RANCHO CUCAMONGA, Calif., June 16 /PRNewswire-FirstCall/ -- PFF Bancorp,Inc. (NYSE: PFB) ('PFF Bancorp' or the 'Company'), the holding company of PFFBank & Trust (the 'Bank'), Glencrest Investment Advisors, Inc., andDiversified Builder Services, Inc., today announced the signing of adefinitive merger agreement under which FBOP Corporation ('FBOP'), the parentcompany of California National Bank, will acquire PFF Bancorp. Under theterms of the agreement, upon the consummation of the transaction thestockholders of PFF Bancorp will receive $1.35 in cash for each share of PFFBancorp common stock held. In addition, in order to maintain the Bank's'adequately capitalized' regulatory status, FBOP will immediately loan $7million to PFF Bancorp in exchange for a secured note convertible intopreferred stock of the Company with voting rights equivalent to 19.9% of theoutstanding voting stock of the Company. Also, in connection with the merger,the maturity date of the Company's secured commercial bank loan with a currentoutstanding principal balance of $44.0 million was extended from June 16,2008, to June 16, 2009.

'We have admired PFF Bank & Trust for many years and believe that ourshared cultures and steadfast commitment to principles of community bankingand customer service will lead to a seamless merger that offers great benefitsfor PFF's customers and employees,' said Greg Mitchell, President and CEO ofCalifornia National Bank. 'While PFF and the Inland Empire are facingeconomic challenges, we see this market as 'a land of opportunity' and lookforward to working with PFF's employees, community leaders and business ownersin building for a stronger tomorrow.'

'After much thoughtful consideration, our Board of Directors determinedthat this transaction is in the best interests of our stockholders, creditors,customers and employees,' said Kevin McCarthy, President and CEO of PFFBancorp. 'PFF has a long and rich history in the communities we serve and webelieve that even before the merger is completed we will benefit from thesupport and financial resources of CalNational and FBOP. Together we willenhance our position in the region. Our shared commitment to providing'Customers First' service will result in being the bank of choice in ourcommunities today and into the future.'

PFF Bancorp's Board of Directors has unanimously approved the merger andhas recommended that the Company's stockholders approve the transaction.Certain directors and executive officers of the Company have signed agreementsto vote their shares in favor of the proposed merger. These agreements applyto approximately 800,000 of the Company's outstanding shares. In addition,the Company's financial advisor, Sandler O'Neill + Partners, L.P., provided afairness opinion to the Board of Directors that the terms of the transactionare fair to PFF Bancorp's stockholders from a financial point of view.

PFF Bancorp has agreed to certain covenants that will limit the permittedactivities of PFF Bancorp and its subsidiaries until the consummation of themerger. These covenants include, but are not limited to, limitations on:declaring, making or paying dividends or making other capital distributions;incurring, issuing or rolling over debt, increasing any current lines ofcredit or guaranteeing the debt of any entity; entering into, renewing orrevising any contractual arrangements related to compensation or benefits withany senior or executive officer; and otherwise engaging in transactionsoutside the ordinary course of the Company's business.