition of which are described below:

AUDIT COMMITTEE. The Audit Committee of the Company and the Bank consists
of Mrs. Stark and Messrs. Dingle, Bert and Burwell. The Audit Committee is
responsible for reporting to the Board on the general financial condition of the
Bank and the results of the annual audit, and is responsible for ensuring that
the Bank's activities are being conducted in accordance with applicable laws and
regulations. The Audit Committee of the Company did not meet during fiscal 1996.
The Audit Committee of the Bank met five times in fiscal 1996.

NOMINATING COMMITTEE. The Company's Nominating Committee for the 1996
Annual Meeting consists of Messrs. DesCombes, Rinehart and Nichols. The
committee considers and recommends the nominees for director to stand for
election at the Company's annual meeting of shareholders. The Company's
Certificate of Incorporation and Bylaws provide for stockholder nominations of
directors. These provisions require such nominations to be made pursuant to
timely notice in writing to the Secretary of the Company. The stockholder's
notice of nomination must contain all information relating to the nominee which
is required to be disclosed by the Company's Bylaws and by the Exchange Act. The
Nominating Committee met on July 10, 1996.

EMPLOYEE COMPENSATION AND BENEFITS COMMITTEE. The Employee Compensation and
Benefits Committee of the Company consists of Messrs. Burwell, Dingle, Morris,
Nichols and Rinehart. The committee meets to establish compensation and benefits
for the executive officers and to review the incentive compensation programs
when necessary. The committee is also responsible for all matters regarding
compensation and benefits, hiring, termination and affirmative action issues for
other officers and employees of the Company and the Bank. The Employee
Compensation and Benefits Committee met three times in fiscal 1996.

DIRECTORS' COMPENSATION

DIRECTORS' FEES. Currently, all directors of the Bank except the Chairman
of the Board and Mr. Rinehart receive a retainer of $2,825 per month. The
Chairman of the Board receives a monthly retainer of $3,165 and a monthly car
allowance of $825. Mr. Rinehart does not receive any additional compensation for
serving as a director. No committee meeting fees are paid by the Bank. Until
May, 1995, directors of the service companies received a fee of $750 per quarter
for service on the Board of Directors of the service companies. No fees are
currently being paid to the directors for service on the Board of Directors of
the service companies. The directors of the Company, except for Mr. Rinehart,
receive a retainer of $5,000 per year for service on the Board of Directors of
the Company. No committee meeting fees are paid by the Company.

DIRECTOR RETIREMENT PLAN. The Bank maintains the Pomona First Federal Bank
& Trust Directors' Retirement Plan (the "Directors' Retirement Plan"). The
Directors' Retirement Plan is frozen, in that no new benefits are accruing under
the Plan effective December 31, 1995. The Directors' Retirement Plan provides
that, upon retirement, retiring directors are eligible to receive an annual
benefit equal to 70% of the retiring directors' annualized final earnings based
on monthly board compensation as of December 31, 1995 (reduced by one one
hundred and twentieth (1/120) for each month of service less than 120) which
shall continue to be paid for

at least 10 years and over the lifetime of the director thereafter. All
directors are currently credited with 120 months of service under the plan
except for Mr. Nichols who has been credited with 60 months of service. Mr.
Rinehart does not participate in the plan. Benefits may not start until the
director reaches age 65. The Directors' Retirement Plan provides that in the
event of a participant's death prior to payment of all benefits due to the
participant under the plan, the remaining benefits are to be paid to the
beneficiary or beneficiaries designated by the participant or, if no such
designation had been made, to the estate of the participant.

DIRECTORS' DEFERRED COMPENSATION PLAN. The Bank provides a non-qualified
plan which offers directors the opportunity to defer compensation through a
reduction in fees and then receipt of a benefit upon retirement. The primary
form of benefit is 120 monthly installment payments of the account balance. Such
balance shall equal the amount of the deferrals and interest thereon. Other
actuarially equivalent payout schedules including a lump sum payout are
available with certain restrictions. Prior to March 1996, deferrals had been
credited with an interest rate equal to the highest interest rate paid on a
designated date to depositors of the Bank. The plan has been amended to allow
for an alternative choice whereby deferrals may be credited with investment
earnings or losses equivalent to that of the Common Stock issued in connection
with the Company's initial public offering ("Common Stock Rate"). Previous
deferrals, as well as future deferrals, may be credited with the Common Stock
Rate as of the initial public offering. The Bank established an irrevocable
grantor trust ("rabbi trust") to hold the assets of the Bank that are intended
to be used to satisfy the Bank's obligation with respect to benefits payable
under the Deferred Compensation Plan. Assets of the rabbi trust are subject to
the claims of creditors of the Bank solely in the event of the Bank's insolvency
thereby foregoing any tax consequences to participants until assets are
distributed to participants.

INCENTIVE PLAN. The Company is presenting to stockholders for approval the
Incentive Plan, under which all directors who are not also employees of the
Company or the Bank are eligible to receive awards. See Proposal 2 for a summary
of the material terms of the Incentive Plan.

EXECUTIVE COMPENSATION

The report of the Compensation Committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except as to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. Under rules
established by the Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information in regard to the compensation
and benefits provided to the Company's Chief Executive Officer and other
executive officers of the Company or the Bank. The disclosure requirements for
the Chief Executive Officer and other executive officers include the use of
tables and a report explaining the rationale and considerations that led to
fundamental compensation

decisions affecting those individuals. In fulfillment of this requirement, the
Employee Compensation and Benefits Committee of the Board of Directors of the
Company, at the direction of the Board of Directors, has prepared the following
report for inclusion in this Proxy Statement.

The Bank and the Company have begun a process to revise current executive
compensation policies to reflect the status of the Company as a public company
and to assure competitive compensation levels. It is currently intended that the
new policies will incorporate financial results of the Company and the
performance of the Company's stock.

HISTORICAL APPROACH. Historically, executive compensation has been reviewed
annually by the Bank's Compensation, Pension and Personnel Practices Committee
(the "Committee"). The Committee utilized various sources of compensation
information upon which to base their decisions. Compensation information
included compensation surveys, utilization of consultants and peer group
analysis.

The Bank participated in a number of salary surveys to obtain current data.
For the year ended March 31, 1996, the salary surveys utilized were: The Nash
Survey - Fourth Annual Board of Directors and Executive Compensation, California
Banks and Savings and Loans Survey, Western Management Group Survey, KPMG -
Executive Compensation and Benefits Survey, SNL Executive Compensation Review
1996, Cole Executive Compensation Survey and BAI Key Executive Compensation
Survey.

The Bank utilizes a merit pay system to determine pay increases. The range
of percentage increases has been the same throughout the Bank - whether at the
executive, management or employee level.

Historically, the Committee has focused on the salary and pay adjustments
for the President and Chief Executive Officer. The President and CEO has focused
on the salary and pay adjustments of the remainder of the Executive Committee.
In recent years, the Board has more fully reviewed the total compensation
package of the entire Executive Committee.

In reviewing the compensation package for the Executive Committee, the
Committee considers a number of factors including asset size, earnings, type of
operations, corporate structure, geographic locations and budget considerations.
As a result, the Committee is provided with relevant, timely and reliable data
with which to make recommendations to the Board of Directors regarding
compensation.

COMPENSATION POLICIES. The Committee has established the following goals as
incentives in setting Executive Compensation, including benefits:

. to target base salaries at a competitive average;
. to reward the achievement of the Bank's annual and long term strategic
goals;
. to retain executive officers by offering a full range of benefits
available at a competitive level to other executives of savings
institutions;

. to provide additional motivation for the executive officers to enhance
stockholder value by linking a portion of the compensation package to
the performance of the Company's stock.

COMPONENTS OF SALARY. Compensation is defined as cash or non-cash
remuneration in the form of salary, bonus, profit sharing, deferred
compensation, auto allowance, 401(k) employer match contribution, Supplemental
Executive Retirement Plan ("SERP") payments, ESOP allocations, stock grants and
options, and any other type of remuneration deemed by the Board to be
appropriate.

During the years ended March 31, 1995 and 1996, there were no bonus or
profit sharing payouts. The amount of benefits provided by the 401(k) and ESOP
are determined, or will be determined, solely by the participant's level of
compensation under the guidelines set forth in such plans. Two key benefit plans
were also frozen and no additional benefits will accrue thereunder effective
December 31, 1995. These two frozen plans were the Defined Benefit Retirement
Plan (covering all eligible employees) and the SERP (applicable to the Executive
Committee of Management). It is the intent of the Committee to consider the
feasibility of a cash bonus plan for implementation sometime in future years.

INCENTIVE PLAN. The Company is presenting to stockholders for approval the
Incentive Plan, under which all members of the Bank's Executive Committee of
Management are eligible to participate. See Proposal 2 for a summary of the
material terms of the Incentive Plan.

CHIEF EXECUTIVE OFFICER. The Chief Executive Officer was evaluated for the
successful level of the Bank's operational and administrative changes during
fiscal 1996 taking into account both subjective performance criteria and certain
objective performance measures. The objective performance measures evaluated by
the Committee in determining the compensation of the Chief Executive Officer
included the reduction in the amount of non-performing assets, the completion of
the plan of conversion from the mutual to stock form of organization, the
creation and execution of a revised strategic business plan developed in
conjunction with the plan of conversion and the operation of the Bank in a safe
and sound manner.

Although certain quantitative and qualitative factors were reviewed to
determine the Chief Executive Officer's compensation (as well as that of the
entire Executive Committee of Management), no specific formula was utilized in
the Committee's decisions nor did the Committee establish a direct link between
salary levels and the Bank's performance.

The goal of the above referenced compensation policies, as implemented by
the Committee, is to be certain that all Executives are compensated consistent
with the above guidelines. Compensation levels will be reviewed as frequently as
necessary to ensure this result.

THE EMPLOYEE COMPENSATION AND BENEFITS COMMITTEE

Robert W. Burwell Robert D. Nichols
William T. Dingle Larry M. Rinehart
Curtis W. Morris

STOCK PERFORMANCE GRAPH. The following graph shows a comparison of
cumulative total stockholder return on the Company's Common Stock based on the
market price of the Common Stock with the cumulative total return of companies
on the Nasdaq Stock Market (U.S.) Index and Nasdaq Bank Stocks for the period
beginning on March 29, 1996 the day the Company's Common Stock began trading,
through July 31, 1996. The graph was derived from a very limited period of time,
and reflects the market's reaction to the initial public offering of the Common
Stock and, as a result, may not be indicative of possible future performance of
the Company's Common Stock.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG PFF BANCORP, INC., NASDAQ STOCK MARKET (U.S.) AND NASDAQ BANK STOCKS

[PERFORMANCE GRAPH APPEARS HERE]

NASDAQ
STOCK NASDAQ
Measurement Period PFF MARKET BANK
(Fiscal Year Covered) BANCORP, INC. (U.S.) STOCKS
- --------------------- ------------- ------ ------

Measurement Pt- 3/29/96 $100.00 $100.00 $100.00
FYE 4/30/96 $115.00 $106.30 $ 99.50
FYE 5/31/96 $110.00 $113.30 $101.20
FYE 6/28/96 $111.25 $108.20 $101.70
FYE 7/31/96 $110.00 $ 98.60 $100.40

Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that included all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all the series was set to $100.00 on 3/29/96. PFF's
index level was set using the $10.00 initial public offering price.

SUMMARY COMPENSATION TABLE. The following table shows, for the years ended
March 31, 1996 and 1995, the cash compensation paid by the Bank, as well as
certain other compensation paid or accrued for those years, to the Chief
Executive Officer and the four highest paid executive officers of the Bank who
received compensation in excess of $100,000 ("Named Executive Officers").

Long Term Compensation
-------------------------------------------------------
Annual Compensation(1) Awards Payouts
--------------------------------------------------------------------------
Other Restricted Securities All
Annual Stock Underlying LTIP Other
Name and Principal Salary Bonus Compensation Awards Options/SARs Payouts Compensation
Position Year ($) ($) ($)(2) ($)(3) (#)(4) ($)(5) ($)(6)
- -----------------------------------------------------------------------------------------------------------------------------

Larry M. Rinehart, 1996 $226,211 - - - - - $44,747
President and Chief 1995 206,261 - - - - - 46,438
Executive Officer

Kevin McCarthy 1996 $143,943 - - - - - $32,437
Executive Vice 1995 100,908 - - - - - 19,870
President, Director of
Operations

Gregory C. Talbott 1996 $148,128 - - - - - $28,452
Senior Vice President, 1995 136,392 - - - - - 24,649
Chief Financial Officer
and Treasurer

Gilbert F. Smith 1996 $124,740 - - - - - $25,489
Senior Vice President, 1995 114,538 - - - - - 25,105
General Counsel

Melba L. Carlton 1996 $119,194 - - - - - $31,278
Senior Vice President, 1995 108,835 - - - - - 20,649
Retail Banking
Administrator

- ------------------------
(1) Under Annual Compensation, the column titled "Salary" includes amounts
deferred by the Named Executive Officer pursuant to the Bank's 401(k) Plan,
as hereinafter defined, pursuant to which employees may defer up to 15% of
their compensation and executive officers may defer up to 6% of their
compensation, up to the maximum limits under the Code.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus for the last year, (b) payments of
above-market preferential earnings on deferred compensation, (c) payments
of earnings with respect to long-term incentive plans prior to settlement
or maturation, (d) tax payment reimbursements, or (e) preferential
discounts on stock. For 1996 and 1995, the Bank had no restricted stock or
stock related plans in existence.
(3) Does not include awards intended to be granted pursuant to the Incentive
Plan which is subject to stockholder approval, as such awards were not
earned, vested or granted in fiscal 1996 or 1995. For a discussion of the
awards expected to be granted under the Incentive Plan, see "Proposal 2."
(4) Does not include options intended to be granted pursuant to the Incentive
Plan which is subject to stockholder approval, as such options were not
earned or granted in fiscal 1996 or 1995. For a discussion of the proposed
terms of the grants and vesting of options, see "Proposal 2."
(5) For fiscal 1996 and 1995, the Bank had no long-term incentive plans in
existence. Accordingly, there were no payments or awards under any long-
term incentive plan.
(6) Includes life insurance premiums paid by the Bank for the benefit of the
Named Executive Officer under the Bank's executive life insurance program,
and employer contributions to the Bank's 401(k) Plan. Also includes
payments for auto allowances, unused vacation and rideshare payouts.

EMPLOYMENT AGREEMENTS

The Bank and the Company have entered into employment agreements with
Messrs. Rinehart and McCarthy, (individually, the "Executive"). The employment
agreements are intended to ensure that the Bank and the Company will be able to
maintain a stable and competent management base. The continued success of the
Bank and the Company depends to a significant degree on the skills and
competence of Messrs. Rinehart and McCarthy.

The employment agreements provide for a three-year term for Messrs.
Rinehart and McCarthy. The Bank employment agreements provide that, commencing
on the first anniversary date and continuing each anniversary date thereafter,
the Board of Directors of the Bank may extend the agreement for an additional
year so that the remaining term shall be three years, unless written notice of
non-renewal is given by the Board of Directors of the Bank after conducting a
performance evaluation of the Executive. The terms of the Company employment
agreements shall be extended on a daily basis unless written notice of non-
renewal is given by the Board of Directors of the Company. The agreements
provide that the Executive's base salary will be reviewed annually. The current
base salaries for Messrs. Rinehart and McCarthy are $238,164 and $156,000,
respectively. In addition to the base salary, the agreements provide for, among
other things, participation in stock benefit plans and other fringe benefits
applicable to executive personnel.

The agreements provide for termination by the Bank or the Company for cause
as defined in the agreements at any time. In the event the Bank or the Company
chooses to terminate the Executive's employment for reasons other than for
cause, or in the event of the Executive's resignation from the Bank and the
Company upon: (i) failure to re-elect the Executive to his current office(s);
(ii) a material change in the Executive's functions, duties or responsibilities;
(iii) a relocation of the Executive's principal place of employment by more than
25 miles; (iv) a material reduction in the benefits and perquisites to the
Executive; (v) liquidation or dissolution of the Bank or the Company; or (vi) a
breach of the agreement by the Bank or the Company, the Executive or, in the
event of the Executive's subsequent death, his beneficiary, would be entitled to
receive an amount equal to the remaining base salary payments due to the
Executive and the contributions that would have been made on the Executive's
behalf to any employee benefit plans of the Bank or the Company during the
remaining term of the agreement provided, however, that the payment shall not,
in the aggregate, exceed three times the average of the Executive's five
preceding taxable years' annual compensation. The Bank and the Company would
also continue and pay for the Executive's life, health and disability coverage
for the remaining term of the agreement.

Under the agreements, if voluntary or involuntary termination follows a
change in control of the Bank or the Company (as defined in the Employment
Agreement), the Executive or, in the event of the Executive's death, his
beneficiary, would be entitled to a severance payment equal to the greater of:
(i) the payments due for the remaining term of the agreement; or (ii) three
times the average of the five preceding taxable years' annual compensation. The
Bank and the Company would also continue the Executive's life, health, and
disability coverage for thirty-six months. Notwithstanding that both agreements
provide for a severance payment in the event of

a change in control, the Executive would only be entitled to receive a severance
payment under one agreement.

Payments under the agreements in the event of a change in control may
constitute an excess parachute payment under Section 280G of the Internal
Revenue Code (the "Code") for executive officers, resulting in the imposition of
an excise tax on the recipient and denial of the deduction for such excess
amounts to the Company and the Bank. Under the Company's agreements, if such
payment constitutes an excess parachute payment under Section 280G of the Code,
the executive officer will receive a benefit under the agreement equal to the
greater of (i) the total benefits payable under the agreement taking into
account the state and federal income and excise taxes on such amounts or (ii)
the amount that is one dollar less than the triggering amount for the imposition
of the excise tax under Section 280G.

Payments to the Executive under the Bank's agreement will be guaranteed by
the Company in the event that payments or benefits are not paid by the Bank.
Payment under the Company's agreement would be made by the Company. All
reasonable costs and legal fees paid or incurred by the Executive pursuant to
any dispute or question of interpretation relating to the Agreements shall be
paid by the Bank or Company, respectively, if the Executive is successful
pursuant to a legal judgment, arbitration or settlement. The employment
agreements also provide that the Bank and Company shall indemnify the Executive
to the fullest extent allowable under federal and Delaware law, respectively.

TERMINATION AND CHANGE IN CONTROL AGREEMENTS.

The Bank has entered into two-year termination and change in control
agreements ("CIC Agreement") with Messrs. Talbott, Smith, Golish and Groene and
Ms. Lemons and Carlton. Commencing on the first anniversary date and continuing
on each anniversary thereafter, the Bank's CIC Agreements may be renewed by the
Board of Directors for an additional year. The Company has entered into a two-
year CIC Agreement with Mr. Talbott similar to the Bank's CIC Agreement except
that the term of the Company's CIC Agreement shall be extended on a daily basis.
The CIC Agreements provide that in the event voluntary or involuntary
termination follows a change in control of the Bank or the Company, the officer
or, in the event of death, his beneficiary, would be entitled to receive a
severance payment equal to two times the officer's average annual compensation
for the five (two in the case of the Company's CIC Agreement) years preceding
termination subject to the limitation that such payment not exceed three times
the officer's average annual compensation of the previous five years (the
Company's CIC Agreement has no such limitation). The Bank would also continue,
and pay for, the officer's life, health and disability coverage for a period of
twenty-four (24) months from the date of termination. Payments to the officer
under the Bank's CIC Agreements will be guaranteed by the Company in the event
that payments or benefits are not paid by the Bank. The CIC Agreements also
provide for a severance payment in the event of an involuntary termination of
the officer by the Bank other than in a change in control, except for cause. The
severance payment is a sum equal to twenty-six weeks of base salary for each
three years of service up to a maximum of one-hundred and four weeks and is
conditioned on the officer releasing the Bank from any causes of action against
the Bank or the Company arising during any period of

employment from the employment relationship, other than claims under the various
employee benefit plans of the Bank and the Company.

INCENTIVE PLAN. The Company is presenting to stockholders for approval the
Incentive Plan under which all employees of the Company and the Bank are
eligible to receive awards. See Proposal 2 for a summary of the material terms
of the Incentive Plan.

RETIREMENT PLAN. The Bank maintains a defined benefit plan (the "Retirement
Plan") for certain salaried employees who have attained the age of 21 and have
completed one year of service and are classified as a benefitted employee prior
to December 31, 1995. Effective December 31, 1995, the Retirement Plan was
frozen and Participants ceased the accrual of additional benefits under the
Retirement Plan although vesting will continue according to the terms of the
Retirement Plan. After December 31, 1995 no new Participants entered the
Retirement Plan. The Retirement Plan is designed to comply with the requirements
under Section 401(a) of the Code.

The Retirement Plan provides for a monthly benefit to the employee upon
retirement at the age of 65, or if later, the fifth anniversary of the
employee's initial participation in the Retirement Plan ("Normal Retirement
Age"). The Retirement Plan also provides for a monthly benefit upon the
Participant's death, disability and early retirement. Early retirement is
conditioned upon the attainment of the age of 55, and the completion by the
Participant of 15 years of service. No new accrual of years of service will
occur after December 31, 1995. Benefits under the Plan are determined taking
into account the participant's final average earnings, social security benefits
and years of credited service under the Retirement Plan as of December 31, 1995.

The following table sets forth the estimated annual benefits payable upon
retirement at age 65 in the year ended December 31, 1995, expressed in the form
of a single life annuity, for the final average salary and benefit service
classifications specified.

Pomona First Federal Bank & Trust Employee Pension Plan
---------------------------------------------------------
Years of Service
Final Average ---------------------------------------------------------
Compensation 15 20 25 30 35
- ------------- ------ ------ ------ ------ ------

50,000 13,598 18,130 22,663 22,663 22,663
100,000 29,723 39,630 49,538 49,538 49,538
150,000 45,848 61,130 76,413 76,413 76,413
200,000 45,848 61,130 76,413 76,413 76,413
250,000 45,848 61,130 76,413 76,413 76,413
300,000 45,848 61,130 76,413 76,413 76,413
350,000 45,848 61,130 76,413 76,413 76,413
400,000 45,848 61,130 76,413 76,413 76,413

Compensation under the Retirement Income Plan includes all regular pay,
overtime and regular bonuses. The benefit amounts listed above were computed on
a single life annuity basis, which is the normal form under the plan.

The approximate years of service, as of January 1, 1996 for the Named
Executive Officers are as follows:

Name Service
---- -------
Years Months
----- ------

Larry M. Rinehart 18 3
Kevin McCarthy 18 -
Gregory C. Talbott 8 7
Gilbert F. Smith 24 2
Melba L. Carlton 29 8

The freezing of accrued benefits on December 31, 1995 results in no
additional service for purposes of benefit determination being accrued for the
named executive officer.

EMPLOYEE DEFERRED COMPENSATION PLAN. The Bank provides a non-qualified plan
which offers eligible officers the opportunity to defer compensation through a
reduction in salary and then receipt of a benefit upon retirement. The benefit
is payable at normal retirement (age 65) or actual retirement but no later than
age 70, or alternatively upon termination if termination occurs earlier other
than due to disability. The primary form of benefit is 120 monthly installment
payments of the account balance. Such balance shall equal the amount of the
deferrals and interest thereon. Other actuarially equivalent payout schedules
including a lump sum payout are available with certain restrictions. Subject to
the election of each Participant, deferrals are credited with an interest rate
equal to the highest interest rate paid on a designated date to depositors of
the Bank or with investment earnings or losses equivalent to that of the
Company's Common Stock. The Bank has established an irrevocable grantor trust
("rabbi trust") to hold the Bank's assets that are intended to be used to
satisfy the Bank's obligations with respect to benefits payable under the
Employee Deferred Compensation Plan. Assets of the rabbi trust are subject to
the claims of creditors solely in the event of the Bank's insolvency, thereby
foregoing any tax consequences to participants until assets are distributed to
participants.

CAPITAL ACCUMULATION PLAN FOR EMPLOYEES OF POMONA FIRST FEDERAL BANK &
TRUST. The Bank maintains the Capital Accumulation Plan for Employees of Pomona
First Federal Bank & Trust (the "401(k) Plan"), designed to be qualified under
Section 401(k) of the Code. The 401(k) Plan covers all benefitted employees of
the Bank. An employee is eligible to participate in the 401(k) Plan following
the attainment of age 21 and the completion of six months of service with the
Bank. Under the 401(k) Plan, subject to the limitations imposed under Section
401(k) and Section 415 of the Code, a participant may elect to defer not less
than 1% nor more than 15% of his compensation by directing the Bank to
contribute such amount to the 401(k) Plan on such employee's behalf in lieu of
direct payment to the participant. The Bank currently makes

matching contributions applicable to its 401(k) Plan equal to 50% of the
participant's annual contribution limited to a maximum of 3% of each
Participant's compensation. The Board reviews the match on an annual basis. The
employer matching contribution will be made in the form of PFF Bancorp Common
Stock. However, participants are free to reallocate such contributions among the
other 401(k) Plan investment options. "Compensation" for purposes of the 401(k)
Plan is defined as a participant's compensation from the Bank as reported
annually on the Form W-2, including contributions to the 401(k) Plan by the
employee, and contributions made by the Bank to any other pension, insurance,
welfare or any other employee benefit plan. Under the 401(k) Plan, a separate
account is established for each participant. Participants are always 100% vested
in their contributions and in the earnings thereon. Participants in the 401(k)
Plan become vested at the rate of 25%, 50% and 100% following the third, fourth
and fifth years of service, respectively, in employer contributions and earnings
thereon. Participants will become 100% vested in the employer contributions and
earnings thereon in the event of death, disability or attainment of age 65 while
employed by the Bank. The 401(k) Plan provides for in-service hardship
distributions of elective deferrals. Distributions from the 401(k) Plan may be
made upon termination of service in a lump sum payment.

The 401(k) Plan offers six investment options to participants, including an
Employer Stock Fund. The 401(k) Plan permits participants to direct that all or
a portion of their account be invested in such funds. All assets of the 401(k)
Plan are held in trust by an independent corporate trustee. Each participant who
directs the trustee to invest all or part of his account in the Employer Stock
Fund will have assets in his account applied to the purchase of shares of the
Company's Common Stock.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Bank maintains a non-qualified
Supplemental Executive Retirement Plan to provide certain officers and highly
compensated employees with additional retirement benefits. The SERP reflects the
freezing of the Pension Plan as of December 31, 1995. The benefits provided
under the SERP are directly related to those provided under these three
qualified employee benefit plans sponsored by the Bank, namely the ESOP, the
401(k) Plan and the Pension Plan. With respect to the Pension Plan, the SERP
provides a benefit equal to the present value of the previous SERP benefit
accrued as of December 31, 1995, credited with the same interest rates as
provided under the Employee Deferred Compensation Plan described above. No
additional contributions will be made by the Bank to provide this benefit, as
this portion of the SERP is only a deferral mechanism (with interest) of the
frozen Pension Plan benefit. The SERP also provides a benefit equal to the
difference between (i) the benefits which would have been provided by employer
contributions to the 401(k) Plan and the ESOP if such contributions and benefits
were calculated without the limitations imposed by the qualification rules of
the Code and (ii) the actual benefit provided under each plan. Benefits under
the SERP will be provided at retirement in the form of some combination of an
annuity, lump sum cash or stock distribution.

The Bank has established an irrevocable grantor's trust in connection with
the SERP. This trust is funded with contributions from the Bank for the purpose
of providing the benefits promised to the participants under the terms of the
SERP. The SERP participants have only the rights of unsecured creditors with
respect to the trust's assets, and will not recognize income with

respect to benefits provided by the SERP until such benefits are received by the
participants. The assets of the trust are subject to the claims of the Bank's
creditors solely in the event of the Bank's insolvency, thereby foregoing any
tax consequences to the participants until assets are distributed to
participants. Earnings on the trust's assets are taxable to the Bank. The
trustee may invest the trust's assets in the Company's stock.

EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. The Bank established an ESOP and
related trust for eligible employees effective March 28, 1996. Full-time
employees with the Bank as of January 1, 1996 and full-time employees of the
Company or the Bank employed after such date, who have been credited with at
least 1,000 hours during a twelve-month period and who have attained the age of
twenty-one became participants. The ESOP purchased 8% or 1,587,000 shares of the
Common Stock issued in the Conversion. In order to fund the ESOP's purchase of
the Common Stock, the ESOP borrowed funds from the Company equal to 100% of the
aggregate purchase price of the Common Stock. The loan will be repaid
principally from the Company's or the Bank's contribution's to the ESOP over a
period of ten years and the collateral for the loan will be the Common Stock
purchased by the ESOP.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

The Financial Institutions Reform, Recovery and Enforcement Act ("FIRREA")
requires that all loans or extensions of credit to executive officers and
directors must be made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
the general public and must not involve more than the normal risk of repayment
or present other unfavorable features. In addition, loans made to a director or
executive officer in excess of the greater of $25,000 or 5% of the Bank's
capital and surplus (up to a maximum of $500,000) must be approved in advance by
a majority of the disinterested members of the Board of Directors.

The Bank's policy provides that all loans made by the Bank to its executive
officers and directors be made in the ordinary course of business, on
substantially the same terms, including collateral, as those prevailing at the
time for comparable transactions with other persons and may not involve more
than the normal risk of collectibility or present other unfavorable features.
Any loan made to an executive officer or director must be approved by the Board
of Directors prior to its being committed. The Bank offers to its other
employees loans which are made on substantially the same terms and conditions
offered to the general public except that other employees in good standing are
eligible to receive preferred interest rates on loans which are for the purpose
of purchasing, refinancing, constructing, adding to, improving, altering,
repairing, equipping, or furnishing their principal residence and are secured by
their principal residence; overdraft lines of credit; and loans on secured
reserve accounts. The preferred interest rate on a new loan will be determined
at the time of commitment and will be the Eleventh District Monthly Cost of
Funds Index that is most recently available plus the amount of the FDIC
Insurance premium charged to the Bank plus the margin specified for each type of
loan program. As of March 31, 1996, ten of the Bank's executive officers or
directors had a total of twelve loans outstanding, totalling $1.4 million in the
aggregate. Of the twelve loans currently outstanding to executive officers or
directors ten loans are receiving a preferred rate as described

above and are secured by the borrower's principal residence. The other two loans
to executive officers are not receiving a preferred rate. Six of the preferred
rate loans are to executive officers and were originated during the time they
were employees of the Bank and prior to their becoming an executive officer or
director. Four of the preferred rate loans are to directors and were originated
prior to FIRREA.

It is the policy of the Company that all transactions between the Company
and its executive officers, directors, holders of 10% or more of the shares of
any class of its common stock and affiliates thereof, contain terms no less
favorable to the Company than could have been obtained by it in arm's-length
negotiations with unaffiliated persons and are required to be approved by a
majority of independent outside directors of the Company not having any interest
in the transaction.

PROPOSAL 2. APPROVAL OF THE
PFF BANCORP, INC.
1996 INCENTIVE PLAN

The Board of Directors of the Company is presenting for stockholder
approval the PFF Bancorp, Inc. 1996 Incentive Plan ("Incentive Plan"), in the
form attached hereto as Exhibit A. The purpose of the Incentive Plan is to
attract and retain qualified personnel in key positions, provide officers, key
employees and non-employee directors with a proprietary interest in the Company
as an incentive to contribute to the success of the Company and reward key
employees for outstanding performance. The following is a summary of the
material terms of the Incentive Plan which is qualified in its entirety by the
complete provisions of the Incentive Plan document attached as Exhibit A.

GENERAL

The Incentive Plan authorizes the granting of options to purchase Common
Stock, option-related awards and awards of Common Stock (collectively,
"Awards"). Subject to certain adjustments to prevent dilution, the maximum
number of shares reserved for Awards under the Incentive Plan is 2,777,250
shares, which number is not in excess of 14% of the outstanding shares of the
Common Stock as of the effective date of the Incentive Plan. The maximum number
of shares reserved for purchase pursuant to the exercise of options and option-
related Awards granted under the Incentive Plan is 1,983,750, which number is
not in excess of the 10% of the outstanding shares of Common Stock as of the
effective date of the Incentive Plan. The maximum number of shares reserved for
award of Common Stock ("Stock Awards") is 793,500 shares, which number is not in
excess of 4% of the outstanding shares of Common Stock as of the effective date
of the Incentive Plan. All officers, other employees and Directors of the
Company and its affiliates, are eligible to receive Awards under the Incentive
Plan. The Incentive Plan will be administered by a Committee consisting of the
entire Board of Directors or consisting solely of two or more outside directors
(the "Committee"). Subject to the regulations of the Office of Thrift
Supervision ("OTS"), authorized but unissued shares or shares previously issued
and reacquired by the Company may be used to satisfy Awards under the

Incentive Plan, resulting in an increase in the number of shares outstanding,
which would have a dilutive effect on the holdings of existing stockholders.

AWARDS

TYPES OF AWARDS. The Incentive Plan authorizes the grant of Awards in the
form of (i) options to purchase the Company's Common Stock intended to qualify
as incentive stock options under Section 422 of the Code (options which afford
tax benefits to the recipients upon compliance with certain conditions and which
do not result in tax deductions to the Company) referred to as "Incentive Stock
Options"; (ii) options that do not so qualify (options which do not afford
income tax benefits to recipients, but which may provide tax deductions to the
Company) referred to as "Non-statutory Stock Options"; (iii) limited rights
(discussed below) which are exercisable only upon a change in control of the
Company (as defined in the Incentive Plan) ("Limited Rights"); (iv) dividend
equivalent rights (discussed below) which provide option holders with a cash
benefit in the event of the payment by the Company of an extraordinary dividend
(as defined in the Incentive Plan) to stockholders ("Dividend Equivalent
Rights"); (v) equitable adjustment rights (discussed below) which provide option
holders upon the payment of an extraordinary dividend the adjustment of the
number of shares and/or exercise price at the discretion of the Committee
("Equitable Adjustment Rights") and (vi) stock awards (discussed below) which
provide a grant of Common Stock which vests over time (which such vesting may be
contingent upon the attainment of stated performance goals).

OPTIONS. The Board of Directors intends to grant options for 1,900,613
shares (with Limited Rights and Dividend Equivalent Rights or Equitable
Adjustment Rights) under the Incentive Plan on the date of the Annual Meeting,
assuming the requisite stockholder approval is obtained, to employees and
directors, and options for 83,138 shares will be reserved for future grants to
employees and directors. All options granted to employees will be qualified as
Incentive Stock Options to the extent permitted under Section 422 of the Code.
Pursuant to the Incentive Plan, the Committee shall determine the date or dates
on which each stock option shall become exercisable; provided, however, under
the terms of the Incentive Plan any stock option granted prior to March 28, 1997
may not vest in annual installments of greater than 20% of the number of shares
underlying the options awarded commencing at least one year from the date of
grant, and the vesting of such options may not be accelerated except in the case
of death or disability. However, under the terms of the Incentive Plan, the
Committee may accelerate the vesting of options after March 28, 1997. After
March 28, 1997, the Committee intends to amend the options granted prior to
March 28, 1997 to accelerate the vesting of options in the event of a change in
control, see "New Plan Benefits" below. The exercise price of all Incentive
Stock Options must be 100% of the fair market value of the underlying Common
Stock at the time of grant, except as provided below. The exercise price may be
paid in cash or in Common Stock at the discretion of the Committee. See "Payout
Alternatives - Alternative Option Payments".

Incentive Stock Options may only be granted to employees. In order to
qualify as Incentive Stock Options under Section 422 of the Code, the exercise
price must not be less than 100% of the fair market value on the date of grant
and the term of the option may not exceed ten years from the date of grant.
Incentive Stock Options granted to any person who is the

beneficial owner of more than 10% of the outstanding voting stock may not be
exercised after the date that is five years from the date of grant and the
exercise price must be at least equal to 110% of the fair market value of the
underlying common stock on the date of grant.

Each member of the Board of Directors of the Company or Bank who is not an
officer or employee of the Company or the Bank and who is serving with the
Company or Bank as a Director on the date of the Annual Meeting will receive
Non-statutory Stock Options to purchase 76,516 shares of Common Stock. The
exercise price of each option shall equal the fair market value of the Common
Stock on the date the option is granted, which is intended to be the date of the
Annual Meeting.

TERMINATION OF EMPLOYMENT. Options granted under the Incentive Plan may be
exercised at such times as the Committee determines, but in no event shall an
option be exercisable more than ten years from the date of grant (or five years
from date of grant for a 10% owner). Unless otherwise determined by the
Committee, upon termination of an employee's services for any reason other than
death, disability or termination for cause, the Incentive Stock Options shall be
exercisable for a period of three months following termination and Non-Statutory
Stock Options shall be exercisable for a period of one year following
termination. The Committee in its discretion may determine the time frame in
which options may be exercised and may redesignate Incentive Stock Options as
Non-statutory Stock Options. Notwithstanding the foregoing, in the event of the
death or disability of the option holder, all options granted to employees
and/or directors will become fully vested and shall be exercisable for up to one
year thereafter. In the event of termination for cause, all rights to options
expire immediately.

LIMITED RIGHTS. Upon exercise of Limited Rights in the event of a change in
control of the Bank or the Company, the optionee will be entitled to receive a
lump sum cash payment equal to the difference between the exercise price of the
related option and the fair market value of the shares of Common Stock subject
to the option on the date of exercise of the right in lieu of purchasing the
stock underlying the option. Payments will be less any applicable tax
withholding required under the Incentive Plan.

DIVIDEND EQUIVALENT RIGHTS. Simultaneously with the grant of any option,
the Committee may grant a Dividend Equivalent Right with respect to all or some
of the shares covered by such option. The Dividend Equivalent Right provides the
employee with a separate cash benefit equal to 100% of the amount of any
extraordinary dividend declared by the Company on shares of Common Stock subject
to an option. Under the terms of the Incentive Plan, an extraordinary dividend
is any dividend paid on shares of Common Stock where the rate of the dividend
exceeds the Bank's weighted average cost of funds on interest-bearing
liabilities for the current and preceding three quarters. Upon the payment of an
extraordinary dividend, the holder of a Dividend Equivalent Right will receive
an amount of cash or some other payment as determined under the Incentive Plan,
equal to 100% of the extraordinary dividend paid on shares of Common Stock,
multiplied by the number of shares subject to the underlying option. Payments
shall be decreased by the amount of any applicable tax withholding prior to
distribution in accordance with the Incentive Plan. The Dividend Equivalent
Right is transferable only when the underlying option is transferable and under
the same conditions.

EQUITABLE ADJUSTMENT RIGHT. Simultaneously with the grant of any option, in
the alternative to a Dividend Equivalent Right, the Committee may grant an
Equitable Adjustment Right. Upon the payment of an extraordinary dividend as
described above, the Committee may adjust the number of shares and/or the
exercise price of the options underlying the Equitable Adjustment Right, as the
Committee deems appropriate.

OPTION GRANTS. It is currently intended that the options proposed to be
granted will include Equitable Adjustment Rights and options granted to
employees will also include Limited Rights. It is currently intended that the
options granted will be exercisable on a cumulative basis in equal installments
over five (5) years commencing one year from the date of grant; provided,
however, that all options will be immediately exercisable in the event the
optionee terminates employment due to death or disability. The exercise price of
all such options will be 100% of the fair market value of the underlying Common
Stock at the time of grant, which is intended to be the date of the Annual
Meeting. See "New Plan Benefits" below for information concerning options
intended to be granted under the Incentive Plan assuming stockholder approval.

As of September 6, 1996, the closing price per share of Common Stock, as
reported on the Nasdaq National Market was $11.625.

STOCK AWARDS. The Incentive Plan authorizes the granting of Stock Awards to
employees and directors. The Board of Directors intends to grant 746,745 shares
as Stock Awards under the Incentive Plan to employees and directors, on the date
of the Annual Meeting, assuming the requisite stockholder approval is obtained,
and 46,755 shares for Stock Awards will be reserved for future grants to
employees and directors. The Committee shall determine the dates on which Stock
Awards granted to an employee or a director will vest, provided, however, that
any Stock Award granted prior to March 28, 1997 may not vest at a rate greater
than 20% per year commencing at least one year from the date of grant, and the
vesting of any Stock Award may not be accelerated except in the case of death or
disability. However, under the terms of the Incentive Plan, the Committee may
accelerate the vesting of Stock Awards after March 28, 1997. After March 28,
1997, the Committee intends to amend the Stock Awards granted prior to March 28,
1997 to accelerate the vesting of Stock Awards in the event of a change in
control, see "New Plan Benefits" below. With respect to Stock Awards granted to
employees, the Incentive Plan provides that each Stock Award will be eligible to
vest in five equal annual installments. The first and second annual installments
will vest respectively on the first and second anniversary of the date of grant.
Twenty-five percent (25%) of the third, fourth and fifth annual installment will
vest on the third, fourth and fifth respective anniversary dates of the date of
grant. The remaining seventy-five percent (75%) of each of the third, fourth and
fifth annual installments will be subject to the attainment of performance goals
established by the Committee. This portion of each of the third, fourth and
fifth annual installments is referred to herein as the "Risk Pool". The shares
in the Risk Pool will vest if multilevel Performance Goals established by the
Committee, relating to the attainment of a target amount of earnings per share
on the Common Stock ("Performance Goal A"), are met. If, for the third and/or
fourth annual installment, a portion of shares in the Risk Pool do not vest
because some level of Performance Goal A was not met, such Stock Awards will
remain in the Risk Pool and will vest in the fourth and/or fifth

year if the Performance Goal A criteria are satisfied. If, at the end of the
fifth year, unvested Stock Awards remain in the Risk Pool, such Stock Awards
will be forfeited by the employees to whom they were granted and will be
available for new Stock Award grants by the Committee.

Notwithstanding, in a fiscal year, if no Stock Awards in the Risk Pool vest
because no level of Performance Goal A was met, then a portion of such Stock
Awards may vest to the employees if, for such year, the Company's earnings per
share, when measured as a percentage of fair market value, is within a stated
percentage of the earnings per share (also measured as a percentage of fair
market value) of the common stock of a peer group of institutions selected by
the Committee. If the Company's earnings per share (as a percentage) is at or
above the 66th but below the 75th percentile of the peer group, twenty-five
percent (25%) of the Stock Awards in the Risk Pool will vest. If the Company's
earnings per share are at or above the 75th percentile of the peer group, then
fifty percent (50%) of the Stock Awards in the Risk Pool will vest. All Stock
Award grants to Outside Directors will immediately vest upon termination of
service due to death or disability. All Stock Awards to employees, other than
those Stock Awards subject to the Risk Pool, will vest immediately upon
termination of employment due to death or disability. Upon the employee's
termination due to death or disability, those Stock Awards subject to the Risk
Pool will only vest if, and to the extent, that all the Stock Awards in the Risk
Pool vest. All rights to Stock Awards will terminate immediately in the event
that the employee or director is terminated due to cause.

Stock Awards are generally non-transferable and non-assignable as provided
in the Incentive Plan. When plan shares are distributed in accordance with the
Incentive Plan, the recipients will also receive amounts equal to accumulated
cash and stock dividends (if any) with respect thereto plus earnings thereon
minus any required tax withholding amounts. Prior to vesting, recipients of
Stock Awards may direct the voting of shares of Common Stock granted to them and
held in the trust. Shares of Common Stock held by the Incentive Plan trust which
have not been allocated or for which voting has not been directed are voted by
the trustee in the same proportion as the awarded shares are voted in accordance
with the directions given by all recipients of Stock Awards.

TAX TREATMENT

STOCK OPTIONS. An optionee will generally not be deemed to have recognized
taxable income upon grant or exercise of any Incentive Stock Option, provided
that shares transferred in connection with the exercise are not disposed of by
the optionee for at least one year after the date the shares are transferred in
connection with the exercise of the option and two years after the date of grant
of the option. If the holding periods are satisfied, upon disposal of the
shares, the aggregate difference between the per share option exercise price and
the fair market value of the Common Stock is recognized as income taxable at
long term capital gains rates. No compensation deduction may be taken by the
Company as a result of the grant or exercise of Incentive Stock Options,
assuming these holding periods are met.

In the case of the exercise of a Non-statutory Stock Option, an optionee
will be deemed to have received ordinary income upon exercise of the stock
option in an amount equal to the

aggregate amount by which the per share exercise price is exceeded by the fair
market value of the Common Stock. In the event that a Non-statutory Stock Option
is exercised during a period that would subject the optionee to liability under
Section 16(b) of the Exchange Act (i.e., within six months of the date of
grant), the optionee will not be deemed to have recognized income until such
period of liability has expired, unless the optionee makes a Section 83(b)
election under the Code. In the event shares received through the exercise of an
Incentive Stock Option are disposed of prior to the satisfaction of the holding
periods (a "disqualifying disposition"), the exercise of the option will be
treated as the exercise of a Non-statutory Stock Option, except that the
optionee will recognize the ordinary income for the year in which the
disqualifying disposition occurs. The amount of any ordinary income deemed to
have been received by an optionee upon the exercise of a Non-statutory Stock
Option or due to a disqualifying disposition will be a deductible expense of the
Company for tax purposes.

In the case of Limited Rights, upon exercise, the option holder would have
to include the amount paid to him upon exercise in his gross income for federal
income tax purposes in the year in which the payment is made and the Company
would be entitled to a deduction for federal income tax purposes of the amount
paid. Equitable Adjustment Rights have the same tax treatment as other Non-
statutory Stock Options. The employee will recognize taxable income for the
amount of cash received under the Dividend Equivalent Right for the year such
amounts are paid. The Company may take a compensation deduction for such amount.

STOCK AWARDS. When shares of Common Stock, as Stock Awards, are
distributed, the recipient is deemed to receive ordinary income equal to the
fair market value of such shares plus any dividends and earnings on such shares
at the date of distribution (provided such date is more than six months after
the date of grant), and the Company is permitted a commensurate compensation
expense deduction for income tax purposes.

PAYOUT ALTERNATIVES

The Committee has the sole discretion to determine what form of payment it
shall use in distributing payments for all Awards. If the Committee requests any
or all participants to make an election as to form of payment, it shall not be
considered bound by the election. Any shares of Common Stock tendered in payment
of an obligation arising under the Incentive Plan shall be valued at the fair
market value of the Common Stock at the time of payment. The Committee may use
treasury stock, authorized but unissued stock or may direct the market purchase
of such Common Stock to satisfy its obligations under the Incentive Plan.

ALTERNATE OPTION PAYMENTS

The Committee also has the sole discretion to determine the form of payment
for the exercise of an option. The Committee may indicate acceptable forms in
the Award Agreement covering such options or may reserve its decision to the
time of exercise. No option is to be considered exercised until payment in full
is accepted by the Committee. The Committee may permit the following forms of
payment for options: (a) cash or certified check; (b) borrowed funds, to the
extent permitted by law; or (c) tender of previously acquired shares of Common

Stock. Any shares of Common Stock tendered in payment of the exercise price of
an option shall be valued at the Fair Market Value of the Common Stock on the
date prior to the date of exercise.

AMENDMENT

The Board of Directors may amend the Incentive Plan in any respect at any
time provided that an amendment, required to maintain incentive stock option
treatment for options intended to be Incentive Stock Options, will be approved
by stockholders.

ADJUSTMENTS

In the event of any change in the outstanding shares of Common Stock of the
Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar corporate change, or other increase or decrease in such shares
without receipt or payment of consideration by the Company, the Committee will
make such adjustments to previously granted Awards, to prevent dilution or
enlargement of the rights of the Participants.

No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award. All awards under
this Incentive Plan shall be binding upon any successors or assigns of the
Company.

NONTRANSFERABILITY

Unless determined otherwise by the Committee, no award under the Incentive
Plan shall be transferable by the recipient other than by will or the laws of
intestate succession or pursuant to a qualified domestic relations order. With
the consent of the Committee, a Participant may designate a person or his or her
estate as beneficiary of any award to which the recipient would then be
entitled, in the event of the death of the Participant.

STOCKHOLDER APPROVAL

Pursuant to OTS regulations, the Incentive Plan may not be implemented
during the first year after the conversion of the Bank from the mutual to stock
form (the "Conversion") unless the affirmative vote of the holders of a majority
of the total votes eligible to be cast at this meeting is received. If such
approval is not obtained, but the Incentive Plan receives the affirmative vote
of a majority of the shares present at the meeting and eligible to be cast, the
Incentive Plan will not become effective at this time, but will become effective
following a period of one year after the Conversion without further stockholder
approval. The Board of Directors also may determine that the Incentive Plan
become effective one year after the Conversion if the Incentive Plan does not
receive the affirmative vote of a majority of the shares voted at this meeting.
In the absence of stockholder approval, the options under the Incentive Plan
would not qualify as incentive stock options under the Code.

UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
CARD, IF EXECUTED AND RETURNED, WILL BE VOTED "FOR" THE APPROVAL OF THE PFF
BANCORP, INC. 1996 INCENTIVE PLAN.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE
PFF BANCORP, INC. 1996 INCENTIVE PLAN.

NEW PLAN BENEFITS

The New Plan Benefits table below provides certain information with respect
to all awards which will be granted, assuming stockholder approval is obtained,
under the Incentive Plan, specifying the amounts to be granted to the named
executive officers and directors individually, all current executive officers as
a group, all current directors who are not executive officers as a group, and
all employees, including all current officers who are not executive officers, as
a group.

All awards granted to the officers and directors of the Company and the
Bank reflected in the table below become exercisable in accordance with the
disclosure under Proposal 2 and as described in the Plan. On or after March 28,
1997, the Committee intends to amend the awards reflected below to provide for
acceleration of the vesting of such awards upon a change in control of the
Company or the Bank (as defined in the Incentive Plan). A change in control will
be generally defined to occur when a person or group of persons acting in
concert acquires beneficial ownership of 20% or more of any class of equity
security, such as the Common Stock of the Company or the Bank, or in the event
of a tender offer or exchange offer, merger or other form of business
combination, sale of assets or contested election of directors which results in
a change in control of a majority of the incumbent Board of Directors of the
Company or the Bank.

NEW PLAN BENEFITS

STOCK OPTION AWARDS STOCK AWARDS
------------------------ ----------------------------
DOLLAR NUMBER DOLLAR NUMBER
NAME AND POSITION VALUE (1) OF UNITS(2) VALUE (3) OF UNITS(2)
--------- ----------- --------- -----------

Larry M. Rinehart, President - 375,000 $1,743,750 150,000
and Chief Executive Officer of the
Company and the Bank

Kevin McCarthy, Executive Vice President of - 200,000 1,046,250 90,000
the Company and Executive Vice President,
Director of Operations of the Bank

Gregory C. Talbott, Senior Vice President, - 170,000 930,000 80,000
Chief Financial Officer and Treasurer of the
Company and the Bank

Gilbert F. Smith, Senior Vice President, - 96,000 494,063 42,500
General Counsel of the Bank

Melba L. Carlton, Senior Vice President, - 96,000 494,063 42,500
Retail Banking Administrator of the Bank

All current executive officers as a group - 1,225,000 6,190,313 532,500
(8 persons)

All current directors of the Company - 535,613 2,490,598 214,245
and Bank (who are not executive
officers) as a group (7 persons)

All employees (who are not executive - 140,000 - -
officers) as a group (69 persons)

- ------------------------
(1) The "dollar value" for options to be granted pursuant to the Incentive Plan
on the date of grant will be zero, as the exercise price for such options
will be the fair market value on the date of grant which is intended to be
the date stockholder approval is obtained.
(2) 83,138 Stock Option Awards and 46,755 Stock Awards remain unallocated under
the Incentive Plan.
(3) Based upon $11.625, the closing price of the Common Stock, as reported on
the Nasdaq Stock Market on September 6, 1996.

PROPOSAL 4. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Company's independent auditors for the fiscal year ended March 31, 1996
were KPMG Peat Marwick LLP. The Company's Board of Directors has reappointed
KPMG Peat Marwick LLP to continue as independent auditors for the Bank and the
Company for the year ending March 31, 1997, subject to ratification of such
appointment by the shareholders.

Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting. They will be given an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
stockholders present at the Annual Meeting.

UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
CARD WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP
AS THE INDEPENDENT AUDITORS OF THE COMPANY.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.

ADDITIONAL INFORMATION

SHAREHOLDER PROPOSALS

To be considered for inclusion in the Company's proxy statement and form of
proxy relating to the 1997 Annual Meeting of Stockholders, which has been
scheduled to be held on August 27, 1997, a stockholder proposal must be received
by the Secretary of the Company at the address set forth on the Notice of Annual
Meeting of Stockholders not later than March 24, 1997. If such annual meeting is
held on a date more than 30 calendar days from August 27, 1997, a stockholder
proposal must be received by a reasonable time before the proxy solicitation for
such annual meeting is made. Any such proposal will be subject to 17 C.F.R. (S)
240.14a-8 of the Rules and Regulations under the Exchange Act.

NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING

The bylaws of the Company provide an advance notice procedure for a
stockholder to properly bring business before an Annual Meeting. The stockholder
must give written advance notice to the Secretary of the Company not less than
ninety (90) days before the date originally fixed for such meeting; provided,
however, that in the event that less than one hundred (100) days notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received not later than the close
of business on the tenth day following the date on which the Company's notice to
stockholders of the annual meeting date was mailed or such public disclosure was
made. The advance notice by stockholders must include the shareholder's name and
address, as they appear on the Company's record of stockholders, a brief
description of the proposed business, the reason for conducting such business at
the Annual Meeting, the class and number of shares of the Company's capital

stock that are beneficially owned by such stockholder and any material interest
of such stockholder in the proposed business. In the case of nominations to the
Board of Directors, certain information regarding the nominee must be provided.
Nothing in this paragraph shall be deemed to require the Company to include in
its proxy statement or the proxy relating to an annual meeting any stockholder
proposal which does not meet all of the requirements for inclusion established
by the SEC in effect at the time such proposal is received.

OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING

The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.

Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.

By Order of the Board of Directors

/s/ Carole F. Olson

Carole F. Olson
Secretary

Pomona, California
September 16, 1996

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.

EXHIBIT A

PFF BANCORP, INC.
1996 INCENTIVE PLAN

1. DEFINITIONS.
-----------

(a) "Affiliate" means (i) a member of a controlled group of corporations
of which the Holding Company is a member or (ii) an unincorporated trade or
business which is under common control with the Holding Company as determined in
accordance with Section 414(c) of the Internal Revenue Code of 1986, as amended,
(the "Code") and the regulations issued thereunder. For purposes hereof, a
"controlled group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to Section
1563(a)(4) and (e)(3)(C).

(b) "Alternate Option Payment Mechanism" refers to one of several methods
available to a Participant to fund the exercise of a stock option set out in
Section 13 hereof. These mechanisms include: broker assisted cashless exercise
and stock for stock exchange.

(c) "Award" means a grant of one or some combination of one or more Non-
statutory Stock Options, Incentive Stock Options and Stock Awards under the
provisions of this Plan.

(d) "Bank" means Pomona First Federal Bank & Trust.

(e) "Board of Directors" or "Board" means the board of directors of the
Holding Company.

(f) "Change in Control" means a change in control of the Bank or Holding
Company of a nature that; (i) would be required to be reported in response to
Item 1 of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); or (ii) results in a Change in Control within the
meaning of the Home Owners' Loan Act of 1933, as amended ("HOLA") and the Rules
and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its
predecessor agency), as in effect on the date hereof (provided, that in applying
the definition of change in control as set forth under such rules and
regulations the Board shall substitute its judgment for that of the OTS); or
(iii) without limitation such a Change in Control shall be deemed to have
occurred at such time as (A) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Bank or the Holding Company representing 20% or more of the Bank's or the
Holding Company's outstanding securities except for any securities of the Bank
purchased by the Holding Company and any securities purchased by any tax
qualified employee benefit plan of the Bank; or (B) individuals who constitute
the Board on the date hereof (the "Incumbent Board") cease for any reason to
constitute at least a

majority thereof, provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board, or whose nomination for election
by the Holding Company's stockholders was approved by the same Nominating
Committee serving under an Incumbent Board, shall be, for purposes of this
clause (B), considered as though he were a member of the Incumbent Board; or
(C) a plan of reorganization, merger, consolidation, sale of all or
substantially all the assets of the Bank or the Holding Company or similar
transaction occurs in which the Bank or Holding Company is not the resulting
entity; or (D) a solicitation of shareholders of the Holding Company, by someone
other than the current management of the Holding Company, seeking stockholder
approval of a plan of reorganization, merger or consolidation of the Holding
Company or Bank or similar transaction with one or more corporations, as a
result of which the outstanding shares of the class of securities then subject
to the plan are exchanged for or converted into cash or property or securities
not issued by the Bank or the Holding Company; or (E) a tender offer is made for
20% or more of the voting securities of the Bank or the Holding Company.

(g) "Code" means the Internal Revenue Code of 1986, as amended.

(h) "Committee" means a committee consisting of the entire Board of
Directors or consisting solely of two or more members of the Board of Directors
who are defined as Non-Employee Directors as such term is defined under Rule
16b-3(b)(3)(i) under the Exchange Act as promulgated by the Securities and
Exchange Commission.

(i) "Common Stock" means the Common Stock of the Holding Company, par
value, $.01 per share or any stock exchanged for shares of Common Stock pursuant
to Section 17 hereof.

(j) "Date of Grant" means the effective date of an Award.

(k) "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of a Participant to perform the work
customarily assigned to him, or in the case of a Director, to serve on the
Board. Additionally, a medical doctor selected or approved by the Board of
Directors must advise the Committee that it is either not possible to determine
when such Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said Participant's
lifetime.

(l) "Dividend Equivalent Rights" means the right to receive an amount of
cash based upon the terms set forth in Section 10 hereof.

(m) "Effective Date" means ________________, the effective date of the
Plan.

(n) "Employee" means any person who is currently employed by the Holding
Company or an Affiliate, including officers, but such term shall not include
Outside Directors.

(o) "Employee Participant" means an Employee who holds an outstanding
Award under the terms of the Plan.

(p) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(q) "Exercise Price" means the purchase price per share of Common Stock
deliverable upon the exercise of each Option in order for the option to be
exchanged for shares of Common Stock.

(r) "Fair Market Value" means, when used in connection with the Common
Stock on a certain date, the average of the high and low bid prices of the
Common Stock as reported by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") or the New York Stock Exchange ("NYSE")
(as published by the Wall Street Journal, if published) on such date or if the
Common Stock was not traded on such date, on the next preceding day on which the
Common Stock was traded thereon or the last previous date on which a sale is
reported. If the Common Stock is not reported on the NASDAQ or the NYSE, the
Fair Market Value of the Common Stock is the value so determined by the Board in
good faith.

(s) "Holding Company" means PFF Bancorp, Inc.

(t) "Incentive Stock Option" means an Option granted by the Committee to a
Participant, which Option is designated by the Committee as an Incentive Stock
Option pursuant to Section 7 hereof and is intended to be such under Section 422
of the Code.

(u) "Limited Right" means the right to receive an amount of cash based
upon the terms set forth in Section 8 hereof.

(v) "Non-statutory Stock Option" means an Option granted by the Committee
to a Participant pursuant to Section 6 hereof, which is not designated by the
Committee as an Incentive Stock Option or which is redesignated by the Committee
under Section 7 as a Non-Statutory Stock Option.

(w) "Option" means the right to buy a fixed amount of Common Stock at the
Exercise Price within a limited period of time designated as the term of the
option as granted under Section 6 or 7 hereof.

(x) "Outside Director" means a member of the Board of Directors of the
Holding Company or its Affiliates, who is not also an Employee.

(y) "Outside Director Participant" means an Outside Director who holds an
outstanding Award under the terms of the Plan.

(z) "Participant" means any Employee or Outside Director who holds an
outstanding Award under the terms of the Plan.

(aa) "Performance Goal" is a specific condition or goal which may be set by
the Committee as a prerequisite to the vesting of a Stock Award in accordance
with Section 9(b) hereof.

(bb) "Retirement" with respect to an Employee Participant means
termination of employment which constitutes retirement under any tax qualified
plan maintained by the Bank. However, "Retirement" will not be deemed to have
occurred for purposes of this Plan if a Participant continues to serve on the
Board of Directors of the Holding Company or its Affiliates even if such
Participant is receiving retirement benefits under any retirement plan of the
Holding Company or its Affiliates. With respect to an Outside Director
Participant "Retirement" means the termination of service from the Board of
Directors of the Holding Company or its Affiliates following written notice to
the Board as a whole of such Outside Director's intention to retire or
retirement as determined by the Holding Company (or Affiliate's) bylaws, or by
reaching age 75, except that an Outside Director shall not be deemed to have
retired for purposes of the Plan in the event he continues to serve as a
consultant to the Board or as an advisory director.

(cc) "Stock Awards" are Awards of Common Stock which may vest immediately
or over a period of time. Vesting of Stock Awards under Section 9 of this Plan
may be contingent upon the occurrence of named events or the attainment of named
performance goals.

(dd) "Termination for Cause" shall mean, in the case of an Outside
Director, removal from the Board of Directors, or, in the case of an Employee,
termination of employment, in both such cases as determined by the Board of
Directors, because of a material loss to the Holding Company or one of its
subsidiaries caused by the Participant's intentional failure to perform stated
duties, personal dishonesty, willful violation of any law, rule, regulation,
(other than traffic violations or similar offenses) or final cease and desist
order. No act, or the failure to act, on Participant's part shall be "willful"
unless done, or omitted to be done, not in good faith and without reasonable
belief that the action or omission was in the best interest of the Holding
Company or its subsidiaries.

(ee) "Trust" means a trust established by the Board in connection with
this Plan to hold Plan assets for the purposes set forth herein.

(ff) "Trustee" means that person or persons and entity or entities
approved by the Board to hold legal title to any of the Trust assets for the
purposes set forth herein.

2. ADMINISTRATION.
--------------

(a) The Plan as regards Awards to employees of the Holding Company or its
Affiliates, shall be granted and administered by the Committee. The Committee
is authorized, subject to the provisions of the Plan, to grant awards to
Employees and Outside Directors and to establish such rules and regulations as
it deems necessary for the proper administration of the Plan and to make
whatever determinations and interpretations in connection with the Plan it deems
necessary

or advisable. All determinations and interpretations made by the Committee
shall be binding and conclusive on all Participants in the Plan and on their
legal representatives and beneficiaries.

(b) Awards to Outside Directors shall be granted and administered by the
Committee, pursuant to the terms of this Plan.

3. TYPES OF AWARDS AND RELATED RIGHTS.
----------------------------------

The following Awards and related rights as described in Sections 6 through
11 hereof may be granted under the Plan:

(a) Non-statutory Stock Options;
(b) Incentive Stock Options;
(c) Limited Rights
(d) Stock Awards
(e) Dividend Equivalent Rights
(f) Equitable Adjustment Rights

4. STOCK SUBJECT TO THE PLAN.
-------------------------

Subject to adjustment as provided in Section 17, the maximum number of
shares reserved for Awards under the Plan is 2,777,250, which number may not be
excess of 14% of the outstanding shares of the Common Stock determined
immediately as of the Effective Date. Subject to adjustment as provided in
Section 17, the maximum number of shares reserved hereby for purchase pursuant
to the exercise of Options and Option-related Awards granted under the Plan is
1,983,750, which number is not in excess of the 10% of the outstanding shares of
Common Stock as of the Effective Date. The maximum number of the shares
reserved for award as Stock Awards is 793,500, which number is not in excess of
4% of the outstanding shares of Common Stock as of the Effective Date. These
shares of Common Stock may be either authorized but unissued shares or
authorized shares previously issued and reacquired by the Holding Company. To
the extent that Options and Stock Awards are granted under the Plan, the shares
underlying such Awards will be unavailable for any other use including future
grants under the Plan except that, to the extent that Awards terminate, expire,
are forfeited or are cancelled without having been exercised (in the case of
Limited Rights, exercised for cash), new Awards may be made with respect to
these shares.

5. ELIGIBILITY.
-----------

Subject to the terms herein all Employees and Outside Directors shall be
eligible to receive Awards under the Plan.

6. NON-STATUTORY STOCK OPTIONS.
---------------------------

The Committee may, subject to the limitations of the Plan and the
availability of shares reserved but unawarded in the Plan, from time to time,
grant Non-statutory Stock Options to Employees and Outside Directors and, upon
such terms and conditions as the Committee may determine, grant Non-statutory
Stock Options in exchange for and upon surrender of previously granted Awards
under this Plan. Non-statutory Stock Options granted under this Plan are
subject to the following terms and conditions:

(a) Exercise Price. The Exercise Price of each Non-statutory Stock Option
--------------
shall be determined by the Committee on the date the option is granted. Such
Exercise Price shall not be less than 100% of the Fair Market Value of the
Common Stock on the Date of Grant. Shares may be purchased only upon full
payment of the Exercise Price or upon operation of an Alternate Option Payment
Mechanism set out in Section 13 hereof.

(b) Terms of Options. The term during which each Non-statutory Stock
----------------
Option may be exercised shall be determined by the Committee, but in no event
shall a Non-statutory Stock Option be exercisable in whole or in part more than
10 years from the Date of Grant. The Committee shall determine the date on
which each Non-statutory Stock Option shall become exercisable. The shares
comprising each installment may be purchased in whole or in part at any time
during the term of such Option after such installment becomes exercisable. The
Committee may, in its sole discretion, accelerate the time at which any Non-
statutory Stock Option may be exercised in whole or in part. The acceleration
of any Non-statutory Stock Option under the authority of this paragraph creates
no right, expectation or reliance on the part of any other Participant or that
certain Participant regarding any other unaccelerated Non-statutory Stock
Options.

(c) Termination of Employment. Unless otherwise determined by the
-------------------------
Committee, upon the termination of a Participant's employment or service for any
reason other than Disability, death or Termination for Cause, a Non-statutory
Stock Option shall be exercisable only as to those shares that were immediately
exercisable by the Participant at the date of termination and only for a period
of one year following termination. Notwithstanding any provisions set forth
herein or contained in any Agreement relating to an award of an Option, in the
event of termination for Disability or death, all Options shall immediately vest
and be exercisable for one year after such termination, and in the event of
Termination for Cause all rights under the Participant's Non-Statutory Stock
Options shall expire immediately upon termination.

7. INCENTIVE STOCK OPTIONS.
-----------------------

The Committee may, subject to the limitations of the Plan and the
availability of shares reserved but unawarded in the Plan, from time to time,
grant Incentive Stock Options to Employees. Incentive Stock Options granted
pursuant to the Plan shall be subject to the following terms and conditions:

(a) Exercise Price. The Exercise Price of each Incentive Stock Option
--------------
shall be not less than 100% of the Fair Market Value of the Common Stock on the
Date of Grant. However, if at the time an Incentive Stock Option is granted to
a Participant, the Participant owns Common Stock representing more than 10% of
the total combined voting securities of the Holding Company (or, under Section
424(d) of the Code, is deemed to own Common Stock representing more than 10% of
the total combined voting power of all classes of stock of the Holding Company,
by reason of the ownership of such classes of stock, directly or indirectly, by
or for any brother, sister, spouse, ancestor or lineal descendent of such
Participant, or by or for any corporation, partnership, estate or trust of which
such Participant is a shareholder, partner or beneficiary), ("10% Owner"), the
Exercise Price per share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the Date of Grant. Shares may be purchased only upon
payment of the full Exercise Price or upon operation of an Alternate Option
Payment Mechanism set out in Section 13 hereof.

(b) Amounts of Options. Incentive Stock Options may be granted to any
------------------
Employee in such amounts as determined by the Committee; provided that the
amount granted is consistent with the terms of Section 422 of the Code. In the
case of an option intended to qualify as an Incentive Stock Option, the
aggregate Fair Market Value (determined as of the time the Option is granted) of
the Common Stock with respect to which Incentive Stock Options granted are
exercisable for the first time by the Participant during any calendar year
(under all plans of the Participant's employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000. The provisions of this
Section 7(b) shall be construed and applied in accordance with Section 422(d) of
the Code and the regulations, if any, promulgated thereunder. To the extent an
award under this Section 7 exceeds this $100,000 limit, the portion of the
Options in excess of such limit shall be deemed a Non-statutory Stock Option.
The Committee shall have discretion to redesignate Options granted as Incentive
Stock Options as Non-Statutory Stock Options. Such Non-statutory Stock Options
shall be subject to Section 6 hereof.

(c) Terms of Options. The term during which each Incentive Stock Option
----------------
may be exercised shall be determined by the Committee, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant. If at the time an Incentive Stock Option is granted to
a Participant who is a 10% Owner, the Incentive Stock Option granted to such
Employee Participant shall not be exercisable after the expiration of five years
from the Date of Grant. No Incentive Stock Option granted under this Plan is
transferable except by will or the laws of descent and distribution and is
exercisable in his lifetime only by the Employee Participant to whom it is
granted.

The Committee shall determine the date on which each Incentive Stock Option
shall become exercisable. The shares comprising each installment may be
purchased in whole or in part at any time during the term of such option after
such installment becomes exercisable. The Committee may, in its sole
discretion, accelerate the time at which any Incentive Stock Option may be
exercised in whole or in part. The acceleration of any Incentive Stock Option
under the

authority of this paragraph creates no right, expectation or reliance on the
part of any other Participant or that certain Participant regarding any other
unaccelerated Incentive Stock Options.

(d) Termination of Employment. Unless otherwise determined by the
-------------------------
Committee, upon the termination of an Employee Participant's service for any
reason other than Disability, death or Termination for Cause, the Employee
Participant's Incentive Stock Options shall be exercisable only as to those
shares that were immediately exercisable by the Employee Participant at the date
of termination and only for a period of three months following termination.
Notwithstanding any provisions set forth herein or contained in any Agreement
relating to an award of an Option, in the event of termination for Disability or
death, all Options shall immediately vest and be exercisable for one year after
such termination, and in the event of Termination for Cause all rights under the
Employee Participant's Incentive Stock Options shall expire immediately upon
termination.

(e) Compliance with Code. The Options granted under this Section 7 of the
--------------------
Plan are intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, but the Holding Company makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code. All Options that do not so quality shall be treated as
Non-statutory Stock Options.

8. LIMITED RIGHTS.
--------------

Simultaneously with the grant of any Option to an Employee, the Committee
may grant a Limited Right with respect to all or some of the shares covered by
such Option. Limited Rights granted under this Plan are subject to the
following terms and conditions:

(a) Terms of Rights. In no event shall a Limited Right be exercisable in
---------------
whole or in part before the expiration of six months from the Date of Grant of
the Limited Right. A Limited Right may be exercised only in the event of a
Change in Control.

The Limited Right may be exercised only when the underlying Option is
eligible to be exercised, and only when the Fair Market Value of the underlying
shares on the day of exercise is greater than the Exercise Price of the
underlying Option.

Upon exercise of a Limited Right, the underlying Option shall cease to be
exercisable. Upon exercise or termination of an Option, any related Limited
Rights shall terminate. The Limited Rights may be for no more than 100% of the
difference between the purchase price and the Fair Market Value of the Common
Stock subject to the underlying option. The Limited Right is transferable only
when the underlying option is transferable and under the same conditions.

(b) Payment. Upon exercise of a Limited Right, the holder shall promptly
-------
receive from the Holding Company an amount of cash or some other payment option
found in Section 12, equal to the difference between the Exercise Price of the
underlying option and the Fair Market Value of the Common Stock subject to the
underlying option on the date the Limited Right is

exercised, multiplied by the number of shares with respect to which such Limited
Right is being exercised. Payments shall be less an applicable tax withholding
as set forth in Section 18.

9. STOCK AWARDS
------------

The Committee may, subject to the limitations of the Plan, from time to
time, make an Award of some number of shares of Common Stock to Employees and
Outside Directors. The Awards shall be made subject to the following terms and
conditions:

(a) Payment of the Stock Award. The Stock Award may only be made in
--------------------------
whole shares of Common Stock to Employees and Outside Directors. Stock Awards
may only be granted from shares reserved under the Plan but unawarded at the
time the new Stock Award is made.

(b) Stock Award Agreement. The terms and conditions of any Stock Award
---------------------
shall be evidenced by an agreement (the "Stock Award Agreement") which such
Stock Award Agreement will be subject to the terms and conditions of the Plan.
Each Stock Award Agreement shall set forth:

(i) the period over which the Stock Award may vest;

(ii) the Performance Goals, which must be satisfied prior to the vesting of
any portion of the Stock Award. Additional Performance Goals may be
set by the Committee on an individual level, for all Participants, for
all Awards made during a given period of time, or for all Awards for
indefinite periods;

(c) Vesting. Each Stock Award granted to an Outside Director Participant
-------
shall be vested in five equal annual allocations, with one annual allocation
vesting each year in which the Outside Director remains on the Board of
Directors, commencing with the first anniversary of the date of grant. Each
Stock Award granted to an Employee Participant shall be divided into five equal
annual allocations. With respect to Employee Participants, the first annual
allocation shall be vested one year after the date of grant of the Stock Award,
the second annual allocation shall be vested two years after the date of grant
of the Stock Award. The third, fourth and fifth allocation will vest in the
following manner:

(i) 25% of each annual allocation will vest on the third, fourth and fifth
respective anniversary dates of the original grant;

(ii) the remaining 75% of each annual allocation will be subject to the
attainment of a Performance Goal and such portion of the annual
allocation to be referred to as the "Risk Pool". The Risk Pool shall
be deemed to be vested in the following portion upon certification of
the attainment of the Performance Goals (A) or (B) by the Committee;

(iii) Performance Goal (A) will be based upon the attainment of earnings
per share (undiluted) for the Company of a target amount established
by the Committee at the date of grant of the Stock Award. At the
discretion of the Committee, each annual allocation of a single Stock
Award may vest in fractional shares upon the attainment of certain
goals and such goals may vary for each annual allocation of a single
Stock Award.

(iv) Any year that the levels of Performance Goal (A) are not met, such
portion of the Stock Award then in the Risk Pool will remain subject
to it but will be available for release the following year if the
Performance Goal (A) is met in such following year. Notwithstanding,
if at the end of the fiscal year during which the fifth anniversary
of the date of grant occurs, some portion of the Risk Pool remains
unvested because of the Performance Goal (A) or (B), if applicable
not being attained, such Stock Awards shall be removed from the Risk
Pool and returned to the reserve for re-granting by the Committee, in
the discretion of the Committee.

(v) In a fiscal year during which no shares vest because no level of
Performance Goal (A) was attained, attainment of Performance Goal (B)
will vest the following portion of the Risk Pool as indicated:

If the earnings per share (undiluted) of the Company measured as
a percentage of Fair Market Value at the close of the preceding
fiscal year reaches the percentile of the Peer Group as set out
below, then the corresponding portion of the Risk Pools will
vest:

Percentile Vested Percentage
---------- -----------------
66th 25%
75th 50%

(d) Certification of Attainment of the Performance Goal. No Stock Award
---------------------------------------------------
that is subject to a performance goal is to be distributed to the Participant
until the Committee certifies that the underlying performance goal has been
achieved.

(e) The Committee shall determine the dates on which Stock Awards granted
to a Participant shall vest, provided that all Stock Awards not included in the
Risk Pool portion of an Employee Participant's annual allocation shall
immediately vest in full upon the termination of employment due to Disability or
death of the Participant. Stock Awards included in the Risk Pool portion of an
Employee Participant's allocation will vest, in the event of termination of
employment due to Disability or Death, when and to the extent that the
performance goals for such Risk Pool are achieved. The Committee,
notwithstanding other paragraphs in this Section, in its sole discretion may
accelerate the vesting of any Stock Award, regardless of the attainment of a
Performance Goal. The acceleration of any Stock Award under the authority of
this

paragraph creates no right, expectation or reliance on the part of any other
Participant or that certain Participant regarding any other unaccelerated Stock
Awards.

(f) Non-Transferability: Except to the extent, permitted by the Code, the
-------------------
rules promulgated under Section 16(b) of the Exchange Act or any successor
statutes or rules:

(i) The recipient of a Stock Award payable in shares shall not sell,
transfer, assign, pledge, or otherwise encumber shares subject to the Award
until full vesting has occurred. For purposes of this section, the separation
of beneficial ownership and legal title through the use of any "swap"
transaction is deemed a prohibited encumbrance.

(ii) Stock Awards shall not be transferrable other than by will, the
laws of intestate succession or pursuant to a qualified domestic relations
order. The designation of a beneficiary does not constitute a transfer.

(iii) If a recipient of a Stock Award is subject to the provisions of
Section 16 of the Exchange Act, shares of Common Stock subject to such Award may
not, without the written consent of the Committee, be sold or otherwise disposed
of within six months following the date of grant of the Award.

(g) Accrual of Dividends. Whenever Stock Awards are distributed to a
--------------------
Participant or a beneficiary under the Plan, such recipient or beneficiary shall
also be entitled to receive, with respect to each Stock Award paid, a payment
equal to any cash dividends and a number of shares of Common Stock equal to any
stock dividends, declared and paid with respect to a share of the Common Stock
between the date the relevant Stock Award was granted and the date the Stock
Awards are being distributed. There shall also be distributed an appropriate
amount of net earnings, if any, of the Trust with respect to any cash dividends
paid out.

(h) Voting of Stock Awards. After a Stock Award has been granted, the
-----------------------
Participant shall be entitled to direct the Trustee as to the voting of the
Common Stock which the Stock Award covers and which have not yet been earned and
distributed to the Participant pursuant to the Plan, subject to the rules and
procedures adopted by the Committee for this purpose. All shares of Common
Stock held by the Trust as to which recipients are not entitled to direct, or
have not directed, the voting, shall be voted by the Trustee in the same
proportion as Common Stock covered by Stock Awards which have been awarded and
voted.

10. DIVIDEND EQUIVALENT RIGHTS
--------------------------

Simultaneously with the grant of any option to a Participant, the Committee
may grant a Dividend Equivalent Right with respect to all or some of the shares
covered by such Option. Dividend Equivalent Rights granted under this Plan are
subject to the following terms and conditions:

(a) Terms of Rights. The Dividend Equivalent Right provides the
---------------
Participant with a separate cash benefit equal to 100% of the amount of any
extraordinary dividend declared by the Holding Company on shares of Common Stock
subject to an Option. The Dividend Equivalent Right is transferable only when
the underlying option is transferable and under the same conditions.

(b) Payment. Upon the payment of an extraordinary dividend, the holder of
-------
a Dividend Equivalent Right shall promptly receive from the Holding Company an
amount of cash or some other payment option found in Section 12, equal to 100%
of the extraordinary dividend paid on shares of Common Stock, multiplied by the
number of shares subject to the underlying option. Payments shall be decreased
by the amount of any applicable tax withholding prior to distribution to the
Participant as set forth in Section 18.

(c) Extraordinary Dividend. For purposes of this Section 10, an
----------------------
extraordinary dividend is any dividend paid on shares of Common Stock where the
rate of the dividend exceeds the Bank's weighted average cost of funds on
interest-bearing liabilities for the current and preceding three quarters.

11. EQUITABLE ADJUSTMENT RIGHT
--------------------------

Simultaneously with the grant of any Option under this Plan, in the
alternative to a Dividend Equivalent Right the Committee may grant an Equitable
Adjustment Right.

Upon the payment of an extraordinary dividend (as such term is defined in
Section 10(c)), the Committee may adjust the number of shares and/or the
Exercise Price of the related Options underlying the Equitable Adjustment Right,
as the Committee deems appropriate.

12. PAYOUT ALTERNATIVES
-------------------

Payments due to a Participant upon the exercise or redemption of an Award,
may be made according to the following terms and conditions:

(a) Discretion of the Committee. The Committee has the sole discretion to
---------------------------
determine what form of payment (whether monetary, Common Stock, a combination of
payout alternatives or otherwise) it shall use in making distributions of
payments for all Awards. If the Committee requests any or all Participants to
make an election as to form of distribution or payment, it shall not be
considered bound by the election.

(b) Payment in the Form of Common Stock. Any shares of Common Stock
-----------------------------------
tendered in payment of an obligation arising under this Plan shall be valued at
the Fair Market Value of the Common Stock at the time of the payment. The
Committee may use Common Stock in Treasury, authorized but unissued Common Stock
or may direct the market purchase of such Common Stock to satisfy its
obligations under this Plan.

13. ALTERNATE OPTION PAYMENT MECHANISM
----------------------------------

The Committee has sole discretion to determine what form of payment it will
accept for the exercise of an Option. The Committee may indicate acceptable
forms in the Award Agreement covering such Options or may reserve its decision
to the time of exercise. No Option is to be considered exercised until payment
in full is accepted by the Committee or its agent.

(a) Cash Payment. The exercise price may be paid in cash or by certified
------------
check.

(b) Borrowed Funds. To the extent permitted by law, the Committee may
--------------
permit all or a portion of the exercise price of an Option to be paid through
borrowed funds.

(i) The Committee may permit payment by the tendering of previously
acquired shares of Common Stock. This includes the use of "Pyramiding
Transactions" whereby some number of Options are exercised. The shares gained
through the exercise are then tendered back to the Holding Company as payment
for some other number of Options. This transaction may be repeated as needed to
exercise all of the Options available.

(ii) Any shares of Common Stock tendered in payment of the exercise
price of an Option shall be valued at the Fair Market Value of the Common
Stock on the date prior to the date of exercise.

14. RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY.
-------------------------------------------

No Participant shall have any rights as a shareholder with respect to any
shares covered by an Option until the date of issuance of a stock certificate
for such shares. Nothing in this Plan or in any Award granted confers on any
person any right to continue in the employ or service of the Holding Company or
its Affiliates or interferes in any way with the right of the Holding Company or
its Affiliates to terminate a Participant's services as an officer or other
employee at any time.

Except as permitted under the Code (with respect to Incentive Stock
Options) and the rules promulgated pursuant to Section 16(b) of the Exchange Act
or any successor statutes or rules, no Award under the Plan shall be
transferable by the Participant other than by will or the laws of intestate
succession or pursuant to a qualified domestic relations order or unless
determined otherwise by the Committee.

15. AGREEMENT WITH GRANTEES.
-----------------------

Each Award will be evidenced by a written agreement, executed by the
Participant and the Holding Company or its Affiliates that describes the
conditions for receiving the Awards including the date of Award, the Exercise
Price if any, the terms or other applicable periods, and

other terms and conditions as may be required or imposed by the Plan, the
Committee, the Board of Directors, tax law consideration or applicable
securities law considerations.

16. DESIGNATION OF BENEFICIARY.
--------------------------

A Participant may, with the consent of the Committee, designate a person or
persons to receive, in the event of death, any Award to which the Participant
would then be entitled. Such designation will be made upon forms supplied by
and delivered to the Holding Company and may be revoked in writing. If a
Participant fails effectively to designate a beneficiary, then the Participant's
estate will be deemed to be the beneficiary.

17. DILUTION AND OTHER ADJUSTMENTS.
------------------------------

In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares without receipt
or payment of consideration by the Holding Company, the Committee will make such
adjustments to previously granted Awards, to prevent dilution or enlargement of
the rights of the Participant including any or all of the following:

(a) adjustments in the aggregate number or kind of shares of Common Stock
that may underlie future Awards under the Plan;

(b) adjustments in the aggregate number or kind of shares of Common Stock
underlying Awards already made under the Plan;

(c) adjustments in the purchase price of outstanding Incentive and/or Non-
statutory Stock Options, or any Limited Rights attached to such
Options.

No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award. All awards under
this Plan shall be binding upon any successors or assigns of the Holding
Company.

18. TAX WITHHOLDING.
---------------

Awards under this Plan shall be subject to tax withholding to the extent
required by any governmental authority. If this Plan meets the requirements
under 17 C.F.R. (S)240.16b-3 under the Exchange Act ("Rule 16b-3"), then any
withholding shall comply with Rule 16b-3 or any amendment or successive rule.
Shares of Common Stock withheld to pay for tax withholding amounts shall be
valued at their Fair Market Value on the date the Award is deemed taxable to the
Participant.

19. AMENDMENT OF THE PLAN.
---------------------

The Board of Directors may at any time, and from time to time, modify or
amend the Plan in any respect, prospectively or retroactively; provided however,
that provisions governing grants of Incentive Stock Options, unless permitted by
the rules and regulations or staff pronouncements promulgated under the Code,
shall be submitted for shareholder approval to the extent required by such law,
regulation or interpretation.

Failure to ratify or approve amendments or modifications by shareholders
shall be effective only as to the specific amendment or modification requiring
such ratification. Other provisions, sections, and subsections of this Plan
will remain in full force and effect.

No such termination, modification or amendment may affect the rights of a
Participant under an outstanding Award without the written permission of such
Participant.

20. EFFECTIVE DATE OF PLAN.
----------------------

The Plan shall become effective upon being presented to shareholders for
ratification for purposes of: (i) obtaining favorable treatment under Section
16(b) of the Securities Exchange Act; (ii) obtaining preferential tax treatment
for Incentive Stock Options; and (iii) maintaining listing on The Nasdaq Stock
Market. The failure to obtain shareholder ratification will not affect the
validity of the Plan and the options thereunder, provided, however, that if the
Plan is not ratified, the Plan shall remain in full force and effect, and any
Incentive Stock Options granted under the Plan shall be deemed to be Non-
statutory Stock Options.

21. TERMINATION OF THE PLAN.
-----------------------

The right to grant Awards under the Plan will terminate upon the earlier of
ten (10) years after the Effective Date of the Plan or the issuance of Common
Stock or the exercise of Options, or related Limited Rights equivalent to the
maximum number of shares reserved under the Plan as set forth in Section 4. The
Board of Directors has the right to suspend or terminate the Plan at any time,
provided that no such action will, without the consent of a Participant or
Outside Director, adversely affect his vested rights under a previously granted
Award.

22. APPLICABLE LAW.
--------------

The Plan will be administered in accordance with the laws of the State of
Delaware and applicable federal law.

23. COMPLIANCE WITH OTS CONVERSION REGULATIONS
------------------------------------------

Notwithstanding any other provision contained in this Plan, (i) unless the
Plan is approved by a majority vote of the outstanding shares of the Holding
Company eligible to be cast at a meeting of stockholders to consider the Plan,
the Plan shall not become effective or

implemented prior to March 28, 1997 and (ii) no Option or Stock Award shall
become vested at a rate in excess of 20% of the total number of shares
underlying the Option or Stock Award per year, provided that all Options and/or
Stock Awards, shall become fully vested and immediately exercisable in the event
of Participant's termination due to death or Disability; provided, further, that
the Committee may amend any Option or Stock Award after March 28, 1997 to
provide for acceleration of the vesting of such Option or Stock Award, including
amendments to provide that such Option or Stock Award shall become fully vested
and immediately exercisable in the event of a Change in Control.

24. DELEGATION OF AUTHORITY
-----------------------

The Committee may delegate all authority for: the determination of forms of
payment to be made by or received by the Plan; the execution of Award
Agreements; the determination of Fair Market Value; the determination of all
other aspects of administration of the plan to the executive officer(s) of the
Holding Company or the Bank. The Committee may rely on the descriptions,
representations, reports and estimates provided to it by the management of the
Holding Company or the Bank for determinations to be made pursuant to the Plan,
including the attainment of Performance Goals. However, only the Committee or a
portion of the Committee may certify the attainment of a Performance Goal.

IN WITNESS WHEREOF, the Holding Company has established this Plan, as amended
and restated, to be executed by its duly authorized executive officer and the
corporate seal to be affixed and duly attested, effective as of the __________
day of ________________________ , 1996.

[CORPORATE SEAL] PFF BANCORP, INC.

By:
- --------------------------------- -----------------------------------
Date Chief Executive Officer

ADOPTED BY THE BOARD OF DIRECTORS:

By:
- --------------------------------- ------------------------------------
Date Secretary

APPROVED BY STOCKHOLDERS:

By:
- --------------------------------- -----------------------------------
Date Secretary

REVOCABLE PROXY
PFF BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS

OCTOBER 23, 1996
9:00 A.M. PACIFIC TIME

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints the official proxy committee of the Board of
Directors of PFF Bancorp, Inc. (the "Company"), each with full power of
substitution, to act as proxies for the undersigned, and to vote all shares of
Common Stock of the Company which the undersigned is entitled to vote only at
the Annual Meeting of Stockholders, to be held on October 23, 1996, at 9:00
a.m. Pacific Time, at the Sheraton Suites Fairplex, 601 W. McKinley Avenue,
Pomona, California, and at any and all adjournments thereof, as set forth on
the reverse side.

This proxy is revocable and will be voted as directed, but if no instructions
are specified, this proxy will be voted FOR each of the proposals listed. If
any other business is presented at the Annual Meeting, including whether or not
to adjourn the meeting, this proxy will be voted by those named in this proxy
in their best judgment. At the present time, the Board of Directors knows of no
other business to be presented at the Annual Meeting.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

- --------------------------------------------------------------------------------

FOLD AND DETACH HERE

[X] Please mark
your votes
as indicated

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

1. The election as directors of all nominees listed (except as marked to the
contrary below).

Robert W. Burwell, William T. Dingle and Curtis W. Morris

VOTE
FOR WITHHELD
[_] [_]

INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name on the line provided below:

_______________________________________________________________________________

2. The approval of the PFF Bancorp, Inc. 1996 Incentive Plan.

FOR AGAINST ABSTAIN
[_] [_] [_]

3. The ratification of the appointment of KPMG Peat Marwick LLP as independent
auditors of PFF Bancorp, Inc. for the fiscal year ending March 31, 1997.

FOR AGAINST ABSTAIN
[_] [_] [_]

The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of Annual Meeting of Shareholders and of a Proxy
Statement dated September 16, 1996 and of the Annual Report to Shareholders.

PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.

Signature of Shareholder ________________________________ Date ______________

Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.

- --------------------------------------------------------------------------------

FOLD AND DETACH HERE