PFF Bancorp, Inc. 2004 Equity Incentive Plan Performance-Based Stock Award Notice

PFF Bancorp, Inc.

2004 Equity Incentive Plan

Performance-Based Stock Award Notice

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Name of Award Recipient                                                                                     Social Security Number   

                                                                                           Street Address

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City                                                              State                                                                         ZIP Code

This Performance-Based Award Notice is intended to set forth the terms and conditions on which an Award has been granted under the PFF Bancorp, Inc. 2004 Equity Incentive Plan.  Set forth below are the specific terms and conditions applicable to this Award.  Attached as Exhibit A are its general terms and conditions.

* Reported in shares of PFF Bancorp, Inc. common stock.

† Reported in shares of PFF Bancorp, Inc. common stock over which you have full discretionary investment authority. Unexercised options shall not be considered for purposes of satisfying the ownership and holding requirement described herein.

By signing where indicated below, PFF Bancorp, Inc. (the “Company”) grants this Award upon the specified terms and conditions, and the Award Recipient acknowledges receipt of this Performance-Based Stock Award Notice, including Exhibit A, and agrees to observe and be bound by the terms and conditions set forth herein and acknowledges receipt of a Prospectus dated October 29, 2004 for the PFF Bancorp, Inc. 2004 Equity Incentive Plan.

PFF Bancorp, Inc.                                                           Award Recipient

By                                                                                                                                                

       Name:                                                                                                                                                     

       Title:

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Instructions:  This page should be completed by or on behalf of the Employee Compensation and Benefits Committee.  Any blank space intentionally left blank should be crossed out.  An Award consists of shares granted with uniform terms and conditions.  Where shares granted under an Award are awarded on the same date with varying terms and conditions (for example, varying performance criteria), the awards should be recorded as a series of grants each with its own uniform terms and conditions.

Exhibit A

PFF Bancorp, Inc.

2004 Equity Incentive Plan

Performance –Based Stock Award Notice

General Terms and Conditions

        Section 1.  Size of Award.  The maximum shares of Common Stock of PFF Bancorp, Inc. (“Shares”) covered by this Award (“Awarded Shares”) are set forth beside the Payout Target for the 100^th Percentile Performance.  Any payment of Awarded Shares will be performed as soon as practicable following the end of the applicable Performance Measurement Period.

        Section 2.  Performance Criteria.  All Performance Criteria listed in your Performance-Based Stock Award Notice (“Notice”) shall be given equal weight in the determination of the final payout of Awarded Shares; provided however, that all rights hereunder shall be forfeited if Diluted EPS Growth Percentage is not at or above median level relative to peer group as determined by the Employee Compensation and Benefits Committee of PFF Bancorp, Inc. (“Committee”).  In order for any payment to be made hereunder of Awarded Shares at least three of the six Performance Criteria listed in the Notice must be at or above median levels as determined by the Committee. 

        (a) Determination of Satisfaction of Performance Criteria.  The Committee has established by resolution a finite peer group of institutions against which median, 75^th percentile and 100^th percentile performance will be determined and has established target levels of performance for those Performance Criteria not subject to peer group measurement (i.e., increase in number of deposit households and growth in Four-Cs).  Specific levels of performance will be distributed to you following the end of the Performance Measurement Period in connection with your Awarded Shares.

        (b)  Entitlement to Awarded Shares.  If Diluted EPS Growth Percentage and at least two other of the six Performance Criteria are satisfied at the end of the Performance Measurement Period, you will be entitled to some portion of your Awarded Shares provided that you have not terminated Service prior to the end of the Performance Measurement Period.  If you have terminated Service prior to the end of the Performance Measurement Period for reasons other than death or Disability, you will forfeit all Awarded Shares.  If you terminate Service due to death or disability or if there is a Change in Control of the Company, a pro-rata distribution of the Performance-Based Award earned as of the date of the Change in Control, death or Disability shall vest and be payable to each award recipient who is in active Service on the date of the Change in Control or has terminated due to death or Disability with the performance criteria being measured as of the last completed calendar quarter prior to the triggering event.  You may designate a Beneficiary to receive any Awarded Shares that are paid upon your death using the Beneficiary Designation attached as Appendix A.

        (c)  Computation of Awarded Shares.   Your Awarded Shares are computed using all six Performance Criteria with a 16.666% weighting for each Performance Criteria.  Straight-line Interpolation will be used for targets that are between the threshold levels.

        (d)  Illustration of Awarded Share Computation.  Assume that your Payout Targets are 2,000 Shares for Median, 3,000 Shares for 75^th Percentile and 10,000 Shares for 100^th Percentile.  Assume that for the Performance Measurement Period, the Company ranks in the 60^th percentile on Diluted EPS Growth Percentage, 75^th percentile for Return on Average Equity, 90^th percentile for Total Return and is below the median on the other three Performance Criteria.  You are in the service of the Company at the end of the Performance Measurement Period.  Using straight-line interpolation, the payout would be as follows:

• Diluted EPS Growth Percentage at the 60^th percentile is 40% of the way between Median and 75^th percentile.  This would equate to 2,400 Shares calculated as (2,000 + [(3,000-2,000) x 40%]) = 2,400 Shares.  Since this Performance Criteria is weighted at 16.666% this would result in 400 Shares.
• Return on Average Equity at the 75^th percentile equates to 3,000 Shares which when adjusted by the weighting of 16.666% is 500 Shares.
• Total Return at 90^th percentile is 60% of the way between the 75^th and 100^th percentile.  This equates to 7,200 Shares calculated as (3,000 + [(10,000-3,000) x 60%]) = 7,200 Shares.  This 7,200 Shares equates to 1,200  Shares when adjusted for the 16.666% weighting. 
• The other three Performance Criteria are below median so they result in zero Shares.
• This would result in a total award of 2,100 Shares (400 + 500 + 1,200).  At the end of the Performance Measurement Period, this would result in 2,100 Shares of Awarded Share distributed to you.

        (e)  Definition of Service.  For purposes of determining your Awarded Shares, you will be deemed to be in the service of the Company for so long as you serve in any capacity as an employee, officer, non-employee director of the Company or PFF Bank & Trust or affiliate of either.

        Section 3.  Dividends and Voting Rights.  You will not be entitled to any dividend or voting rights with respect to your Awarded Shares until these share have been distributed to you at the end of the Performance Measurement Period.

        Section 4.  Holding Requirements.  Awarded Shares otherwise due to be distributed to you under the terms of the 2004 Equity Incentive Plan (“Plan”) will be forfeited if (i) you hold less than the Holding Requirement Amount in Shares as of the end of the Performance Measurement Period in accounts over which you maintain full discretionary investment authority and (ii) you have effected a net reduction in Shares which you own from the time of the award of this Performance-Based Stock Award to March 31, 2007 other than for reasons of satisfying the payment of required taxes resulting from the vesting or exercise of a previous Company stock award or Company stock option (not to exceed 45% of the taxable income related to the vesting or exercise of such award or option).  Awarded Shares will be forfeited to the extent that such Shares are ineligible for deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended.

        Section 5.  Amendment.  This Notice may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between you and the Company.

        Section 6.  Plan Provisions Control.  This Notice, and the rights and obligations created hereunder, shall be subject to all of the terms and conditions of the Plan.  Capitalized terms shall have the meanings assigned in the Plan or this Notice. In the event of any conflict between the provisions of the Plan and the provisions of this Notice, the terms of the Plan, which are incorporated herein by reference, shall control.  By signing this Notice, you acknowledge receipt of a copy of the Plan and a copy of the Prospectus for the Plan dated October 29, 2004 and agree to be bound by all terms and conditions in these materials and in this Notice.

Appendix A to Performance-Based Stock Award Notice

PFF Bancorp, Inc.

2004 Equity Incentive Plan

Beneficiary Designation Form

GENERAL

INFORMATION    Use this form to designate the Beneficiary(ies) who will receive Shares available for distribution  at the time of your death.

Name of

Award Recipient _____________________________________  Social Security Number _______—_____—__________

BENEFICIARY      Complete sections A and B. If no percentage shares are specified, each Beneficiary in the same class (primary or 

DESIGNATION    cotingent) shall have an equal share.  If any designated Beneficiary predeceases you, the shares of each remaining Beneficiary in the same class (primary or contingent) shall be increased proportionately.

A.  PRIMARY BENEFICIARY(IES).  I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right to change or revoke this designation at any time prior to my death:

B.  CONTINGENT BENEFICIARY(IES).  I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death with respect to all outstanding Awarded Shares:

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