THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

United PanAm Financial Corp. (UPFC)

5/1/2006 Proxy Information

On July 26, 2005, we entered into the Second Amended and Restated Registration Rights Agreement (which amended and restated that certain Amended and Restated Registration Rights Agreement entered into on September 29, 2004 and effective as of July 1, 2004). Pursuant to this agreement, we will pay certain costs associated with a secondary offering by Pan American Financial, L.P. and will receive reimbursement upon the earlier to occur of (a) certain dates which are delineated in the agreement, and (b) the completion of the offering. Guillermo Bron, Chairman of the Board of Directors, is the managing member of PAFGP, LLC, which is the sole general partner of Pan American Financial, L.P. As of April 25, 2006, Pan American Financial, L.P. has reimbursed us for all such costs that we incurred in connection with the offering.