Exhibit 4.18







PREFERRED SECURITIES GUARANTEE AGREEMENT



BY AND BETWEEN



ITLA CAPITAL CORPORATION



AND



WELLS FARGO BANK, N.A.



Dated as of _______ __, 20__







	





















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TABLE OF CONTENTS


					
			Page
	ARTICLE I.	DEFINITIONS AND INTERPRETATION	1
		Section 1.1.	Definitions and Interpretation	1


	ARTICLE II.	TRUST INDENTURE ACT		5
		Section 2.1.	Trust Indenture Act; Application		5
		Section 2.2.	The List of Holders of the Securities		5
		Section 2.3.	Reports by the Preferred Guarantee Trustee		5
		Section 2.4.	Periodic Reports to the Preferred Guarantee Trustee		5
		Section 2.5.	Evidence of Compliance with Conditions Precedent		5
		Section 2.6.	Events of Default; Waiver		6
		Section 2.7.	Event of Default; Notice		6
		Section 2.8.	Conflicting Interests		6


	ARTICLE III.	POWERS, DUTIES AND RIGHTS OF THE PREFERRED
GUARANTEE TRUSTEE		6
		Section 3.1.	Powers and Duties of the Preferred Guarantee Trustee		6
		Section 3.2.	Certain Rights of the Preferred Guarantee Trustee		8
		Section 3.3.	Not Responsible for Recitals or Issuance of Guarantee		10


	ARTICLE IV.	THE PREFERRED GUARANTEE TRUSTEE		10  
		Section 4.1.	The Preferred Guarantee Trustee; Eligibility		10  
		Section 4.2.	Appointment, Removal and Resignation of the Preferred
Guarantee Trustee		11


	ARTICLE V.	GUARANTEE.	11  
		Section 5.1.	Guarantee		11  
		Section 5.2.	Waiver of Notice and Demand		11  
		Section 5.3.	Obligations not Affected		12  
		Section 5.4.	Rights of the Holders		13  
		Section 5.5.	Guarantee of Payment		13  
		Section 5.6.	Subrogation.		13  
		Section 5.7.	Independent Obligations		13


	ARTICLE VI.	LIMITATION OF TRANSACTIONS; SUBORDINATION		13  
		Section 6.1.	Limitation on Transactions		13  
		Section 6.2.	Ranking		14

  
	ARTICLE VII.	TERMINATION		14  
		Section 7.1.	Termination		14

 
	ARTICLE VIII.	INDEMNIFICATION		14  
		Section 8.1.	Exculpation		14  
		Section 8.2.	Indemnification		15  







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	ARTICLE IX.	MISCELLANEOUS	15
		Section 9.1.	Successors and Assigns		15  
		Section 9.2.	Amendments		15  
		Section 9.3.	Notices		15  
		Section 9.4.	Benefit		16  
		Section 9.5.	Governing Law		16  































































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CROSS-REFERENCE TABLE


	Section of  Trust Indenture

Act of 1939, as amended
			Section of

Guarantee

Agreement




	310(a)			4.1(a)
	310(b)			4.1(c), 2.8
	310(c)			Not Applicable
	311(a)			2.2(b)
	311(b)			2.2(b)
	311(c)			Not Applicable
	312(a)			2.2(a)
	312(b)			2.2(b)
	313			2.3
	314(a)			2.4
	314(b)			Not Applicable
	314(c)			2.5
	314(d)			Not Applicable
	314(e)			1.1, 2.5,3.2
	314(f)			2.1, 3.2
	315(a)			3.1(d)
	315(b)			2.7
	315(c)			3.1
	315(d)			3.1(d)
	316(a)			1.1, 2.6, 5.4
	316(b)			5.3
	317(a)			3.1
	317(b)			Not Applicable
	318(a)			2.1(a)
	318(b)			2.1
	318(c)			2.1(b)



Note: This Cross-Reference Table does not constitute part of this Agreement and shall not affect
the interpretation of any of its terms or provisions.















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PREFERRED SECURITIES GUARANTEE AGREEMENT


         This PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Preferred
Securities Guarantee"), dated as of ______ __, 20__, is executed and delivered by ITLA
CAPITAL CORPORATION, a Delaware corporation (the "Guarantor"), and WELLS FARGO
BANK, N.A., a national banking association organized and existing under the laws of the United
States, as trustee (the "Preferred Guarantee Trustee"), for the benefit of the Holders (as defined
herein) from time to time of the Preferred Securities (as defined herein) of ITLA CAPITAL
STATUTORY TRUST VII, a Delaware statutory trust (the "Trust").



RECITALS


         WHEREAS, pursuant to an Amended and Restated Trust Agreement (the "Trust
Agreement"), dated as of ______ __, 20__, among the trustees of the Trust named therein, the
Guarantor, as depositor, and the holders from time to time of undivided beneficial interests in the
assets of the Trust, the Trust is issuing on the date hereof up to _________ preferred securities,
having an aggregate liquidation amount of $_________, designated the _____% Cumulative
Trust Preferred Securities (the "Preferred Securities");


         WHEREAS, as incentive for the Holders to purchase the Preferred Securities, the
Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this
Preferred Securities Guarantee, to pay to the Holders of the Preferred Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and conditions set
forth herein.


         NOW, THEREFORE, in consideration of the purchase by each Holder of Preferred
Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the
Guarantor executes and delivers this Preferred Securities Guarantee for the benefit of the
Holders.



ARTICLE I.

DEFINITIONS AND INTERPRETATION


         Section 1.1.         Definitions and Interpretation. In this Preferred Securities Guarantee,
unless the context otherwise requires:


         (a)         capitalized terms used in this Preferred Securities Guarantee but not defined in the
preamble above have the respective meanings assigned to them in this Section 1.1;


         (b)         terms defined in the Trust Agreement as at the date of execution of this Preferred
Securities Guarantee have the same meaning when used in this Preferred Securities Guarantee,
unless otherwise defined in this Preferred Securities Guarantee;


         (c)         a term defined anywhere in this Preferred Securities Guarantee has the same
meaning throughout;








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         (d)         all references to "the Preferred Securities Guarantee" or "this Preferred Securities
Guarantee" are to this Preferred Securities Guarantee as modified, supplemented or amended
from time to time;


         (e)         all references in this Preferred Securities Guarantee to Articles and Sections are to
Articles and Sections of this Preferred Securities Guarantee, unless otherwise specified;


         (f)         a term defined in the Trust Indenture Act has the same meaning when used in this
Preferred Securities Guarantee, unless otherwise defined in this Preferred Securities Guarantee or
unless the context otherwise requires; and


         (g)         a reference to the singular includes the plural and vice versa.


         "Affiliate" has the same meaning as given to that term in Rule 405 of the Securities Act
of 1933, as amended, or any successor rule thereunder.


         "Business Day" means any day other than a Saturday, Sunday, a day on which federal or
state banking institutions in the Borough of Manhattan, the City of New York are authorized or
required by law, executive order or regulation to close or a day on which the Corporate Trust
Office of the Preferred Guarantee Trustee is closed for business.


         "Code" means the Internal Revenue Code of 1986, as amended.


         "Corporate Trust Office" means the office of the Preferred Guarantee Trustee at which the
corporate trust business of the Preferred Guarantee Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this Preferred Securities
Guarantee is located at 919 Market Street, 7th Floor, Wilmington, Delaware 19801, Attention:
Corporate Trust Department.


         "Covered Person" means any Holder or beneficial owner of Preferred Securities.


         "Debentures" means the _____% Subordinated Debentures due 20__, of the Debenture
Issuer held by the Property Trustee of the Trust.


         "Debenture Issuer" means ITLA Capital Corporation, issuer of the Debentures under the
Indenture.


         "Event of Default" means a default by the Guarantor on any of its payment or other
obligations under this Preferred Securities Guarantee.


         "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Preferred Securities, to the extent not paid or made by the Trust:
(i) any accrued and unpaid Distributions that are required to be paid on such Preferred Securities,
to the extent the Trust shall have funds available therefor, (ii) the redemption price, including all
accrued and unpaid Distributions to the date of redemption (the "Redemption Price"), to the
extent the Trust has funds available therefor, with respect to any Preferred Securities called for
redemption by the Trust, and (iii) upon a voluntary or nvoluntary dissolution, winding-up or termination of the Trust (other than in





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connection with the distribution of the Debentures to the
Holders in exchange for the Preferred Securities as provided in the Trust Agreement), the lesser
of (A) the aggregate of the Liquidation Amount and all accrued and unpaid Distributions on the
Preferred Securities to the date of payment, to the extent the Trust shall have funds available
therefor (the "Liquidation Distribution"), and (B) the amount of assets of the Trust remaining
available for distribution to Holders in liquidation of the Trust.

         "Guarantor" means ITLA Capital Corporation, a Delaware corporation.


         "Holder" means a Person in whose name a Preferred Security is or Preferred Securities
are registered in the Securities Register; provided, however, that, in determining whether the
holders of the requisite percentage of the Preferred Securities have given any request, notice,
consent or waiver hereunder, "Holder" shall not include the Guarantor, the Preferred Guarantee
Trustee or any of their respective Affiliates.


         "Indemnified Person" means the Preferred Guarantee Trustee, any Affiliate of the
Preferred Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Preferred Guarantee Trustee.


         "Indenture" means the Indenture, dated as of ______ __, 20__, among the Debenture
Issuer and Wells Fargo Bank, N.A., as trustee, and any indenture supplemental thereto pursuant
to which the Debentures are to be issued to the Property Trustee of the Trust.


         "Liquidation Amount" means the stated value of $25 per Preferred Security. 


         "Liquidation Distribution" has the meaning provided therefor in the definition of
Guarantee Payments.


         "List of Holders" has the meaning set forth in Section 2.2 of this Preferred Securities
Guarantee.


         "Majority in Liquidation Amount of the Preferred Securities" means the holders of more
than 50% of the Liquidation Amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon
which the voting percentages are determined) of all of the Preferred Securities.


         "Officers' Certificate" means, with respect to any Person, a certificate signed by two
authorized officers of such Person, at least one of whom shall be the principal executive officer,
principal financial officer, principal accounting officer, treasurer or any vice president of such
Person. Any Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Preferred Securities Guarantee shall include:


         (a)         a statement that each officer signing the Officers' Certificate has read the covenant
or condition and the definition relating thereto;


         (b)         a brief statement of the nature and scope of the examination or investigation
undertaken by each officer in rendering the Officers' Certificate;






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         (c)         a statement that each such officer has made such examination or investigation as,
in such officer's opinion, is necessary to enable such officer to express an informed opinion as to
whether or not such covenant or condition has been complied with; and


         (d)         a statement as to whether, in the opinion of each such officer, such condition or
covenant has been complied with.


         "Person" means a legal person, including any individual, corporation, estate, partnership,
joint venture, association, joint stock company, limited liability company, trust, unincorporated
association, or government or any agency or political subdivision thereof, or any other entity of
whatever nature.


         "Preferred Guarantee Trustee" means Wells Fargo Bank, N.A., until a Successor
Preferred Guarantee Trustee has been appointed and has accepted such appointment pursuant to
the terms of this Preferred Securities Guarantee and thereafter means each such Successor
Preferred Guarantee Trustee.


         "Preferred Securities" means the _____% Cumulative Trust Preferred Securities
representing undivided beneficial interests in the assets of the Trust which rank pari passu with
Common Securities issued by the Trust; provided, however, that upon the occurrence of an Event
of Default, the rights of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of
Preferred Securities.


         "Redemption Price" has the meaning provided therefor in the definition of Guarantee
Payments.


         "Responsible Officer" means, with respect to the Preferred Guarantee Trustee, any officer
within the Corporate Trust Office of the Preferred Guarantee Trustee with direct responsibility
for the administration of this Preferred Securities Guarantee, including any vice-president, any
assistant vice-president, the secretary, any assistant secretary, the treasurer, any assistant treasurer
or other officer of the Corporate Trust Office of the Preferred Guarantee Trustee customarily
performing functions similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to whom such matter
is referred because of that officer's knowledge of and familiarity with the particular subject.


         "Securities Register" and "Securities Registrar" have the meanings assigned to such terms
as in the Trust Agreement (as defined in the Indenture).


         "Successor Preferred Guarantee Trustee" means a successor Preferred Guarantee Trustee
possessing the qualifications to act as Preferred Guarantee Trustee under Section 4.1.


         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, as in force at
the date of which this instrument was executed; provided, however, that in the event the Trust
Indenture Act of 1939, as amended, is amended after such date, "Trust Indenture Act" means, to
the extent required by any such amendment, the Trust Indenture Act of 1939, as so amended.






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ARTICLE II.

TRUST INDENTURE ACT


         Section 2.1.         Trust Indenture Act; Application.


         (a)         This Preferred Securities Guarantee is subject to the provisions of the Trust
Indenture Act that are required to be part of this Preferred Securities Guarantee and shall, to the
extent applicable, be governed by such provisions.


         (b)         If and to the extent that any provision of this Preferred Securities Guarantee
limits, qualifies or conflicts with the duties imposed by Section 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.


         Section 2.2.         The List of Holders of the Securities.


         (a)         In the event the Preferred Guarantee Trustee is not also the Securities Registrar,
the Guarantor shall provide the Preferred Guarantee Trustee with a list, in such form as the
Preferred Guarantee Trustee may reasonably require, of the names and addresses of the Holders
of the Preferred Securities (the "List of Holders") (i) within five (5) Business Days after March
15, June 15, September 15 and December 15 in each year, and (ii) at any other time within thirty
(30) days of receipt by the Guarantor of a written request for a List of Holders as of a date no
more than fifteen (15) days before such List of Holders is given to the Preferred Guarantee
Trustee; provided, that the Guarantor shall not be obligated to provide such List of Holders at any
time the List of Holders does not differ from the most recent List of Holders given to the
Preferred Guarantee Trustee by the Guarantor. The Preferred Guarantee Trustee may destroy any
List of Holders previously given to it on receipt of a new List of Holders.


         (b)         The Preferred Guarantee Trustee shall comply with its obligations under Sections
311(a), 311(b) and Section 312(b) of the Trust Indenture Act.


         Section 2.3.         Reports by the Preferred Guarantee Trustee. On or before _______ 15 of
each year, commencing _______ 15, 20__, the Preferred Guarantee Trustee shall provide to the
Holders of the Preferred Securities such reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Preferred Guarantee Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.


         Section 2.4.         Periodic Reports to the Preferred Guarantee Trustee. The Guarantor shall
provide to the Preferred Guarantee Trustee such documents, reports and information as required
by Section 314 (if any) and the compliance certificate required by Section 314 of the Trust
Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.


         Section 2.5.         Evidence of Compliance with Conditions Precedent. The Guarantor shall
provide to the Preferred Guarantee Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Preferred Securities Guarantee that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.






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         Section 2.6.         Events of Default; Waiver. The Holders of a Majority in Liquidation
Amount of the Preferred Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default and its consequences. Upon such waiver, any such
Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured, for every purpose of this Preferred Securities Guarantee, but no such waiver
shall extend to any subsequent or other default or Event of Default or impair any right
consequent thereon.


         Section 2.7.         Event of Default; Notice.


         (a)         The Preferred Guarantee Trustee shall, within ninety (90) days after the
occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders of
the Preferred Securities, notices of all Events of Default actually known to a Responsible Officer
of the Preferred Guarantee Trustee, unless such defaults have been cured before the giving of
such notice; provided, that the Preferred Guarantee Trustee shall be protected in withholding
such notice if and so long as a Responsible Officer of the Preferred Guarantee Trustee in good
faith determines that the withholding of such notice is in the interests of the Holders of the
Preferred Securities.


         (b)         The Preferred Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Preferred Guarantee Trustee shall have received written notice, or of
which a Responsible Officer of the Preferred Guarantee Trustee charged with the administration
of the Trust Agreement shall have obtained actual knowledge of such Event of Default.


         Section 2.8.         Conflicting Interests. The Trust Agreement shall be deemed to be
specifically described in this Preferred Securities Guarantee for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.



ARTICLE III.

POWERS, DUTIES AND RIGHTS

OF THE PREFERRED GUARANTEE TRUSTEE


         Section 3.1.         Powers and Duties of the Preferred Guarantee Trustee.


         (a)         This Preferred Securities Guarantee shall be held by the Preferred Guarantee
Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee
Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of
Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor
Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its
appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the
Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee
Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing
documents have been executed and delivered pursuant to the appointment of such Successor
Preferred Guarantee Trustee.





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         (b)         If an Event of Default actually known to a Responsible Officer of the Preferred
Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce
this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities.


         (c)         The Preferred Guarantee Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall undertake to perform
only such duties as are specifically set forth in this Preferred Securities Guarantee, and no
implied covenants shall be read into this Preferred Securities Guarantee against the Preferred
Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6) and is actually known to a Responsible Officer of the Preferred
Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers
vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its
exercise thereof, as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.


         (d)         No provision of this Preferred Securities Guarantee shall be construed to relieve
the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


		         	(i)         prior to the occurrence of any Event of Default and after the curing or
waiving of all such Events of Default that may have occurred:





			         		(A)         the duties and obligations of the Preferred Guarantee Trustee shall
be determined solely by the express provisions of this Preferred Securities
Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Preferred Securities Guarantee, and no implied covenants or obligations shall be
read into this Preferred Securities Guarantee against the Preferred Guarantee
Trustee; and



			         		(B)         in the absence of bad faith on the part of the Preferred Guarantee
Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Preferred Guarantee Trustee and
conforming to the requirements of this Preferred Securities Guarantee; but in the
case of any such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Preferred Guarantee Trustee, the
Preferred Guarantee Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Preferred
Securities Guarantee;





		         	(ii)         the Preferred Guarantee Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Preferred Guarantee
Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in
ascertaining the pertinent facts upon which such judgment was made;









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		         	(iii)         the Preferred Guarantee Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the direction of
the Holders of not less than a Majority in Liquidation Amount of the Preferred Securities
relating to the time, method and place of conducting any proceeding for any remedy
available to the Preferred Guarantee Trustee, or exercising any trust or power conferred
upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and


		         	(iv)         no provision of this Preferred Securities Guarantee shall require the
Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise of any of its
rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for
believing that the repayment of such funds or liability is not reasonably assured to it under
the terms of this Preferred Securities Guarantee or indemnity, reasonably satisfactory to
the Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to
it.





         Section 3.2.         Certain Rights of the Preferred Guarantee Trustee.

         (a)         Subject to the provisions of Section 3.1:


		         	(i)         the Preferred Guarantee Trustee may conclusively rely, and shall be fully
protected in acting or refraining from acting upon, any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed, sent or presented by the proper party or parties;


		         	(ii)         any direction or act of the Guarantor contemplated by this Preferred
Securities Guarantee shall be sufficiently evidenced by an Officers' Certificate;


		         	(iii)         whenever, in the administration of this Preferred Securities Guarantee, the
Preferred Guarantee Trustee shall deem it desirable that a matter be proved or established
before taking, suffering or omitting any action hereunder, the Preferred Guarantee Trustee
(unless other evidence is herein specifically prescribed) may, in the absence of bad faith
on its part, request and conclusively rely upon an Officers' Certificate which, upon receipt
of such request, shall be promptly delivered by the Guarantor;


		         	(iv)         the Preferred Guarantee Trustee shall have no duty to see to any recording,
filing or registration of any instrument (or any rerecording, refiling or registration
thereof);


		         	(v)         the Preferred Guarantee Trustee may consult with counsel, and the written
advice or opinion of such counsel with respect to legal matters shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with such advice or opinion. Such counsel may
be counsel to the Guarantor or any of its Affiliates and may include any of its employees.
The Preferred Guarantee Trustee shall have the right at any time to seek instructions
concerning the administration of this Preferred Securities Guarantee from any court of
competent jurisdiction;







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		         	(vi)         the Preferred Guarantee Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Preferred Securities Guarantee at the
request or direction of any Holder, unless such Holder shall have provided to the
Preferred Guarantee Trustee such security and indemnity, reasonably satisfactory to the
Preferred Guarantee Trustee, against the costs, expenses (including reasonable attorneys'
fees and expenses and the expenses of the Preferred Guarantee Trustee's agents, nominees
or custodians) and liabilities that might be incurred by it in complying with such request
or direction, including such reasonable advances as may be requested by the Preferred
Guarantee Trustee; provided that, nothing contained in this Section 3.2(a)(vi) shall be
taken to relieve the Preferred Guarantee Trustee, upon the occurrence and during the
continuance of an Event of Default, of its obligation to exercise the rights and powers
vested in it by this Preferred Securities Guarantee;


		         	(vii)         the Preferred Guarantee Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Preferred
Guarantee Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit;


		         	(viii)         the Preferred Guarantee Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through agents,
nominees, custodians or attorneys, and the Preferred Guarantee Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder;


		         	(ix)         no third party shall be required to inquire as to the authority of the
Preferred Guarantee Trustee to so act or as to its compliance with any of the terms and
provisions of this Preferred Securities Guarantee, both of which shall be conclusively
evidenced by the Preferred Guarantee Trustee's or its agent's taking such action;


		         	(x)         whenever in the administration of this Preferred Securities Guarantee the
Preferred Guarantee Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Preferred
Guarantee Trustee (A) may request instructions from the Holders of a Majority in
Liquidation Amount of the Preferred Securities, (B) may refrain from enforcing such
remedy or right or taking such other action until such instructions are received, and (C)
shall be protected in conclusively relying on or acting in accordance with such
instructions.



         (b)         No provision of this Preferred Securities Guarantee shall be deemed to impose
any duty or obligation on the Preferred Guarantee Trustee to perform any act or acts or exercise
any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it
shall be illegal, or in which the Preferred Guarantee Trustee shall be unqualified or incompetent
in accordance with applicable law, to perform any such act or acts or to exercise any such right,
power, duty or obligation. No permissive power or authority available to the Preferred Guarantee
Trustee shall be construed to be a duty.





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         Section 3.3.         Not Responsible for Recitals or Issuance of Guarantee. The Recitals
contained in this Guarantee shall be taken as the statements of the Guarantor, and the Preferred
Guarantee Trustee does not assume any responsibility for their correctness. The Preferred
Guarantee Trustee makes no representation as to the validity or sufficiency of this Preferred
Securities Guarantee.


ARTICLE IV.

THE PREFERRED GUARANTEE TRUSTEE


         Section 4.1.         The Preferred Guarantee Trustee; Eligibility.


         (a)         There shall at all times be a Preferred Guarantee Trustee which shall:


		         	(i)         not be an Affiliate of the Guarantor; and


		         	(ii)         be a corporation organized and doing business under the laws of the
United States or any state or territory thereof or of the District of Columbia, or a
corporation or Person permitted by the Securities and Exchange Commission to act as an
institutional trustee under the Trust Indenture Act, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000,
and subject to supervision or examination by federal, state, territorial or District of
Columbia authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the supervising or examining authority referred
to above, then, for the purposes of this Section 4.1(a)(ii), the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.



         (b)         If at any time the Preferred Guarantee Trustee shall cease to be eligible to so act
under Section 4.1(a), the Preferred Guarantee Trustee shall immediately resign in the manner and
with the effect set out in Section 4.2(c). 


         (c)         If the Preferred Guarantee Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Preferred Guarantee Trustee
and the Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.


         Section 4.2.         Appointment, Removal and Resignation of the Preferred Guarantee
Trustee.


         (a)         Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor.






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         (b)         The Preferred Guarantee Trustee shall not be removed in accordance with Section
4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such
appointment by written instrument executed by such Successor Preferred Guarantee Trustee and
delivered to the Guarantor.


         (c)         The Preferred Guarantee Trustee appointed to office shall hold office until a
Successor Preferred Guarantee Trustee shall have been appointed or until its removal or
resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee
and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred
Guarantee Trustee has been appointed and has accepted such appointment by instrument in
writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor
and the resigning Preferred Guarantee Trustee.


         (d)         If no Successor Preferred Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within sixty (60) days after delivery to the
Guarantor of an instrument of resignation, the resigning Preferred Guarantee Trustee may
petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper,
appoint a Successor Preferred Guarantee Trustee.


         (e)         No Preferred Guarantee Trustee shall be liable for the acts or omissions to act of
any Successor Preferred Guarantee Trustee. 


         (f)         Upon termination of this Preferred Securities Guarantee or removal or resignation
of the Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the
Preferred Guarantee Trustee all fees and expenses accrued to the date of such termination,
removal or resignation.



ARTICLE V.

GUARANTEE


         Section 5.1.         Guarantee. The Guarantor irrevocably and unconditionally agrees to pay in
full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by
the Trust), as and when due, regardless of any defense, right of set-off or counterclaim that the
Trust may have or assert. The Guarantor's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing
the Trust to pay such amounts to the Holders.


         Section 5.2.         Waiver of Notice and Demand. The Guarantor hereby waives notice of
acceptance of this Preferred Securities Guarantee and of any liability to which it applies or may
apply, presentment, demand for payment, any right to require a proceeding first against the Trust
or any other Person before proceeding against the Guarantor, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.






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         Section 5.3.         Obligations not Affected. The obligations, covenants, agreements and
duties of the Guarantor under this Preferred Securities Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:


         (a)         the release or waiver, by operation of law or otherwise, of the performance or
observance by the Trust of any express or implied agreement, covenant, term or condition
relating to the Preferred Securities to be performed or observed by the Trust;


         (b)         the extension of time for the payment by the Trust of all or any portion of the
Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the
terms of the Preferred Securities or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the Preferred Securities (other than an
extension of time for payment of Distributions, Redemption Price, Liquidation Distribution or
other sum payable that results from the extension of any interest payment period on the
Debentures or any extension of the maturity date of the Debentures permitted by the Indenture);


         (c)         any failure, omission, delay or lack of diligence on the part of the Holders to
enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders
pursuant to the terms of the Preferred Securities, or any action on the part of the Trust granting
indulgence or extension of any kind;


         (d)         the voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the
Trust or any of the assets of the Trust;


         (e)         any invalidity of, or defect or deficiency in, the Preferred Securities;


         (f)         any failure or omission to receive any regulatory approval or consent required in
connection with the Preferred Securities (or the common equity securities issued by the Trust),
including the failure to receive any approval of the Board of Governors of the Federal Reserve
System required for the redemption of the Preferred Securities;


         (g)         the settlement or compromise of any obligation guaranteed hereby or hereby
incurred; or 


         (h)         any other circumstance whatsoever that might otherwise constitute a legal or
equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the
obligations of the Guarantor hereunder shall be absolute and unconditional under any and all
circumstances. 


         There shall be no obligation of the Holders to give notice to, or obtain consent of, the
Guarantor with respect to the happening of any of the foregoing.






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         Section 5.4.         Rights of the Holders.


         (a)         The Holders of a Majority in Liquidation Amount of the Preferred Securities have
the right to direct the time, method and place of conducting of any proceeding for any remedy
available to the Preferred Guarantee Trustee in respect of this Preferred Securities Guarantee or
exercising any trust or power conferred upon the Preferred Guarantee Trustee under this
Preferred Securities Guarantee.


         (b)         Any Holder of Preferred Securities may institute a legal proceeding directly
against the Guarantor to enforce its rights under this Preferred Securities Guarantee, without first
instituting a legal proceeding against the Trust, the Preferred Guarantee Trustee or any other
Person.


         Section 5.5.         Guarantee of Payment. This Preferred Securities Guarantee creates a
guarantee of payment and not of collection.


         Section 5.6.         Subrogation. The Guarantor shall be subrogated to all (if any) rights of the
Holders of the Preferred Securities against the Trust in respect of any amounts paid to such
Holders by the Guarantor under this Preferred Securities Guarantee; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any right that it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this Preferred
Securities Guarantee, if, at the time of any such payment, any amounts are due and unpaid under
this Preferred Securities Guarantee. If any amount shall be paid to the Guarantor in violation of
the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to
pay over such amount to the Holders.


         Section 5.7.         Independent Obligations. The Guarantor acknowledges that its obligations
hereunder are independent of the obligations of the Trust with respect to the Preferred Securities,
and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
Payments pursuant to the terms of this Preferred Securities Guarantee notwithstanding the
occurrence of any event referred to in subsections (a) through (h), inclusive, of Section 5.3
hereof.



ARTICLE VI.

LIMITATION OF TRANSACTIONS; SUBORDINATION


         Section 6.1.         Limitation on Transactions. So long as any of the Preferred Securities
remain outstanding, if any of the circumstances described in Section 5.6 of the Indenture shall
have occurred, then (a) the Guarantor shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock (other than (i) dividends or distributions in common stock of
the Guarantor or any declaration of a non-cash dividend in connection with the implementation
of a shareholder rights plan, or the issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto, (ii) purchases of common stock of
the Guarantor related to the rights under any of the Guarantor's benefit plans for its directors,
officers or employees, (iii) as a result of a reclassification of its capital stock, or (iv) dividends or
distributions made by a subsidiary of the Guarantor, provided that such dividends or distributions
are necessary in order for such subsidiary to qualify as a "real estate investment trust" under
Sections 856 and 857 of the Code or are made to the Guarantor or to any subsidiary of the
Guarantor), and (b) the Guarantor shall not make any payment of principal or interest on or
repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu
with or junior to the Debentures.





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         Section 6.2	Ranking. This Preferred Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank (a) subordinate and junior in right of payment to all
Senior Debt, Subordinated Debt and Additional Senior Obligations (as defined in the Indenture)
of the Guarantor, (b) pari passu with the most senior preferred securities or preference stock now
or hereafter issued by the Guarantor and with any guarantee now or hereafter entered into by the
Guarantor in respect of any preferred securities or preference stock of any Affiliate of the
Guarantor, and (c) senior to the Guarantor's common stock.



ARTICLE VII.

TERMINATION


         Section 7.1.         Termination. This Preferred Securities Guarantee shall terminate upon (a)
full payment of the Redemption Price of all the Preferred Securities, (b) full payment of the
amounts payable in accordance with the Trust Agreement upon liquidation of the Trust, or (c)
distribution of the Debentures to the Holders of the Preferred Securities. Notwithstanding the
foregoing, this Preferred Securities Guarantee shall continue to be effective or shall be reinstated,
as the case may be, if at any time any Holder of Preferred Securities must restore payment of any
sums paid under the Preferred Securities or under this Preferred Securities Guarantee.



ARTICLE VIII.

INDEMNIFICATION


         Section 8.1.         Exculpation.


         (a)         No Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Guarantor or any Covered Person for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by such Indemnified Person in good faith in
accordance with this Preferred Securities Guarantee and in a manner that such Indemnified
Person reasonably believed to be within the scope of the authority conferred on such Indemnified
Person by this Preferred Securities Guarantee or by law, except that an Indemnified Person shall
be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's
negligence or willful misconduct with respect to such acts or omissions.


         (b)         An Indemnified Person shall be fully protected in relying in good faith upon the
records of the Guarantor and upon such information, opinions, reports or statements presented to
the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within
such other Person's professional or expert competence and who has been selected with reasonable
care by or on behalf of the Guarantor, including information, opinions, reports or statements as to
the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the
existence and amount of assets from which Distributions to the Holders of the Preferred
Securities might properly be paid.






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         Section 8.2.         Indemnification. The Guarantor agrees to indemnify each Indemnified
Person for, and to hold each Indemnified Person harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the costs and expenses
(including reasonable legal fees and expenses) of defending itself against, or investigating, any
claim or liability in connection with the exercise or performance of any of its powers or duties
hereunder. The obligation to indemnify as set forth in this Section 8.2 shall survive the
termination of this Preferred Securities Guarantee.



ARTICLE IX.

MISCELLANEOUS


         Section 9.1.         Successors and Assigns. All guarantees and agreements contained in this
Preferred Securities Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding.


         Section 9.2.         Amendments. Except with respect to any changes that do not adversely
affect the rights of the Holders (in which case no consent of the Holders will be required), this
Preferred Securities Guarantee may only be amended with the prior approval of the Holders of at
least a Majority in Liquidation Amount of the Preferred Securities. The provisions of Article VI
of the Trust Agreement with respect to meetings of the Holders of the Preferred Securities apply
to the giving of such approval.


         Section 9.3.         Notices. All notices provided for in this Preferred Securities Guarantee
shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied
or mailed by registered or certified mail, as follows:


         (a)         If given to the Preferred Guarantee Trustee, at the Preferred Guarantee Trustee's
mailing address set forth below (or such other address as the Preferred Guarantee Trustee may
give notice of to the Holders of the Preferred Securities):


	         			Wells Fargo Bank, N.A.


         			919 Market Street


         			7th Floor


         			Wilmington, Delaware 19801


         			Attention:  Corporate Trust Department







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         (b)         If given to the Guarantor, at the Guarantor's mailing address set forth below (or
such other address as the Guarantor may give notice of to the Holders of the Preferred
Securities):


	         			ITLA Capital Corporation


         			888 Prospect Street


         			La Jolla, California 92037


         			Attention:  Chief Financial Officer






         (c)         If given to any Holder of Preferred Securities, at the address set forth on the books
and records of the Trust.


         All such notices shall be deemed to have been given when received in person, telecopied
with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or
other document is refused delivery or cannot be delivered because of a changed address of which
no notice was given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.


         Section 9.4.         Benefit. This Preferred Securities Guarantee is solely for the benefit of the
Holders of the Preferred Securities and, subject to Section 3.1(a), is not separately transferable
from the Preferred Securities. 


         Section 9.5.         Governing Law. THIS PREFERRED SECURITIES GUARANTEE
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES).



* * * * *





























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         This Preferred Securities Guarantee is executed as of the day and year first above written.


		ITLA CAPITAL CORPORATION,

as Guarantor


		By:	 

		Name:	Timothy M. Doyle	
		Title:	Senior Managing Director and Chief Financial Officer
		


		WELLS FARGO BANK, N.A.,

as Preferred Guarantee Trustee


		By:	 

		Name:	 

		Title:	 






















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