Exhibit 4.5


FORM OF SENIOR DEBT SECURITY

[Face of Security]

ITLA CAPITAL CORPORATION


            [If applicable, insert - FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT
PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUE
PRICE OF THIS SECURITY IS ___% OF ITS PRINCIPAL AMOUNT AT STATED MATURITY
SET FORTH BELOW (ITS "PRINCIPAL AMOUNT"), THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT IS ___% OF ITS PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ___%
AND THE ISSUE DATE IS ____________.]


            [IF THE SECURITY IS A GLOBAL SECURITY, INSERT - THIS NOTE IS A GLOBAL
SECURITY.  IT IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY (AS HEREINAFTER DEFINED) OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR A NOMINEE OF THE DEPOSITARY TO A SUCCESSOR OF THE DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]


            [Unless this Security is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) to the Company (as defined below) or its agent
for registration of transfer, exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as requested by an authorized representative of The Depository
Trust Company (and any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]


	No. ________	$________
		CUSIP No.





            ITLA Capital Corporation, a Delaware corporation (herein called the "Company," which term
includes any successor corporation under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to ________________, or registered assigns, the principal sum of
________ Dollars on _______________ [if Security is to bear interest prior to maturity, insert --, and
to pay interest thereon from ______________, 20__ or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, [semi-annually] on ____________, and
__________________ of each year, commencing _________________, at the rate of ___% per
annum, until the principal hereof is paid or made available for payment [if applicable, insert --,
provided that any principal and premium, and any such installment of interest, which is overdue shall
bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand].  The interest so payable, and punctually







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paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on the regular record date for such interest, which regular record date shall be
either (i) the fifteenth day of the month immediately preceding the month in which an Interest
Payment Date is on the first day of a month, or (ii) the last day of the month immediately preceding
the month in which an Interest Payment Date is on the fifteenth day of a month, whether or not such
date is a Business Day.  Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Securityholder on such record date and may either be paid to the Person
this Security (or one or more Predecessor Securities) is registered at the close of business on a special
record date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which
shall be given to holders of Securities of this series not less than 10 days prior to such special record
date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in the Indenture. [If the Security is not to
bear interest prior to maturity, insert -- The principal of this Security shall not bear interest except
in the case of a default in payment of principal upon acceleration, upon redemption or at stated
maturity and in such case the overdue principal and any overdue premium shall bear interest at the
rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for payment. Interest on
any overdue principal or premium shall be payable on demand. [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate of ___% per annum
(to the extent that the payment of such interest on interest shall be legally enforceable), from the date
of such demand until the amount so demanded is paid or made available for payment.  Interest on
any overdue interest shall be payable on demand.]]

            Payment of the principal of (and premium, if any, on) and [any such] interest on this Security
will be made at the office or agency of the Company maintained for that purpose in _______, in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts [; provided, however, that at the option of the Company payment
of interest may be made by check mailed to the address of the Person entitled thereto as such address
shall appear in the register].


            Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.


            Unless the certificate of authentication hereon has been manually executed by or on behalf
of the Trustee under the Indenture referred to on the reverse hereof, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.





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            IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.


		ITLA CAPITAL CORPORATION




		By:	 
[Title]
	Attest and Countersign:


	

Secretary









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[Form of Reverse of Security.]



ITLA CAPITAL CORPORATION


            This Security is one of a duly authorized issue of securities of the Company (herein called
the "Securities"), issued and to be issued in one or more series under an Indenture dated as of
____________, 20__ (herein called the "Indenture," which term shall have the meaning assigned to
it in such instrument), between the Company and _______________, as trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered.  This Security is one of the series designated on the face hereof [, limited in aggregate
principal amount to $_______].


            [If the Security is to be subject to redemption at the option of the Company, insert the
following and/or other applicable redemption provisions --The Securities of this series are subject
to redemption upon not less than 30 days' nor more than 90 days' notice provided in the manner set
forth in the Indenture, [in whole or in part], at the following Redemption Prices (expressed as
percentages of the principal amount of the Securities to be redeemed), together (except as otherwise
provided in the Indenture) with accrued and unpaid interest, to, but excluding, the Redemption Date,
if redeemed during the 12-month period beginning ________ of the years set forth below: 


	Year	Redemption Price
		



and thereafter at a Redemption Price equal to 100% of the principal amount together, in the case of
any such redemption [(whether through operation of the sinking fund or otherwise)], with accrued
interest to the Redemption Date, but interest installments the stated maturity of which is on or prior
to such Redemption Date will be payable to the holders of such Securities of record at the close of
business on the relevant record dates referred to on the face hereof, all as provided in the Indenture.]


            [If the Security is to be redeemable in part, insert--In the event of redemption of this Security
in part only, a new Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Securityholder upon the cancellation hereof.]


            [If the Security is to be subject to repayment at the option of the Securityholder, insert--To
be repaid at the option of the Securityholder, the Company must receive this Security, with notice
of the Securityholder's election to exercise such option in the form prescribed therefor by the
Company duly completed, at an office or agency of the Company maintained for that purpose in
_______ (or at such other place of which the Company shall from time to time notify the holder of
this Security) not less than nor more than _______ days prior to the repayment date. The exercise
of the repayment option by the holder shall be irrevocable.]






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            [If the Security is not to be subject to redemption at the option of the Company, insert--The
Securities are not redeemable at the option of the Company prior to Maturity.]


            [If the Security is not to be an Original Issue Discount Security, insert-- If an Event of Default
with respect to Securities of this series shall occur and be continuing, the principal of the Securities
of this series may be declared due and payable in the manner and with the effect provided in the
Indenture.] 


            The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the holders of
the Securities of each series under the Indenture to be affected at any time by the Company with the
consent of the holders of not less than a majority in aggregate principal amount of the Securities at
the time Outstanding of each series to be affected.  The Indenture also contains provisions permitting
the holders of specified percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the holders of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the holder of this Security shall be conclusive
and binding upon such holder and upon all future holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent of waiver is made upon this Security.


            As provided in and subject to the provisions of the indenture, the holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy under the Indenture, unless such holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the holders of not less than 25% in principal amount of the Securities of this
series at the time Outstanding shall have made written request to the trustee to institute proceedings
in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity
satisfactory to it, and the Trustee shall not have received from the holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by the holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.


            No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any, on) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.


            As provided in the Indenture and subject to certain limitations therein set forth, the transfer
of this Security is registrable in the register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal of (and premium,
if any, on) and interest on this Security are payable, duly endorsed by, or accompanied by a written






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instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed
by the Securityholder or his attorney duly authorized in writing, and, thereupon one or more new
Securities of this series, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

            The Securities of this series are issuable only in registered form without coupons in
denominations of $______ [and any integral multiple] [or increments of $______ in excess] thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Securityholder surrendering the same.


            No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


            Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


            [If the Security is a Global Security, insert--"Global Security" and "Global Securities" means
a Security or Securities evidencing all or a part of a series of Securities, issued to the Depositary (as
hereinafter defined) for such Series or its nominee, and registered in the name of such Depositary
or its nominee. "Depositary" means, with respect to the Securities of any series issuable or issued
in whole or in part in the form of one or more Global securities, the person designated as the
Depositary by the Company.]


            No holder of any beneficial interest in this Security held on its behalf by a Depositary or a
nominee of such Depositary shall have any rights under the Indenture with respect to such Global
Security, and such Depositary or nominee may be treated by the Company, the Trustee, and any
agent of the Company or the Trustee as the owner of such Global Security for all purposes
whatsoever.  Notwithstanding the foregoing, nothing herein shall impair, as between a Depositary
and such holders of beneficial interests, the operation of customary practices governing the exercise
of the rights of the Depositary as holder of any Security.


            [This Security is exchangeable, in whole but not in part, for Securities registered in the names
of Persons other than the Depositary or its nominee or in the name of a successor to the Depositary
or a nominee of such successor depositary only if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Note or if at any time such Depositary ceases
to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and, in
either case, a successor depositary is not appointed by the Company within 90 days or (ii) the
Company in its discretion at any time determines not to have all of the Securities of this series
represented by one or more Global Security or Securities and notifies the Trustee thereof. If this
Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Securities
issuable in authorized denominations and registered in such names as the Depositary holding this
Security shall direct. Subject to the foregoing, this Security is not exchangeable, except for a Security






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or Securities of the same aggregate denominations to be registered in the name of such Depositary
or its nominee or in the name of a successor to the Depositary or a nominee of such successor
depositary.]

            No recourse shall be had for the payment of the principal of (and premium, if any, on) or
interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on
or in respect of the Indenture of any indenture supplemental thereto, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part
of the consideration for the issue hereof, expressly waived and released.


            All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


            This Security, including without limitation the obligation of the Company contained herein
to pay the principal of (and premium, if any, on) and interest on this Security in accordance with the
terms hereof and of the Indenture, shall be construed in accordance with and governed by the laws
of the State of New York.






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[Form of Trustee's Certificate of Authentication.]


            This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.


As [Authenticating Agent for] the Trustee


By   _______________________________
  
      Authorized Officer












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