Director Retirement Benefits

DOWNEY FINANCIAL CORP.


RESOLUTION DFC001-2000a


DIRECTORS' MEETINGS, COMMITTEES AND COMPENSATION


WHEREAS, the time, location of and other particulars with respect to the regular meetings of the Downey Financial Corp. (the "Corporation") Board of Directors should be established; and


WHEREAS, in order to fulfill its duties to shareholders and efficiently and effectively carry out its responsibilities it is necessary and appropriate that this Corporation's Board of Directors ("Board") establish committees to assist the Board; and


WHEREAS, the Board has determined that the creation of the committees from time to time to carry out certain duties and responsibilities of the Board to keep the Board informed and involved is in the best interests of this Corporation and will permit this Board to more effectively carry out its duties; and


WHEREAS, the Board has determined that it is necessary and appropriate for the recruitment and retention of directors who are not also full-time employees of the Corporation or any of its subsidiaries to provide for compensation to be paid to such directors.


RESOLVED, that the Regular Meeting of the Board of this Corporation shall be held at the corporate office of Downey Savings and Loan Association, F.A. ("Downey") on the fourth Wednesday of each month, or at such other time and place as this Board may designate; and


RESOLVED FURTHER, that the standing committees of the Board shall be the Audit Committee, the Compensation Committee, the Executive Committee and the Nominating Committee; and


RESOLVED FURTHER, that this Board shall from time to time appoint other committees to fulfill the duties and responsibilities assigned to this Board as this Board shall determine; and


RESOLVED FURTHER, that the compensation of each Director, who is not also a full-time employee of this Corporation or any of its subsidiaries shall be paid by the Corporation and Downey as follows:


1


CORPORATION DOWNEY DSL
----------- ------ ---


Annual Retainer $12,000 $12,000


...