Summary of UNITED PAN AM FINANCIAL CORP

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 1, 2008, United PanAm Financial Corp., a California corporation ("UPFC") announced that Julie Sullivan resigned effective as of December 31, 2008 as a member of its Board of Directors and as Chair of the Board's Audit Committee, and that Giles Bateman, 63, a director of UPFC since April 2006 and a current audit committee member, has been appointed as replacement Chair of the Board's Audit Committee effective as of January 1, 2009. Ms. Sullivan, who was elected as a Class II director at UPFC's Annual Meeting in July 2007 for a term ending at the Annual Meeting in 2009, notified the Board of significant new demands on her time associated with her other professional endeavors.

Ms. Sullivan's written resignation, attached hereto as Exhibit 99.1, was accepted by the Board effective December 31, 2008, concurrently with its determination upon the recommendation of the independent members of the UPFC Board to appoint Mr. Bateman as replacement Chairman of the Audit Committee. Ms. Sullivan's resignation as a director is not a result of any disagreement with the Company concerning any matter relating to the Company's operations, policies or practices, but in view of increasing work load and time commitments associated with her responsibilities for the University of San Diego, at which she is employed as the Provost and Vice President of Academic Affairs. Ms. Sullivan also confirmed that she has no disagreements with management or UPFC's external auditors over the financial reporting of the Company and confirmed she would be available to work closely with Mr. Bateman in the coming weeks to ensure an efficient transition of the Audit Committee Chair responsibilities.

Ms. Sullivan's resignation as director will leave a vacancy on the UPFC Board, and the independent members of the UPFC Board have undertaken to identify qualified potential independent director candidates to fill this vacancy.

The Company issued a press release on December 1, 2008, regarding these matters, which is filed as Exhibit 99.2 to this Current Report on Form 8-K. The contents of that exhibit are incorporated herein by reference.