GUARANTEE AGREEMENT



4:


  

  

                                                                                         
  Exhibit 10.14

  GUARANTEE AGREEMENT

  PFF Bancorp, Inc.

  Dated as of September
  30, 2004










 








  TABLE OF CONTENTS

  Page

  ARTICLE I

  

  DEFINITIONS AND INTERPRETATION

  SECTION
  1.1      Definitions and
  Interpretation.................................................................................
  1

  ARTICLE II

  

  POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

  SECTION
  2.1      Powers and Duties of the Guarantee
  Trustee.......................................................... 4

  SECTION
  2.2      Certain Rights of the Guarantee
  Trustee.................................................................
  5

  SECTION
  2.3      Not Responsible for Recitals or Issuance of
  Guarantee........................................... 7

  SECTION
  2.4      Events of Default;
  Waiver......................................................................................
  7

  SECTION
  2.5      Events of Default;
  Notice.......................................................................................
  8

  ARTICLE III

  

  THE GUARANTEE TRUSTEE

  SECTION
  3.1      The Guarantee Trustee;
  Eligibility...........................................................................
  8

  SECTION
  3.2      Appointment, Removal and Resignation of the
  Guarantee Trustee........................... 9

  ARTICLE IV

  

  GUARANTEE

  SECTION
  4.1     
  Guarantee.............................................................................................................
  9

  SECTION
  4.2      Waiver of Notice and
  Demand............................................................................
  10

  SECTION
  4.3      Obligations Not
  Affected.....................................................................................
  10

  SECTION
  4.4      Rights of
  Holders................................................................................................
  11

  SECTION
  4.5      Guarantee of
  Payment.........................................................................................
  11

  SECTION
  4.6     
  Subrogation........................................................................................................
  11

  SECTION
  4.7      Independent
  Obligations......................................................................................
  12

  SECTION
  4.8     
  Enforcement........................................................................................................
  12

  ARTICLE V

  

  LIMITATION OF TRANSACTIONS; SUBORDINATION

  SECTION
  5.1      Limitation of
  Transactions....................................................................................
  12

  SECTION
  5.2     
  Ranking..............................................................................................................
  13

  i

  

  ARTICLE VI

  

  TERMINATION

  SECTION
  6.1     
  Termination.........................................................................................................
  13

  ARTICLE VII

  

  INDEMNIFICATION

  SECTION
  7.1     
  Exculpation.........................................................................................................
  13

  SECTION
  7.2     
  Indemnification....................................................................................................
  14

  SECTION
  7.3      Compensation; Reimbursement of
  Expenses........................................................ 15

  ARTICLE VIII

  

  MISCELLANEOUS

  SECTION
  8.1      Successors and
  Assigns.......................................................................................
  15

  SECTION
  8.2     
  Amendments.......................................................................................................
  16

  SECTION
  8.3     
  Notices...............................................................................................................
  16

  SECTION
  8.4     
  Benefit................................................................................................................
  16

  SECTION
  8.5      Governing
  Law...................................................................................................
  16

  SECTION
  8.6     
  Counterparts.......................................................................................................
  17

  ii

  







  GUARANTEE AGREEMENT

                 
  This GUARANTEE AGREEMENT (the "Guarantee"), dated as of September
  30, 2004, is executed and delivered by PFF Bancorp, Inc., a savings and loan
  holding company incorporated in the State of Delaware (the
  "Guarantor"), and Wilmington Trust Company, a Delaware banking
  corporation, as trustee (the "Guarantee Trustee"), for the benefit
  of the Holders (as defined herein) from time to time of the Capital Securities
  (as defined herein) of PFF Bancorp Capital Trust I, a Delaware statutory trust
  (the "Issuer"). 

                 
  WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
  "Declaration"), dated as of September 30, 2004, among the trustees
  named therein of the Issuer, PFF Bancorp, Inc., as sponsor, and the Holders
  from time to time of undivided beneficial interests in the assets of the
  Issuer, the Issuer is issuing on the date hereof securities, having an
  aggregate liquidation amount of $30,000,000, designated in the Declaration as
  MMCapSSM (the "Capital Securities"); and

                 
  WHEREAS, as incentive for the Holders to purchase the Capital Securities, the
  Guarantor desires irrevocably and unconditionally to agree, to the extent set
  forth in this Guarantee, to pay to the Holders of Capital Securities the
  Guarantee Payments (as defined herein) and to make certain other payments on
  the terms and conditions set forth herein.

                 
  NOW, THEREFORE, in consideration of the purchase by each Holder of the Capital
  Securities, which purchase the Guarantor hereby agrees shall benefit the
  Guarantor, the Guarantor executes and delivers this Guarantee for the benefit
  of the Holders.

  ARTICLE I

  DEFINITIONS AND INTERPRETATION

                     
  SECTION 1.1 Definitions and Interpretation.

                      
  In this Guarantee, unless the context otherwise requires:

                     
  (a) capitalized terms used in this Guarantee but not defined in the preamble
  above have the respective meanings assigned to them in this Section 1.1;

                     
  (b) a term defined anywhere in this Guarantee has the same meaning throughout;

                     
  (c) all references to "the Guarantee" or "this Guarantee"
  are to this Guarantee as modified, supplemented or amended from time to time;

                     
  (d) all references in this Guarantee to Articles and Sections are to Articles
  and Sections of this Guarantee, unless otherwise specified;

                      
  (e) terms defined in the Declaration as of the date of execution of this
  Guarantee have the same meanings when used in this Guarantee, unless otherwise
  defined in this Guarantee or unless the context otherwise requires; and

  1                    
  

  

   

   

                     
  (f) a reference to the singular includes the plural and vice versa.

                     
  "Beneficiaries" means any Person to whom the Issuer is or hereafter
  becomes indebted or liable.

                      
  "Common Securities" has the meaning specified in the Declaration.

                      
  "Corporate Trust Office"  means the office of the Guarantee
  Trustee at which at any particular time its corporate trust business shall be
  principally administered, which at all times shall be located within the
  United States and at the time of the execution of this Guarantee shall be
  Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-0001.

                       
  "Covered Person" means any Holder of Capital Securities.

                       
  "Debenture Issuer" means PFF Bancorp, Inc. or any successor entity
  resulting from any consolidation, amalgamation, merger or other business
  combination, in its capacity as issuer of the Debentures.

                        
  "Debentures" means the junior subordinated debentures of the
  Debenture Issuer that are designated in the Indenture as the "Floating
  Rate Junior Subordinated Debt Securities due 2034" and held by the
  Institutional Trustee (as defined in the Declaration) of the Issuer.

                         
  "Event of Default" has the meaning set forth in Section 2.4.

                         
  "Guarantee Payments" means the following payments or distributions,
  without duplication, with respect to the Capital Securities, to the extent not
  paid or made by the Issuer: (i) any accrued and unpaid Distributions (as
  defined in the Declaration) which are required to be paid on such Capital
  Securities to the extent the Issuer has funds available in the Property
  Account (as defined in the Declaration) therefor at such time, (ii) the price
  payable upon the redemption of any Capital Securities to the extent the Issuer
  has funds available in the Property Account therefor at such time, with
  respect to any Capital Securities that are (1) called for redemption by the
  Issuer or (2) mandatorily redeemed by the Issuer, in each case, in accordance
  with the terms of such Capital Securities, and (iii) upon a voluntary or
  involuntary liquidation, dissolution, winding-up or termination of the Issuer
  (other than in connection with the distribution of Debentures to the Holders
  of the Capital Securities in exchange therefor as provided in the
  Declaration), the lesser of (a) the aggregate of the liquidation amount of the
  Capital Securities and all accrued and unpaid Distributions on the Capital
  Securities to the date of payment, to the extent the Issuer has funds
  available in the Property Account therefor at such time, and (b) the amount of
  assets of the Issuer remaining available for distribution to Holders in
  liquidation of the Issuer after satisfaction of liabilities to creditors of
  the Issuer as required by applicable law (in either case, the
  "Liquidation Distribution").

                         
  "Guarantee Trustee" means Wilmington Trust Company, until a
  Successor Guarantee Trustee has been appointed and has accepted such
  appointment pursuant to the terms of this Guarantee and thereafter means each
  such Successor Guarantee Trustee.

                         
  "Holder" means any Person in whose name any Capital Securities are
  registered on the books and records of the Issuer; provided, however,
  that, in determining whether the

  

                                                                              
  2

  

   holders of the requisite
  percentage of Capital Securities have given any request, notice, consent or
  waiver hereunder, "Holder" shall not include the Guarantor or any
  Affiliate of the Guarantor.

                     
  "Indemnified Person" means the Guarantee Trustee (including in its
  individual capacity), any Affiliate of the Guarantee Trustee, or any officers,
  directors, shareholders, members, partners, employees, representatives,
  nominees, custodians or agents of the Guarantee Trustee.

                     
  "Indenture" means the Indenture, dated as of September 30, 2004,
  between the Debenture Issuer and Wilmington Trust Company, not in its
  individual capacity but solely as trustee, and any indenture supplemental
  thereto pursuant to which the Debentures are to be issued to the Institutional
  Trustee of the Issuer.

                     
  "Liquidation Distribution" has the meaning set forth in the
  definition of "Guarantee Payments" herein.

                     
  "Majority in liquidation amount of the Capital Securities" means
  Holder(s) of outstanding Capital Securities, voting together as a class, but
  separately from the holders of Common Securities, of more than 50% of the
  aggregate liquidation amount (including the amount that would be paid upon the
  redemption, liquidation or otherwise on the date upon which the voting
  percentages are determined, plus unpaid Distributions accrued thereon to such
  date) of all Capital Securities then outstanding.

                     
  "Obligations" means any costs, expenses or liabilities (but not
  including liabilities related to taxes) of the Issuer, other than obligations
  of the Issuer to pay to holders of any Trust Securities the amounts due such
  holders pursuant to the terms of the Trust Securities.

                     
  "Officer's Certificate" means, with respect to any Person, a
  certificate signed by one Authorized Officer of such Person.  Any Officer's
  Certificate delivered with respect to compliance with a condition or covenant
  provided for in this Guarantee shall include:

                     
  (a)        a statement that such officer
  signing the Officer's Certificate has read the covenant or condition and the
  definitions relating thereto;

                     
  (b)        a brief statement of the nature
  and scope of the examination or investigation undertaken by such officer in
  rendering the Officer's Certificate;

                     
  (c)        a statement that such officer
  has made such examination or investigation as, in such officer's opinion, is
  necessary to enable such officer to express an informed opinion as to whether
  or not such covenant or condition has been complied with; and

                     
  (d)        a statement as to whether, in
  the opinion of such officer, such condition or covenant has been complied
  with.

                     
  "Person" means a legal person, including any individual,
  corporation, estate, partnership, joint venture, association, joint stock
  company, limited liability company, trust, 

  

                                                                          
  3

  

  unincorporated association, or
  government or any agency or political subdivision thereof, or any other entity
  of whatever nature.

                     
  "Responsible Officer" means, with respect to the Guarantee Trustee,
  any officer within the Corporate Trust Office of the Guarantee Trustee with
  direct responsibility for the administration of any matters relating to this
  Guarantee, including any vice president, any assistant vice president, any
  secretary, any assistant secretary, the treasurer, any assistant treasurer,
  any trust officer or other officer of the Corporate Trust Office of the
  Guarantee Trustee customarily performing functions similar to those performed
  by any of the above designated officers and also means, with respect to a
  particular corporate trust matter, any other officer to whom such matter is
  referred because of that officer's knowledge of and familiarity with the
  particular subject.

                     
  "Successor Guarantee Trustee" means a successor Guarantee Trustee
  possessing the qualifications to act as Guarantee Trustee under Section 3.1.

                       
  "Trust Securities" means the Common Securities and the Capital
  Securities.

  ARTICLE II

  

  POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

                            
  SECTION 2.1 Powers and Duties of the Guarantee Trustee.

                             
  (a)  This Guarantee shall be held by the Guarantee Trustee for the
  benefit of the Holders of the Capital Securities, and the Guarantee Trustee
  shall not transfer this Guarantee to any Person except a Holder of Capital
  Securities exercising his or her rights pursuant to Section 4.4 (b) or to a
  Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee
  of its appointment to act as Successor Guarantee Trustee.  The right,
  title and interest of the Guarantee Trustee shall automatically vest in any
  Successor Guarantee Trustee, and such vesting and cessation of title shall be
  effective whether or not conveyancing documents have been executed and
  delivered pursuant to the appointment of such Successor Guarantee Trustee.

                         
  (b) If an Event of Default actually known to a Responsible Officer of the
  Guarantee Trustee has occurred and is continuing, the Guarantee Trustee shall
  enforce this Guarantee for the benefit of the Holders of the Capital
  Securities.

                         
  (c) The Guarantee Trustee, before the occurrence of any Event of Default and
  after the curing or waiving of all Events of Default that may have occurred,
  shall undertake to perform only such duties as are specifically set forth in
  this Guarantee, and no implied covenants shall be read into this Guarantee
  against the Guarantee Trustee.  In case an Event of Default has occurred
  (that has not been cured or waived pursuant to Section 2.4(b)) and is actually
  known to a Responsible Officer of the Guarantee Trustee, the Guarantee Trustee
  shall exercise such of the rights and powers vested in it by this Guarantee,
  and use the same degree of care and skill in its exercise thereof, as a
  prudent person would exercise or use under the circumstances in the conduct of
  his or her own affairs.

  

                                                                         
  4

  

   

                 
  (d) No provision of this Guarantee shall be construed to relieve the Guarantee
  Trustee from liability for its own negligent action, its own negligent failure
  to act, or its own willful misconduct or bad faith, except that:

                         
  (i)  prior to the occurrence of any Event of Default and after the curing
  or waiving of all Events of Default that may have occurred:

                                 
  (A)  the duties and obligations of the Guarantee Trustee shall be
  determined solely by the express provisions of this Guarantee, and the
  Guarantee Trustee shall not be liable except for the performance of such
  duties and obligations as are specifically set forth in this Guarantee, and no
  implied covenants or obligations shall be read into this Guarantee against the
  Guarantee Trustee; and

                                 
  (B)  in the absence of bad faith on the part of the Guarantee Trustee,
  the Guarantee Trustee may conclusively rely, as to the truth of the statements
  and the correctness of the opinions expressed therein, upon any certificates
  or opinions furnished to the Guarantee Trustee and conforming to the
  requirements of this Guarantee; but in the case of any such certificates or
  opinions furnished to the Guarantee Trustee, the Guarantee Trustee shall be
  under a duty to examine the same to determine whether or not on their face
  they conform to the requirements of this Guarantee;

                 
  (ii) the Guarantee Trustee shall not be liable for any error of judgment made
  in good faith by a Responsible Officer of the Guarantee Trustee, unless it
  shall be proved that such Responsible Officer of the Guarantee Trustee or the
  Guarantee Trustee was negligent in ascertaining the pertinent facts upon which
  such judgment was made;

                 
  (iii) the Guarantee Trustee shall not be liable with respect to any action
  taken or omitted to be taken by it in good faith in accordance with the
  written direction of the Holders of a Majority in liquidation amount of the
  Capital Securities relating to the time, method and place of conducting any
  proceeding for any remedy available to the Guarantee Trustee, or exercising
  any trust or power conferred upon the Guarantee Trustee under this Guarantee;
  and

                 
  (iv) no provision of this Guarantee shall require the Guarantee Trustee to
  expend or risk its own funds or otherwise incur personal financial liability
  in the performance of any of its duties or in the exercise of any of its
  rights or powers, if the Guarantee Trustee shall have reasonable grounds for
  believing that the repayment of such funds is not reasonably assured to it
  under the terms of this Guarantee, or security and indemnity, reasonably
  satisfactory to the Guarantee Trustee, against such risk or liability is not
  reasonably assured to it.

  

          SECTION 2.2 Certain
  Rights of the Guarantee Trustee.

          (a) Subject to the
  provisions of Section 2.1:

  

  

                                                                          
  5

  

                 
  (i)  The Guarantee Trustee may conclusively rely, and shall be fully protected
  in acting or refraining from acting upon, any resolution, certificate,
  statement, instrument, opinion, report, notice, request, direction, consent,
  order, bond, debenture, note, other evidence of indebtedness or other paper or
  document believed by it to be genuine and to have been signed, sent or
  presented by the proper party or parties.

                 
  (ii) Any direction or act of the Guarantor contemplated by this Guarantee
  shall be sufficiently evidenced by an Officer's Certificate.

                 
  (iii) Whenever, in the administration of this Guarantee, the Guarantee Trustee
  shall deem it desirable that a matter be proved or established before taking,
  suffering or omitting any action hereunder, the Guarantee Trustee (unless
  other evidence is herein specifically prescribed) may, in the absence of bad
  faith on its part, request and conclusively rely upon an Officer's
  Certificate of the Guarantor which, upon receipt of such request, shall be
  promptly delivered by the Guarantor.

                 
  (iv) The Guarantee Trustee shall have no duty to see to any recording, filing
  or registration of any instrument or other writing (or any rerecording,
  refiling or reregistration thereof).

                 
  (v) The Guarantee Trustee may consult with counsel of its selection, and the
  advice or opinion of such counsel with respect to legal matters shall be full
  and complete authorization and protection in respect of any action taken,
  suffered or omitted by it hereunder in good faith and in accordance with such
  advice or opinion.  Such counsel may be counsel to the Guarantor or any
  of its Affiliates and may include any of its employees.  The Guarantee
  Trustee shall have the right at any time to seek instructions concerning the
  administration of this Guarantee from any court of competent jurisdiction.

                 
  (vi) The Guarantee Trustee shall be under no obligation to exercise any of the
  rights or powers vested in it by this Guarantee at the request or direction of
  any Holder, unless such Holder shall have provided to the Guarantee Trustee
  such security and indemnity, reasonably satisfactory to the Guarantee Trustee,
  against the costs, expenses (including attorneys' fees and expenses and the
  expenses of the Guarantee Trustee's agents, nominees or custodians) and
  liabilities that might be incurred by it in complying with such request or
  direction, including such reasonable advances as may be requested by the
  Guarantee Trustee; provided, however, that nothing contained in this Section
  2.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon the
  occurrence of an Event of Default, of its obligation to exercise the rights
  and powers vested in it by this Guarantee.

                 
  (vii)  The Guarantee Trustee shall not be bound to make any
  investigation into the facts or matters stated in any resolution, certificate,
  statement, instrument, opinion, report, notice, request, direction, consent,
  order, bond, debenture, note, other evidence of indebtedness or other paper or
  document, but the Guarantee Trustee, in its discretion, may make such further
  inquiry or investigation into such facts or matters as it may see fit.

  

                                                                          
  6

  

                 
  (viii) The Guarantee Trustee may execute any of the trusts or powers hereunder
  or perform any duties hereunder either directly or by or through agents,
  nominees, custodians or attorneys, and the Guarantee Trustee shall not be
  responsible for any misconduct or negligence on the part of any agent or
  attorney appointed with due care by it hereunder.

                 
  (ix) Any action taken by the Guarantee Trustee or its agents hereunder shall
  bind the Holders of the Capital Securities, and the signature of the Guarantee
  Trustee or its agents alone shall be sufficient and effective to perform any
  such action.  No third party shall be required to inquire as to the
  authority of the Guarantee Trustee to so act or as to its compliance with any
  of the terms and provisions of this Guarantee, both of which shall be
  conclusively evidenced by the Guarantee Trustee's or its agent's taking
  such action.

                 
  (x) Whenever in the administration of this Guarantee the Guarantee Trustee
  shall deem it desirable to receive instructions with respect to enforcing any
  remedy or right or taking any other action hereunder, the Guarantee Trustee
  (A) may request instructions from the Holders of a Majority in liquidation
  amount of the Capital Securities, (B) may refrain from enforcing such remedy
  or right or taking such other action until such instructions are received and
  (C) shall be protected in conclusively relying on or acting in accordance with
  such instructions.

                 
  (xi) The Guarantee Trustee shall not be liable for any action taken, suffered,
  or omitted to be taken by it in good faith and reasonably believed by it to be
  authorized or within the discretion or rights or powers conferred upon it by
  this Guarantee.

           (b) No provision of this
  Guarantee shall be deemed to impose any duty or obligation on the Guarantee
  Trustee to perform any act or acts or exercise any right, power, duty or
  obligation conferred or imposed on it, in any jurisdiction in which it shall
  be illegal or in which the Guarantee Trustee shall be unqualified or
  incompetent in accordance with applicable law to perform any such act or acts
  or to exercise any such right, power, duty or obligation.  No permissive
  power or authority available to the Guarantee Trustee shall be construed to be
  a duty.

              SECTION
  2.3 Not Responsible for Recitals or Issuance of
  Guarantee.

             
  The recitals contained in this Guarantee shall be taken as the statements of
  the Guarantor, and the Guarantee Trustee does not assume any responsibility
  for their correctness.  The Guarantee Trustee makes no representation as
  to the validity or sufficiency of this Guarantee.

                 
  SECTION 2.4 Events of Default; Waiver.

                     
  (a)   An "Event of Default" under this Guarantee will
  occur upon the failure of the Guarantor to perform any of its payment or other
  obligations hereunder.

                      
  (b) The Holders of a Majority in liquidation amount of the Capital Securities
  may, voting or consenting as a class, on behalf of the Holders of all of the
  Capital Securities, 

  

  

                                                                                  
  7

  

  

  waive any past Event of Default and its consequences.  Upon such waiver,
  any such Event of Default shall cease to exist, and shall be deemed to have
  been cured, for every purpose of this Guarantee, but no such waiver shall
  extend to any subsequent or other default or Event of Default or impair any
  right consequent thereon.

                     
  SECTION 2.5 Events of Default; Notice.

                     
  (a)  The Guarantee Trustee shall, within 90 days after the occurrence of
  an Event of Default, transmit by mail, first class postage prepaid, to the
  Holders of the Capital Securities, notices of all Events of Default actually
  known to a Responsible Officer of the Guarantee Trustee, unless such defaults
  have been cured before the giving of such notice, provided, however, that the
  Guarantee Trustee shall be protected in withholding such notice if and so long
  as a Responsible Officer of the Guarantee Trustee in good faith determines
  that the withholding of such notice is in the interests of the Holders of the
  Capital Securities.

                     
  (b) The Guarantee Trustee shall not be charged with knowledge of any Event of
  Default unless the Guarantee Trustee shall have received written notice
  thereof from the Guarantor or a Holder of the Capital Securities, or a
  Responsible Officer of the Guarantee Trustee charged with the administration
  of this Guarantee shall have actual knowledge thereof.

  ARTICLE III

  

  THE GUARANTEE TRUSTEE

                     
  SECTION 3.1 The Guarantee Trustee; Eligibility.

                     
  (a)           There shall at
  all times be a Guarantee Trustee which shall:

                                     
  (i)     not be an Affiliate of the Guarantor; and

                                     
  (ii) be a corporation or national association organized and doing business
  under the laws of the United States of America or any state thereof or of the
  District of Columbia, or Person authorized under such laws to exercise
  corporate trust powers, having a combined capital and surplus of at least 50
  million U.S. dollars ($50,000,000), and subject to supervision or examination
  by federal, state or District of Columbia authority.  If such corporation
  or national association publishes reports of condition at least annually,
  pursuant to law or to the requirements of the supervising or examining
  authority referred to above, then, for the purposes of this Section
  3.1(a)(ii), the combined capital and surplus of such corporation or national
  association shall be deemed to be its combined capital and surplus as set
  forth in its most recent report of condition so published.

                   
  (b) If at any time the Guarantee Trustee shall cease to be eligible to so act
  under Section 3.1(a), the Guarantee Trustee shall immediately resign in the
  manner and with the effect set forth in Section 3.2(c).

                   
  (c) If the Guarantee Trustee has or shall acquire any "conflicting
  interest" within the meaning of Section 310(b) of the Trust Indenture
  Act, the Guarantee Trustee shall

  

                                                                                    
  8 

  

  

  

  either eliminate such interest or resign to the extent and in the manner
  provided by, and subject to, this Guarantee.

                 
  SECTION 3.2 Appointment, Removal and Resignation of the
  Guarantee Trustee.

                 
  (a) Subject to Section 3.2(b), the Guarantee Trustee may be appointed or
  removed without cause at any time by the Guarantor except during an Event of
  Default.

                 
  (b) The Guarantee Trustee shall not be removed in accordance with Section
  3.2(a) until a Successor Guarantee Trustee has been appointed and has accepted
  such appointment by written instrument executed by such Successor Guarantee
  Trustee and delivered to the Guarantor.

                 
  (c) The Guarantee Trustee appointed to office shall hold office until a
  Successor Guarantee Trustee shall have been appointed or until its removal or
  resignation.  The Guarantee Trustee may resign from office (without need
  for prior or subsequent accounting) by an instrument in writing executed by
  the Guarantee Trustee and delivered to the Guarantor, which resignation shall
  not take effect until a Successor Guarantee Trustee has been appointed and has
  accepted such appointment by an instrument in writing executed by such
  Successor Guarantee Trustee and delivered to the Guarantor and the resigning
  Guarantee Trustee.

                 
  (d)  If no Successor Guarantee Trustee shall have been appointed and
  accepted appointment as provided in this Section 3.2 within 60 days after
  delivery of an instrument of removal or resignation, the Guarantee Trustee
  resigning or being removed may petition any court of competent jurisdiction
  for appointment of a Successor Guarantee Trustee.  Such court may
  thereupon, after prescribing such notice, if any, as it may deem proper,
  appoint a Successor Guarantee Trustee.

                 
  (e) No Guarantee Trustee shall be liable for the acts or omissions to act of
  any Successor Guarantee Trustee.

                 
  (f) Upon termination of this Guarantee or removal or resignation of the
  Guarantee Trustee pursuant to this Section 3.2, the Guarantor shall pay to the
  Guarantee Trustee all amounts owing to the Guarantee Trustee under Sections
  7.2 and 7.3 accrued to the date of such termination, removal or resignation.

  

  ARTICLE IV

  GUARANTEE

                    SECTION 4.1 Guarantee.

                  
  (a) The Guarantor irrevocably and unconditionally agrees to pay in full to the
  Holders the Guarantee Payments (without duplication of amounts theretofore
  paid by the Issuer), as and when due, regardless of any defense (except
  defense of payment by the Issuer), right of set-off or counterclaim that the
  Issuer may have or assert.  The Guarantor's obligation to make a
  Guarantee Payment may be satisfied by direct payment of the required amounts
  by the Guarantor to the Holders or by causing the Issuer to pay such amounts
  to the Holders.

  

                                                                                
  9

  

                    
  (b) The Guarantor hereby also agrees to assume any and all Obligations of the
  Issuer and in the event any such Obligation is not so assumed, subject to the
  terms and conditions hereof, the Guarantor hereby irrevocably and
  unconditionally guarantees to each Beneficiary the full payment, when and as
  due, of any and all Obligations to such Beneficiaries.  This Guarantee is
  intended to be for the Beneficiaries who have received notice hereof.

                   SECTION 4.2 Waiver of Notice and Demand.

  The Guarantor hereby waives notice of
  acceptance of this Guarantee and of any liability to which it applies or may
  apply, presentment, demand for payment, any right to require a proceeding
  first against the Issuer or any other Person before proceeding against the
  Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
  redemption and all other notices and demands.

                   SECTION 4.3 Obligations Not Affected.

                  
  The obligations, covenants, agreements and duties of the Guarantor under this
  Guarantee shall in no way be affected or impaired by reason of the happening
  from time to time of any of the following:

                  
  (a) the release or waiver, by operation of law or otherwise, of the
  performance or observance by the Issuer of any express or implied agreement,
  covenant, term or condition relating to the Capital Securities to be performed
  or observed by the Issuer;

                  
  (b) the extension of time for the payment by the Issuer of all or any portion
  of the Distributions, the price payable upon the redemption of the Capital
  Securities, the Liquidation Distribution or any other sums payable under the
  terms of the Capital Securities or the extension of time for the performance
  of any other obligation under, arising out of, or in connection with, the
  Capital Securities (other than an extension of time for the payment of the
  Distributions, the price payable upon the redemption of the Capital
  Securities, the Liquidation Distribution or other sums payable that results
  from the extension of any interest payment period on the Debentures);

                    
  (c) any failure, omission, delay or lack of diligence on the part of the
  Holders to enforce, assert or exercise any right, privilege, power or remedy
  conferred on the Holders pursuant to the terms of the Capital Securities, or
  any action on the part of the Issuer granting indulgence or extension of any
  kind;

                    
  (d) the voluntary or involuntary liquidation, dissolution, sale of any
  collateral, receivership, insolvency, bankruptcy, assignment for the benefit
  of creditors, reorganization, arrangement, composition or readjustment of debt
  of, or other similar proceedings affecting, the Issuer or any of the assets of
  the Issuer;

                     (e) any invalidity of, or defect or deficiency in, the Capital Securities;

  

                     (f) the settlement or compromise of any obligation guaranteed hereby or hereby
  incurred; or

  

  

                                                                             
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  (g)  any other circumstance whatsoever that might otherwise constitute a
  legal or equitable discharge or defense of a guarantor, it being the intent of
  this Section 4.3 that the obligations of the Guarantor hereunder shall be
  absolute and unconditional under any and all circumstances.

                      
  There shall be no obligation of the Holders to give notice to, or obtain
  consent of, the Guarantor with respect to the happening of any of the
  foregoing.

                     
  SECTION 4.4 Rights of Holders.

                     
  (a) The Holders of a Majority in liquidation amount of the Capital Securities
  have the right to direct the time, method and place of conducting any
  proceeding for any remedy available to the Guarantee Trustee in respect of
  this Guarantee or to direct the exercise of any trust or power conferred upon
  the Guarantee Trustee under this Guarantee; provided, however, that (subject
  to Sections 2.1 and 2.2) the Guarantee Trustee shall have the right to decline
  to follow any such direction if the Guarantee Trustee shall determine that the
  actions so directed would be unjustly prejudicial to the Holders not taking
  part in such direction or if the Guarantee Trustee being advised by legal
  counsel determines that the action or proceeding so directed may not lawfully
  be taken or if the Guarantee Trustee in good faith by its board of directors
  or trustees, executive committee or a trust committee of directors or trustees
  and/or Responsible Officers shall determine that the action or proceeding so
  directed would involve the Guarantee Trustee in personal liability.

                      
  (b) Any Holder of Capital Securities may institute a legal proceeding directly
  against the Guarantor to enforce the Guarantee Trustee's rights under this
  Guarantee, without first instituting a legal proceeding against the Issuer,
  the Guarantee Trustee or any other Person.  The Guarantor waives any
  right or remedy to require that any such action be brought first against the
  Issuer, the Guarantee Trustee or any other Person before so proceeding
  directly against the Guarantor.

                     
  SECTION 4.5 Guarantee of Payment.

                     
  This Guarantee creates a guarantee of payment and not of collection.

                     
  SECTION 4.6 Subrogation.

                     
  The Guarantor shall be subrogated to all (if any) rights of the Holders of
  Capital Securities against the Issuer in respect of any amounts paid to such
  Holders by the Guarantor under this Guarantee; provided, however, that the
  Guarantor shall not (except to the extent required by applicable provisions of
  law) be entitled to enforce or exercise any right that it may acquire by way
  of subrogation or any indemnity, reimbursement or other agreement, in all
  cases as a result of payment under this Guarantee, if, after giving effect to
  any such payment, any amounts are due and unpaid under this Guarantee. 
  If any amount shall be paid to the Guarantor in violation of the preceding
  sentence, the Guarantor agrees to hold such amount in trust for the Holders
  and to pay over such amount to the Holders.

  

  

                                                                                 
  11

  

                     
  SECTION 4.7 Independent Obligations.

                     
  The Guarantor acknowledges that its obligations hereunder are independent of
  the obligations of the Issuer with respect to the Capital Securities and that
  the Guarantor shall be liable as principal and as debtor hereunder to make
  Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the
  occurrence of any event referred to in subsections (a) through (g), inclusive,
  of Section 4.3 hereof.

                     
  SECTION 4.8 Enforcement.

                     
  A Beneficiary may enforce the Obligations of the Guarantor contained in
  Section 4.1(b) directly against the Guarantor, and the Guarantor waives any
  right or remedy to require that any action be brought against the Issuer or
  any other person or entity before proceeding against the Guarantor.

                     
  The Guarantor shall be subrogated to all rights (if any) of any Beneficiary
  against the Issuer in respect of any amounts paid to the Beneficiaries by the
  Guarantor under this Guarantee; provided, however, that the Guarantor shall
  not (except to the extent required by applicable provisions of law) be
  entitled to enforce or exercise any rights that it may acquire by way of
  subrogation or any indemnity, reimbursement or other agreement, in all cases
  as a result of payment under this Guarantee, if, after giving effect to such
  payment, any amounts are due and unpaid under this Guarantee.  If any
  amount shall be paid to the Guarantor in violation of the preceding sentence,
  the Guarantor agrees to hold such amount in trust for the Beneficiaries and to
  pay over such amount to the Beneficiaries.

  ARTICLE V

  

  LIMITATION OF TRANSACTIONS; SUBORDINATION

                              
  SECTION 5.1 Limitation of Transactions.

                              
  So long as any Capital Securities remain outstanding, if (a) there shall have
  occurred and be continuing an Event of Default or (b) Debenture Issuer shall
  have selected an Extension Period as provided in the Indenture and such
  period, or any extension thereof, shall have commenced and be continuing, then
  the Guarantor may not (x) declare or pay any dividends or distributions on, or
  redeem, purchase, acquire, or make a liquidation payment with respect to, any
  of the Guarantor's capital stock, (y) make any payment of principal of or
  interest or premium, if any, on or repay, repurchase or redeem any debt
  securities of the Guarantor that rank in all respects pari passu with
  or junior in interest to the Debentures or (z) make any payment under any
  guarantees of the Guarantor that rank in all respects pari passu with
  or junior in interest to this Guarantee (other than (i) repurchases,
  redemptions or other acquisitions of shares of capital stock of the Guarantor
  (A) in connection with any employment contract, benefit plan or other similar
  arrangement with or for the benefit of one or more employees, officers,
  directors, or consultants, (B) in connection with a dividend reinvestment or
  stockholder stock purchase plan or (C) in connection with the issuance of
  capital stock of the Guarantor (or securities convertible into or exercisable
  for such capital stock), as consideration in an acquisition transaction
  entered into prior to the occurrence of the Event of Default or the 

  

  

                                                                           
  12

  

  applicable Extension Period, (ii) as
  a result of any exchange or conversion of any class or series of the Guarantor's
  capital stock (or any capital stock of a subsidiary of the Guarantor) for any
  class or series of the Guarantor's capital stock or of any class or series
  of the Guarantor's indebtedness for any class or series of the Guarantor's
  capital stock, (iii) the purchase of fractional interests in shares of the
  Guarantor's capital stock pursuant to the conversion or exchange provisions
  of such capital stock or the security being converted or exchanged, (iv) any
  declaration of a dividend in connection with any stockholder's rights plan,
  or the issuance of rights, stock or other property under any stockholder's
  rights plan, or the redemption or repurchase of rights pursuant thereto, or
  (v) any dividend in the form of stock, warrants, options or other rights where
  the dividend stock or the stock issuable upon exercise of such warrants,
  options or other rights is the same stock as that on which the dividend is
  being paid or ranks pari passu with or junior in interest to such
  stock).

                 
  SECTION 5.2 Ranking.

                 
  This Guarantee will constitute an unsecured obligation of the Guarantor and
  will rank subordinate and junior in right of payment to all present and future
  Senior Indebtedness (as defined in the Indenture) of the Guarantor.  By
  their acceptance thereof, each Holder of Capital Securities agrees to the
  foregoing provisions of this Guarantee and the other terms set forth herein.

  ARTICLE VI

  

  TERMINATION

                 
  SECTION 6.1 Termination.

                 
  This Guarantee shall terminate as to the Capital Securities (i) upon full
  payment of the price payable upon redemption of all Capital Securities then
  outstanding, (ii) upon the distribution of all of the Debentures to the
  Holders of all of the Capital Securities or (iii) upon full payment of the
  amounts payable in accordance with the Declaration upon dissolution of the
  Issuer.  This Guarantee will continue to be effective or will be
  reinstated, as the case may be, if at any time any Holder of Capital
  Securities must restore payment of any sums paid under the Capital Securities
  or under this Guarantee.

  ARTICLE VII

  

  INDEMNIFICATION

              SECTION
  7.1 Exculpation.

              (a) No
  Indemnified Person shall be liable, responsible or accountable in damages or
  otherwise to the Guarantor or any Covered Person for any loss, damage or claim
  incurred by reason of any act or omission of such Indemnified Person in good
  faith in accordance with this Guarantee and in a manner that such Indemnified
  Person reasonably believed to be within the scope of the authority conferred
  on such Indemnified Person by this Guarantee or by law, except that an
  Indemnified Person shall be liable for any such loss, damage or claim 

  

  

                                                                             
  13

  

  incurred by reason of such Indemnified Person's negligence, willful
  misconduct or bad faith with respect to such acts or omissions.

                 
  (b) An Indemnified Person shall be fully protected in relying in good faith
  upon the records of the Issuer or the Guarantor and upon such information,
  opinions, reports or statements presented to the Issuer or the Guarantor by
  any Person as to matters the Indemnified Person reasonably believes are within
  such other Person's professional or expert competence and who, if selected
  by such Indemnified Person, has been selected with reasonable care by such
  Indemnified Person, including information, opinions, reports or statements as
  to the value and amount of the assets, liabilities, profits, losses, or any
  other facts pertinent to the existence and amount of assets from which
  Distributions to Holders of Capital Securities might properly be paid.

                 
  SECTION 7.2 Indemnification.

                 
  (a) The Guarantor agrees to indemnify each Indemnified Person for, and to hold
  each Indemnified Person harmless against, any and all loss, liability, damage,
  claim or expense incurred without negligence, willful misconduct or bad faith
  on the part of the Indemnified Person, arising out of or in connection with
  the acceptance or administration of the trust or trusts hereunder, including
  but not limited to the costs and expenses (including reasonable legal fees and
  expenses) of the Indemnified Person defending itself against, or
  investigating, any claim or liability in connection with the exercise or
  performance of any of the Indemnified Person's powers or duties
  hereunder.  The obligation to indemnify as set forth in this Section 7.2
  shall survive the resignation or removal of the Guarantee Trustee and the
  termination of this Guarantee.

                 
  (b) Promptly after receipt by an Indemnified Person under this Section 7.2 of
  notice of the commencement of any action, such Indemnified Person will, if a
  claim in respect thereof is to be made against the Guarantor under this
  Section 7.2, notify the Guarantor in writing of the commencement thereof; but
  the failure so to notify the Guarantor (i) will not relieve the Guarantor from
  liability under paragraph (a) above unless and to the extent that the
  Guarantor did not otherwise learn of such action and such failure results in
  the forfeiture by the Guarantor of substantial rights and defenses and (ii)
  will not, in any event, relieve the Guarantor from any obligations to any
  Indemnified Person other than the indemnification obligation provided in
  paragraph (a) above.  The Guarantor shall be entitled to appoint counsel
  of the Guarantor's choice at the Guarantor's expense to represent the
  Indemnified Person in any action for which indemnification is sought (in which
  case the Guarantor shall not thereafter be responsible for the fees and
  expenses of any separate counsel retained by the Indemnified Person or Persons
  except as set forth below); provided, however, that such counsel shall be
  satisfactory to the Indemnified Person.  Notwithstanding the Guarantor's
  election to appoint counsel to represent the Indemnified Person in any action,
  the Indemnified Person shall have the right to employ separate counsel
  (including local counsel), and the Guarantor shall bear the reasonable fees,
  costs and expenses of such separate counsel, if (i) the use of counsel chosen
  by the Guarantor to represent the Indemnified Person would present such
  counsel with a conflict of interest, (ii) the actual or potential defendants
  in, or targets of, any such action include both the Indemnified Person and the
  Guarantor and the Indemnified Person shall have reasonably concluded that
  there may be legal defenses available to it and/or other Indemnified Persons

  

                                                                              
  14

  

   which are different from or additional to those available to the
  Guarantor, (iii) the Guarantor shall not have employed counsel satisfactory to
  the Indemnified Person to represent the Indemnified Person within a reasonable
  time after notice of the institution of such action or (iv) the Guarantor
  shall authorize the Indemnified Person to employ separate counsel at the
  expense of the Guarantor.  The Guarantor will not, without the prior
  written consent of the Indemnified Persons, settle or compromise or consent to
  the entry of any judgment with respect to any pending or threatened claim,
  action, suit or proceeding in respect of which indemnification or contribution
  may be sought hereunder (whether or not the Indemnified Persons are actual or
  potential parties to such claim or action) unless such settlement, compromise
  or consent includes an unconditional release of each Indemnified Person from
  all liability arising out of such claim, action, suit or proceeding.

                 
  SECTION 7.3 Compensation; Reimbursement of Expenses.

                 
  The Guarantor agrees:

                 
  (a) to pay to the Guarantee Trustee from time to time such compensation for
  all services rendered by it hereunder as the parties shall agree to from time
  to time (which compensation shall not be limited by any provision of law in
  regard to the compensation of a trustee of an express trust); and

                 
  (b) except as otherwise expressly provided herein, to reimburse the Guarantee
  Trustee upon request for all reasonable expenses, disbursements and advances
  incurred or made by it in accordance with any provision of this Guarantee
  (including the reasonable compensation and the expenses and disbursements of
  its agents and counsel), except any such expense, disbursement or advance as
  may be attributable to the negligence, willful misconduct or bad faith of the
  Guarantee Trustee.

                    
  The provisions of this Section 7.3 shall survive the resignation or removal of
  the Guarantee Trustee and the termination of this Guarantee.

  ARTICLE VIII

  

  MISCELLANEOUS

                 
  SECTION 8.1 Successors and Assigns.

                 
  All guarantees and agreements contained in this Guarantee shall bind the
  successors, assigns, receivers, trustees and representatives of the Guarantor
  and shall inure to the benefit of the Holders of the Capital Securities then
  outstanding.  Except in connection with any merger or consolidation of
  the Guarantor with or into another entity or any sale, transfer or lease of
  the Guarantor's assets to another entity, in each case to the extent
  permitted under the Indenture, the Guarantor may not assign its rights or
  delegate its obligations under this Guarantee without the prior approval of
  the Holders of a Majority in liquidation amount of the Capital Securities.

  

  

                                                                             
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  SECTION 8.2 Amendments.

  Except with respect to any changes
  that do not adversely affect the powers, preferences, rights or interests of
  Holders of the Capital Securities in any material respect (in which case no
  approval of Holders will be required), this Guarantee may be amended only with
  the prior approval of the Holders of a Majority in liquidation amount of the
  Capital Securities.  The provisions of the Declaration with respect to
  amendments thereof shall apply equally with respect to amendments of the
  Guarantee.

                 
  SECTION 8.3 Notices.

                 
  All notices provided for in this Guarantee shall be in writing, duly signed by
  the party giving such notice, and shall be delivered, telecopied or mailed by
  first class mail, as follows:

                 
  (a)  if given to the Guarantee Trustee, at the Guarantee Trustee's
  mailing address set forth below (or such other address as the Guarantee
  Trustee may give notice of to the Holders of the Capital Securities):
  Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
  Wilmington, Delaware 19890-0001, Attention: Corporate Capital Markets,
  Telecopy: 302-636-4140, Telephone:  302-651-1000;

                 
  (b) if given to the Guarantor, at the Guarantor's mailing address set forth
  below (or such other address as the Guarantor may give notice of to the
  Holders of the Capital Securities and to the Guarantee Trustee): PFF Bancorp,
  Inc., 350 South Garey Avenue, Pomona, California 91766, Attention: Gregory C.
  Talbott, Telecopy: 909 620-0296, Telephone: 909 623-2323; or

                 
  (c) if given to any Holder of the Capital Securities, at the address set forth
  on the books and records of the Issuer.

                 
  All such notices shall be deemed to have been given when received in person,
  telecopied with receipt confirmed, or mailed by first class mail, postage
  prepaid, except that if a notice or other document is refused delivery or
  cannot be delivered because of a changed address of which no notice was given,
  such notice or other document shall be deemed to have been delivered on the
  date of such refusal or inability to deliver.

                 
  SECTION 8.4 Benefit.

                 
  This Guarantee is solely for the benefit of the Holders of the Capital
  Securities and, subject to Section 2.1(a), is not separately transferable from
  the Capital Securities.

                 
  SECTION 8.5 Governing Law.

  THIS GUARANTEE SHALL BE
  GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
  YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID STATE OTHER THAN
  SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

  

                                                                             
  16

  

                 
  SECTION 8.6 Counterparts.

                 
  This Guarantee may contain more than one counterpart of the signature page and
  this Guarantee may be executed by the affixing of the signature of the
  Guarantor and the Guarantee Trustee to any of such counterpart signature
  pages.  All of such counterpart signature pages shall be read as though
  one, and they shall have the same force and effect as though all of the
  signers had signed a single signature page.

  

                                                                             
  17
  

                 
  THIS GUARANTEE is executed as of the day and year first above written.

                                                                     
  PFF Bancorp, Inc.,

                                                                     
  as Guarantor

                                                                     
  By:   /s/  Gregory C. Talbott 

                                                                     
  Name: Gregory C. Talbott

                                                                     
  Title:   Executive Vice President, Chief

                                                                               
  Financial Officer and Treasurer   

                                                                    
  WILMINGTON TRUST COMPANY,

                                                                     
  as Guarantee Trustee

                                                                     
  By:  /s/ W. Thomas Morris II    

                                                                     
  Name: W. Thomas Morris, II

                                                                     
  Title:  Senior Financial Services Officer

   



 

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