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                                                                EXHIBIT NO. 10.4

                           FREMONT GENERAL CORPORATION

                            2003 EXCESS BENEFIT PLAN

                         EFFECTIVE AS OF JANUARY 1, 2003

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                                TABLE OF CONTENTS

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ARTICLE 1.       ESTABLISHMENT AND PURPOSE ...........................................      1

         1.1 Establishment of Plan ...................................................      1

         1.2 Purpose of Plan .........................................................      1

         1.3 Application of Plan .....................................................      1

ARTICLE 2.       DEFINITIONS .........................................................      2

         2.1 Definitions .............................................................      2

             (a)   "Account" .........................................................      2

             (b)   "Administrative Committee" ........................................      2

             (c)   "Affiliate" .......................................................      2

             (d)   "Beneficiary" .....................................................      2

             (e)   "Board of Directors" ..............................................      2

             (f)   "Code" ............................................................      2

             (g)   "Employer" ........................................................      2

             (h)   "Employer Stock" ..................................................      2

             (i)   "ESOP" ............................................................      2

             (j)   "Participant" .....................................................      2

             (k)   "Plan Year" .......................................................      2

         2.2 Gender and Name .........................................................      2

ARTICLE 3.       ELIGIBILITY AND PARTICIPATION .......................................      3

ARTICLE 4.       BENEFITS ............................................................      4

         4.1 Allocations .............................................................      4

         4.2 Contributions ...........................................................      4

         4.3 Maintenance of Accounts .................................................      4

         4.4 Vesting and Forfeiture ..................................................      4

         4.5 Payment .................................................................      4

         4.6 Death ...................................................................      5

         4.7 Payment to Minors or Persons Under Legal Disability .....................      5

         4.8 Voting of Employer Stock ................................................      5

ARTICLE 5.       ADMINISTRATION ......................................................      6

         5.1 Administrative Committee ................................................      6
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                                TABLE OF CONTENTS
                                   (continued)

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         5.2 Uniform Rules ...........................................................      6

         5.3 Notice of Address .......................................................      6

         5.4 Records .................................................................      6

         5.5 Agent for Service of Process ............................................      6

         5.6 Insurance ...............................................................      6

         5.7 Indemnity ...............................................................      6

ARTICLE 6.       AMENDMENT AND TERMINATION ...........................................      8

         6.1 Amendment and Termination ...............................................      8

         6.2 Reorganization of Employer ..............................................      8

         6.3 Protected Benefits ......................................................      8

ARTICLE 7.       GENERAL PROVISIONS ..................................................      9

         7.1 Nonassignability ........................................................      9

         7.2 Employment Rights .......................................................      9

         7.3 Illegality of Particular Provision ......................................      9

         7.4 Applicable Laws .........................................................      9
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                           FREMONT GENERAL CORPORATION
                            2003 EXCESS BENEFIT PLAN

                                   ARTICLE 1.
                            ESTABLISHMENT AND PURPOSE

      1.1 Establishment of Plan. FREMONT GENERAL CORPORATION (the "Company")
hereby adopts the FREMONT GENERAL CORPORATION 2003 EXCESS BENEFIT PLAN (the
"Plan"), effective January 1, 2003, for eligible employees of the Company and
selected subsidiaries. The Plan is intended to be exempt from Title 1 of the
Employee Retirement Income Security Act of 1974, as amended, and is intended to
be maintained as an "excess benefit plan."

      1.2 Purpose of Plan. It is the purpose of this Plan to provide eligible
employees with benefits in excess of the limitations on contributions imposed by
Section 415 of the Code with respect to qualified plans maintained by the
Company.

      1.3 Application of Plan. The terms of this Plan are applicable to eligible
employees who receive an allocation of a contribution in the ESOP for plan years
beginning on or after January 1, 2002.

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                                   ARTICLE 2.
                                   DEFINITIONS

      2.1 Definitions. Whenever used in the Plan, the following terms shall have
the respective meanings set forth below, unless a different meaning is required
by the context in which the word is used, and when the defined meaning is
intended, the term is capitalized:

            (a) "Account" shall mean the Account or Accounts that the Committee
shall maintain for a Participant under this Plan.

            (b) "Administrative Committee" shall mean the committee with
authority to administer the Plan as provided under Paragraph 5.1.

            (c) "Affiliate" shall mean any corporation which is controlled by or
under common control with the Company within the meaning of Section 414 of the
Code.

            (d) "Beneficiary" shall mean, with respect to a Participant, the
beneficiary specified under the ESOP to receive benefits in the event of the
Participant's death.

            (e) "Board of Directors" shall mean the Board of Directors of the
Company.

            (f) "Code" shall mean the Internal Revere Code of 1986, as amended.

            (g) "Employer" shall mean the Company and any Affiliate which is
designated by the Board of Directors and which approves adoption of this Plan by
appropriate corporate action. As of January 1, 2003, the only Employers are the
Company, Fremont Investment and Loan, Fremont Life Insurance Company, Fremont
Indemnity Company, and Fremont Compensation Insurance.

            (h) "Employer Stock" shall mean the common stock of Fremont General
Corporation.

            (i) "ESOP" shall mean the FREMONT GENERAL CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN, as amended from time to time, or any successor plan.

            (j) "Participant" shall mean a person meeting the requirements set
forth in Article 3 to participate in the Plan.

            (k) "Plan Year" shall mean the calendar year.

      2.2 Gender and Name. Except when otherwise indicated by the context, any
masculine terminology used herein shall also include the feminine, and the use
of any term herein in the singular may also include the plural.


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                                   ARTICLE 3.
                          ELIGIBILITY AND PARTICIPATION

      Any employee eligible to participate in the ESOP who, for a given plan
year of the ESOP beginning on or after January 1, 2002, would be ineligible to
receive the maximum employer contribution under the ESOP due to the limitations
imposed by Section 415 of the Code shall become a Participant in this Plan
effective on the later of (a) December 31 of the first such plan year, or (b)
January 1, 2003.


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                                   ARTICLE 4.
                                    BENEFITS

      4.1 Allocations. An allocation shall be made as of the last day of the
Plan Year to each Participant's Account provided, however, that the allocation
of Employer contribution with respect to the Plan Year ended December 31, 2002
shall be made as of January 1, 2003. The amount to be allocated shall equal the
sum which would have been allocated to the account of the Participant in the
ESOP for the Plan Year if the Participant were not subject to the limitations of
Section 415 of the Code, reduced by the sum which was allocated to such account
for such Plan Year after the application of Section 415 of the Code.

      4.2 Contributions. As soon as practicable after the end of each Plan Year,
the Employer shall make a contribution in the form of either (a) Employer Stock,
or (b) cash, which is to be used to acquire Employer Stock, to a grantor trust
or similar arrangement, as described in Section 4.3(b), to fund benefits
hereunder in an amount which shall equal the total amounts allocated to
Participants, if any, pursuant to Paragraph 4.1 for that year.

      4.3 Maintenance of Accounts.

            (a) The Employer shall establish and maintain, in the name of each
Participant, an individual Account which shall consist of all amounts credited
to the Participant. Accounts are valued and adjusted from time to time to
reflect any increase or decrease in the Participant's individual Account,
including the Participant's pro rata share (as determined by the Administrative
Committee in its sole and absolute discretion) of investment gains and losses
with respect to the assets hypothetically allocated to the Account. As of
December 31st of each Plan Year the Administrative Committee shall add to the
Account of each Participant any contribution to which the Participant is
entitled for such Plan Year provided, however, that the allocation of Employer
contribution with respect to the Plan Year ended December 31, 2002 shall be made
as of January 1, 2003.

            (b) The individual Account of each Participant shall represent a
liability, payable when due under this Plan. Participants have the status of
unsecured general creditors; the Plan constitutes a mere promise to pay benefits
and is intended to be unfounded for tax purposes. Payments shall be made from
the assets of the trust or other unfunded arrangement which the Employer may
establish for the purpose of assuring availability of funds sufficient to pay
benefits under this Plan, provided that the money in any such funding medium
shall at all times remain the property of the Employer, and neither this Plan
nor any Participant shall have any beneficial ownership interest in the assets
thereof. No property or assets of the Employer shall be pledged, encumbered, or
otherwise subjected to a lien or security interest for payment of benefits
hereunder. If the assets in the funding arrangement are insufficient to pay the
benefits due hereunder, the Company shall pay for the remainder of such
benefits, provided the Company is not guaranteeing the value of the Account.

      4.4 Vesting and Forfeiture. All benefits under this Plan shall be
contingent and forfeitable, and each Participant shall have a vested interest in
any benefit under this Plan in accordance with the vesting provisions set forth
in the ESOP. A person who terminates


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employment with the Employer for any reason prior to becoming fully vested
hereunder shall be entitled to receive his or her vested Account balance, and
the remainder shall be forfeited.

      4.5 Payment. Every Participant who terminates employment shall have his or
her vested Account distributed to him or her in a single-sum payment. The
Participant may elect whether the single-sum shall be in stock or cash,
provided, however, that if stock is elected, partial shares shall be distributed
in cash. The Employer shall submit distribution requests to the Trustee or
custodian of the Account at the end of each regular pay period. Within five (5)
business days of receipt of the distribution request the Participant's vested
Account will be terminated. The Participant's final benefit shall be established
at the time his or her vested Account is terminated within this five (5)
business day period without regard to any prior valuation(s). The Participant
shall receive his or her final benefit distribution as soon thereafter as is
administratively feasible, subject to applicable tax withholding.

      4.6 Death. The Account of a Participant who dies while employed by an
Employer shall be paid in a single-sum to the Participant's Beneficiary as soon
as administratively feasible following the death of the Participant. If a
Participant dies after termination of employment, then his surviving Beneficiary
shall be paid the amount in the Participant's Account in a single-sum.
Distributions under this Paragraph shall be made in accordance with the
provisions outlined in Paragraph 4.5 above.

      4.7 Payment to Minors or Persons Under Legal Disability. If any benefit
becomes payable to a minor or to a person under a legal disability, payment of
such benefit shall be made only to the conservator or the guardian of the estate
of such person appointed by a court of competent jurisdiction or any other
individual or institution maintaining or having custody of such intended
recipient. A release by such conservator, guardian, individual or institution
shall constitute a legal discharge of the Plan's obligation to the intended
recipient.

      4.8 Voting of Employer Stock. The Trustee shall vote Employer Stock as
directed by the Administrative Committee. The Administrative Committee may, in
its discretion, permit Participants to request that the Administrative Committee
vote proxies for Employer Stock in which their accounts are deemed to be
invested at such times as the Administrative Committee shall determine. The
Administrative Committee need not vote proxies as requested by the Participants.


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                                   ARTICLE 5.
                                 ADMINISTRATION

      5.1 Administrative Committee. This Plan shall be administered by the
Administrative Committee, whose members shall be the same persons who are the
Plan Committee of the ESOP. The interpretation and construction by the
Administrative Committee of any provisions of this Plan shall be final unless
otherwise determined by the Board. Subject to the Board, the Administrative
Committee is authorized to interpret the Plan, to prescribe, amend, and rescind
rules and regulations relating to it, and to make all other determinations
necessary for its administration, including but not limited to calculating
amounts allocable to Participants, maintaining and adjusting accounts, and
delegating responsibility for performance of administrative functions of the
Plan to such officers of the Employer, including Participants, as the
Administrative Committee shall in its discretion deem appropriate.

      5.2 Notice of Address. Any payment to a Participant or Beneficiary, at the
last known post office address submitted to the Employer, shall constitute a
complete acquittance and discharge of the Employer and any director or officer
with respect thereto. Neither the Employer nor any director or officer shall
have any duty or obligation to search for or ascertain the whereabouts of any
Participant or his or her Beneficiary.

      5.3 Records. The records of the Administrative Committee with respect to
the Plan shall be conclusive on all Participants, all Beneficiaries, and all
other persons whomsoever.

      5.4 Agent for Service of Process. The Administrative Committee may from
time to time designate an agent of the Plan for the service of legal process.
The Administrative Committee shall cause such agent to be identified in
materials it distributes or causes to be distributed when such identification is
required under applicable law. In the absence of such a designation, the Company
shall be the agent of the Plan for the service of legal process.

      5.5 Indemnity. The Employer shall indemnify and hold harmless, to the
extent permitted bylaw, the Administrative Committee members, the members of the
Board of Directors and other employees to whom any responsibility with respect
to the administration of the Plan has been delegated against any and all costs,
expenses and liabilities (including attorneys' fees) incurred by such parties in
performing their duties and responsibilities under this Plan, provided that such
party or parties were not guilty of willful misconduct. In the event that such
party is named as a defendant in a lawsuit or proceeding involving the Plan, the
party shall be entitled to receive on a current basis the indemnity payments
provided for in this subsection, provided however that if the final judgment
entered in the lawsuit or proceeding holds that the party is guilty of willful
misconduct with respect to the plan, the party shall be required to refund the
indemnity payments it has received. The Company may, in its discretion, obtain,
pay for and keep current a policy or policies of insurance to provide such
payment, and any indemnity due such a party shall be reduced by any payments
made from such policy.


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                                   ARTICLE 6.
                            AMENDMENT AND TERMINATION

      6.1 Amendment and Termination. The Company reserves the right to amend,
modify, or terminate the Plan at any time by action of its Board, provided that
no amendment shall reduce the number of hypothetical shares credited to a
Participant's Account. The Administrative Committee in its discretion may amend
the Plan if it finds that such amendment does not significantly increase or
decrease benefits or costs

      6.2 Reorganization of Employer. In the event of a merger or consolidation
of the Employer, or the transfer of substantially all of the assets of the
Employer to another corporation, such continuing, resulting or transferee
corporation shall have the right to continue and carry on the Plan and to assume
all liabilities of the Employer hereunder without obtaining the consent of any
Participant or Beneficiary. If such successor shall assume the liabilities of
the Employer hereunder, then the Employer shall be relieved of all such
liability, and no Participant or Beneficiary shall have the right to assert any
claim against the Employer for benefits under or in connection with this Plan.

      6.3 Protected Benefits. If the Plan is terminated or amended so as to
prevent further earnings adjustments, or if liabilities accrued hereunder up to
the date of an event specified in Paragraph 6.2 are not assumed by the successor
to the Employer, then the amount credited to the Account of each Participant, or
Beneficiary (whether or not vested) shall be paid to such Participant or
Beneficiary in a single-sum by the last day of the second month following the
month in which the amendment or termination occurs.


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                                   ARTICLE 7.
                               GENERAL PROVISIONS

      7.1 Nonassignability. Benefits under the Plan are not in any way subject
to the debts or other obligations of the persons entitled thereto and may not
voluntarily or involuntarily be sold, transferred, or assigned. Any voluntary
attempt to sell, anticipate, assign, or encumber benefits under this Plan shall
operate to cancel the benefit or the balance of a Participant's account as of
the date of such attempt and to relieve the Employer from any future liability
to pay or distribute any benefit with respect to such canceled amount.

      7.2 Employment Rights. The establishment of the Plan shall not be
construed as conferring any legal rights upon any Participant or any other
person for a continuation of employment, nor shall it interfere with the rights
of the Employer to discharge any person or treat him without regard to the
effect which such treatment might have upon him under this Plan.

      7.3 Illegality of Particular Provision. If any particular provision of
this Plan shall be found to be illegal or unenforceable, such provision shall
not affect any other provision, but the Plan shall be construed in all respects
as if such invalid provision were omitted.

      7.4 Applicable Laws. The Plan shall be governed by and construed according
to the laws of the State of California.

      IN WITNESS WHEREOF, Fremont General Corporation has caused this instrument
to be executed by its duly authorized officers on _____________________, 2003,
effective as of January 1, 2003.

                                        FREMONT GENERAL CORPORATION,
                                        A NEVADA CORPORATION


                                        By: ____________________________________


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