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                                                                   EXHIBIT 10.10

                            ITLA CAPITAL CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                           (Effective January 1, 1997)
               Amended as of January 28, 2000 and January 1, 2003

                                    Preamble

ITLA Capital Corporation, a Delaware corporation, has adopted the ITLA
Supplemental Executive Retirement Plan, effective January 1, 1997, as amended as
of January 28, 2000 and January 1, 2003, for a select group of executives and
senior management personnel to ensure that the overall effectiveness of the
Company's executive compensation program will attract, retain and motivate
qualified executives and senior management personnel.

                                    ARTICLE I

                                   DEFINTTIONS

        When used herein, the following words shall have the meanings below
unless the context clearly indicates otherwise:

        1.1 "Applicable Measurement Period" means the period of time since the
last day investment credit had been previously allocated on the Participant's
Change in Control Cash Account Balance under Section 5.2.

        1.2 "Change in Control" means the occurrence of any of the following
events with respect to the Company: (1) any person (as the term is used in
section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") is or becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly of securities of the Company representing
33.33% or more of the Company's outstanding voting securities; (2) individuals
who are members of the Board of Directors of the Company on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least two thirds of the
directors comprising the Incumbent Board, or whose nomination for election by
the Company's stockholders was approved by the nominating committee serving
under an Incumbent Board, shall be considered a member of the Incumbent Board;
(3) a reorganization, merger, consolidation, sale of all or substantially all of
the assets of the Company or a similar transaction in which the Company is not
the resulting entity (unless the continuing ownership requirements clause (4)
below are met with respect to the resulting entity); or (4) a merger or
consolidation of the Company with any other corporation other than a merger or
consolidation in which the voting securities of the Company outstanding
immediately prior thereto represent at least 66.67% of the total voting power
represented by the voting securities of the Company or the surviving entity
outstanding immediately after such merger or consolidation. The term "Change in
Control" shall not include: (1) an acquisition of securities by an employee
benefit plan of the Company; or (2) any of the above mentioned events or
occurrences which require but do not receive the requisite government or
regulatory approval to bring the event or occurrence to fruition.



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        1.3 "Change in Control Cash Account Balance" means, with respect to a
Participant, a credit to a Participant under the Plan on the records of the
Company equal to the Initial Change in Control Cash Balance plus amounts
credited pursuant to Section 5.2. The Change in Control Cash Account Balance, if
applicable, shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the cash amounts to be paid to a
Participant, or his or her Designated Beneficiary, pursuant to the Plan.

        1.4 "Claims Reviewer" means the Compensation Committee of the Board of
Directors of the Company, unless another person or organizational unit is
designated by the Company as Claims Reviewer.

        1.5 "Company" means ITLA Capital Corporation, a Delaware corporation,
and any successor thereto. For purposes of determining whether a Participant is
employed by, or received Earnings from, the Company at any particular time, the
term "Company" shall also include any entity that would be treated as a single
employer with the Company under Section 414 of the Internal Revenue Code of
1986, as amended.

        1.6 "Company Stock" means the Company's designated Recognition and
Retention Plan shares, treasury shares and publicly traded common stock
including publicly traded common stock of a successor in interest.

        1.7 "Designated Beneficiary" means the individual the Participant
designates as his or her Beneficiary in such Participant's Supplemental
Executive Retirement Plan designation of beneficiary form.

        1.8 "Disability" means total and permanent disability as defined in the
Company's long term disability plan.

        1.9 "Earnings" means the Participant's base annual salary from the
Company (without regard to any deferral election made by the Participant and/or
any bonuses paid to the Participant).

        1.10 "Haligowski Employment Agreement" means that certain employment
agreement between the Company and George Haligowski dated January 28, 2000, as
the same may be thereafter amended.

        1.11 "Initial Change in Control Cash Balance" means, with respect to a
Participant, the unsecured obligation of the Company that is intended to
represent a cash amount based upon the conversion of his Stock Account Balance
to cash on the day next following the consummation of a Change in Control
pursuant to a Participant's election, or an automatic conversion, under Section
5.1, in exchange for the cancellation of his or her Vested Stock Account
Balance, equal to the number of shares of Company Stock allocated to his or her
Vested Stock Account Balance as of the consummation of the Change in Control
multiplied by the cash value of the per share merger consideration to be
received in the Change in Control transaction as of the date of consummation of
the Change in Control (i.e., in the case of a common stock for



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common stock exchange, the exchange ratio multiplied by the closing sales price
of the acquiror's common stock on the date of the consummation of the Change in
Control (or if such day is not a trading day, then on the last trading day prior
thereto) with the amount thereby determined being multiplied by the number of
shares of Company Stock allocated to a Participant's Stock Vested Account
Balance as of the consummation of such Change in Control).

        1.12 "Participant" means any employee of the Company who meets the
eligibility requirements of Article II and is designated and approved for
participation in the Plan as set forth in Article II.

        1.13 "Participant's Account" or "Account" means the Vested Stock Account
Balance or Change in Control Cash Account Balance of each Participant, whichever
is applicable.

        1.14 "Plan" means the ITLA Capital Corporation Supplemental Executive
Retirement Plan, as set forth herein and as amended from time-to-time.

        1.15 "Plan Year" means the calendar year.

        1.16 "Retirement Date" means the later of the date a Participant leaves
the employ of the Company or the date upon which the Participant attains the age
of 62.

        1.17 "Stock Account Balance" means, with respect to a Participant, the
number of shares of Company Stock allocated to a Participant, whether vested or
unvested, under the Plan.

        1.18 "Trust" means the Trust under the Company Rabbi Trust Agreement.

        1.19 "Trustee" means Union Bank of California or any other person or
corporation selected by the Company to serve in such capacity of the Trust.

        1.20 "Vested Stock Account Balance" means, with respect to a
Participant, the number of vested shares of Company Stock credited to the Stock
Account Balance of a Participant.

        1.21 "Vesting Cycle" means one the following of seven consecutive three
calendar year periods: (1) January 1, 1997 through December 31, 1999; (2)
January 1, 2000 through December 31, 2002; (3) January 1, 2003 through December
31, 2005; (4) January 1, 2006 through December 31, 2008; (5) January 1,2009
through December 31, 2011; (6) January 1, 2012 through December 31, 2014 and (7)
January 1, 2015 through December 31, 2017.

                                   ARTICLE II

                           ELIGIBILITY TO PARTICIPATE

        2.1 Eligibility to Participate. For purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Plan is
limited to a select group of management and highly compensated employees.



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        2.2 Designated Participants. An executive or senior management employee
of the Company is eligible to become a Participant in the Plan; provided such
employee is designated as a Participant below or, such employee is later
designated as a Participant by the Compensation Committee of the Board of
Directors of the Company and, such designation is attached as a written
amendment to the Plan signed by a duly authorized officer of the Company. Under
no circumstance shall an employee below the level of Managing Director or Senior
Vice President be eligible to participate in the Plan. The following individuals
are Participants in the Plan as of January 1, 2003.

George W. Haligowski (effective January 1997)
Norval L. Bruce (effective January 1997)
Timothy Doyle (effective January 1997)
Steven Romelt (effective January 1997)
Don Nickbarg (effective May 2000)
William Schack (effective January 2002)
Scott Wallace (effective January 2002)
William Callam (effective January 2003)

Once an employee becomes a Participant, he or she shall remain a Participant
until all benefits, if any, to which he or she (or his or her Designated
Beneficiary) is entitled under the Plan have been distributed.

                                   ARTICLE III

                  ELIGIBILITY FOR AND DISTRIBUTION OF BENEFITS

        3.1 Eligibility for Benefits. Each Participant shall be eligible to
receive his or her Vested Stock Account Balance or Change in Control Cash
Account Balance, whichever is applicable, under the Plan as provided in Sections
3.3 and 3.4 below. Except as set forth in Sections 3.5 and 6.1 below, no
benefits shall be payable from the Plan to a Participant while such Participant
is employed by the Company.

        3.2 Incidents of Ownership. Notwithstanding the above, a Participant
shall have no incidents of ownership with respect to the Company Stock or any
other assets held under the Plan. A Participant shall not have any right to vote
shares of Company Stock allocated or credited to the Participant's Stock Account
Balance under the Plan.

        3.3 Form of Distribution. A Participant's Vested Stock Account Balance
shall be distributed solely in Company Stock. A Participant's Change in Control
Cash Account Balance shall be distributed solely in cash.

        3.4 Election and Timing of Distribution. Except as provided in Sections
3.5 and 6.1, a Participant's Account shall be distributed either in a single
lump sum distribution, five (5) annual installments or ten (10) annual
installments in accordance with the written election of such Participant. Such
written election must be in form acceptable to the Compensation



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Committee of the Board of Directors of the Company and shall not be effective
until received by the Compensation Committee. A Participant's election may be
changed at any time by filing a new written election (which shall automatically
revoke his or her prior written election) with the Compensation Committee of the
Board of Directors of the Company, which election shall become effective upon
its receipt by the Compensation Committee; provided however, the most recent
written election received prior to the thirteenth (13th) month before the
Participant's termination of employment shall be controlling and any written
election received within the thirteen (13) month period immediately preceding
the Participant's termination of employment shall be disregarded; and provided
further, that the first written election made under the Plan by a Participant in
calendar year 2003 and received by the Compensation Committee prior to January
1, 2004 shall in all cases be honored unless timely revoked thereafter by a new
binding written election. If no written election is made, then the Participant's
Account shall be paid in a single lump sum distribution. A single lump sum
distribution shall be made within forty-five (45) days after a Participant's
termination of employment. In the case of an annual installment method (5 or 10
year term), the first annual distribution shall be made on the first day of the
calendar month next following the one year anniversary of the Participant's
termination of employment (1/5 or 1/10 of the Participant's Account, whichever
is applicable), and subsequent annual installments will be made on each annual
anniversary of the first distribution (1/4 or 1/9 of the Participant's Account
on the second distribution date, whichever is applicable). All distributions
under the Plan shall be less applicable tax and other required or authorized
withholdings. The Trust shall timely deliver to the Company a sufficient number
of shares of Company Stock from a Participant's Vested Stock Account Balance
(based upon the closing price of the most recent trading date prior to the date
of delivery) or cash from his or her Change in Control Cash Account Balance to
satisfy the withholding obligations of such Participant. All distributions of
Company Stock shall comply with federal and state securities laws.

        3.5 Advance Distribution for Financial Hardship. With the consent of the
Compensation Committee of the Board of Directors of the Company, and
notwithstanding anything contained in Section 3.4 to the contrary, a Participant
may withdraw up to one hundred percent (100%) of his or her Vested Stock Account
Balance (in shares) or Change in Control Cash Account Balance (in cash), in each
case less applicable tax and other required or authorized withholdings, prior to
termination of employment as may be required to meet a Participant's
Unforeseeable Financial Emergency (as defined herein), provided that the entire
amount requested by the Participant is not reasonably available from other
resources of the Participant. An "Unforeseeable Financial Emergency" shall mean
an unforeseeable, severe financial condition resulting from (1) a sudden and
unexpected illness or accident of the Participation or an immediate family
member of the Participant; (2) loss of the Participant's property due to
casualty; or (3) other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. The
withdrawal must be necessary to satisfy the Unforeseeable Financial Emergency
and no more may be withdrawn from the Participant's Account than is required to
relieve the financial need after taking into account other resources that are
reasonably available to the Participant for this purpose. The Participant must
certify that the financial need cannot be relieved through any other reasonable
sources, including but not limited to, reimbursement or compensation by
insurance or otherwise, liquidation of the Participant's assets, to the extent
such liquidation would not itself cause an immediate and heavy financial need or
by borrowing from commercial sources on reasonable commercial terms. This
Section 3.5 shall be interpreted in a manner consistent with Section
1.457-2(h)(4), (5) of the Treasury Regulations. The Participant's Account shall
be reduced by the amount of any advance distribution for financial hardship
including withholdings.



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        3.6 Limitation on Distribution to Covered Employees. Notwithstanding any
other provision of the Plan, in the event that the Participant is a "covered
employee" as defined in Section 1 62(m)(3) of the Internal Revenue Code of 1986,
as amended (the "Code"), or would be a covered employee if the benefits were
distributed in accordance with Section 3.5 or 6.1, the maximum amount which may
be distributed from the Participant's Account under Section 3.5 or 6.1 in any
Plan Year shall not exceed one million dollars ($1,000,000) less the amount of
compensation paid by the Company to the Participant in such Plan Year which is
not "performance-based" (as defined in Code Section 162(m)(4)(C)). The amount of
compensation which is not "performance-based" shall be reasonably determined by
the Company at the time of the proposed distribution. Any amount which is not
distributed to the Participant in a Plan Year as a result of the limitation set
forth in this Section 3.6 shall be distributed to the Participant in the next
Plan Year, subject to compliance with the foregoing limitation set forth in this
Section 3.6. The provisions of this Section 3.6 shall not apply if the
Compensation Committee of the Board of Directors of the Company, upon
consultation with legal counsel, determines that the restrictions of Code
Section 162(m) do not apply to limit the deductibility of distributions made
under the Plan (or otherwise by the Company) to the Participant.

                                   ARTICLE IV

                ALLOCATION AND FUNDING OF STOCK ACCOUNT BALANCES

        4.1 Allocation to Stock Account Balances. Shares of Company Stock under
the Plan are allocated to a Participant's Stock Account Balance on an annual
basis on or within ninety (90) days of the last day of the Plan Year. A
Participant must be employed by the Company as of the last day of the Plan Year
in order to receive an allocation of shares for such Plan Year under this
Section 4.1 and Section 4.2. The amount of Company Stock allocated to a
Participant's Stock Account Balance pursuant to this Section 4.1 and Section 4.2
shall be determined using the fair market value of the Company Stock as of
October 8, 1998, of nine dollars ($9.00) a share.

        4.2 Allocation Amounts. The annual amount allocated to a Participant
pursuant to Section 4.1 shall be calculated as follows, subject to approval of
the allocation by the Compensation Committee of the Board of Directors of the
Company and the award of sufficient shares of Company Stock to fund the annual
allocation:

                -       The annual amount shall be equal to 20% of each such
                        Participant's Earnings (except in the case of George
                        Haligowski, 33 1/3% of his Earnings) for the Plan Year.

Notwithstanding the preceding sentences, the Compensation Committee of the Board
of Directors of the Company may approve a greater or lesser award for any
Participant or determine that no award is appropriate for a Participant. In no
event, however, shall the total number of shares of Company Stock allocated
under the Plan (excluding reinvestments under Section 4.3 and stock dividends
and distributions) exceed the issued Recognition and Retention Plan shares to be
allocated under the Plan.



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        4.3 Contribution to Trust and Reinvestment of Cash Dividends. The
Company shall contribute shares of Company Stock to the Trust on an annual basis
in an amount equal to the total annual allocation for all Participants for the
Plan Year as determined under Section 4.2 to the extent that the Compensation
Committee of the Board of Directors of the Company approves such funding. The
contributed shares shall come from the issued Recognition and Retention Plan
shares approved for such use by the shareholders in the Company's Recognition
and Retention Plan. All Recognition and Retention Plan terms pertaining to the
granting of the shares shall remain in full force and effect. The Plan shall be
funded with Recognition and Retention Plan shares only to the extent that shares
are available and the shares are awarded by the Compensation Committee of the
Board of Directors of the Company.

The number of shares of Company Stock allocated to each Participant's Stock
Account Balance under the Plan for a Plan Year under Sections 4.1 and 4.2 shall
be determined by dividing the Participant's allocation amount for such Plan Year
as determined in Section 4.2 above by the fair market value of Company Stock on
October 8, 1998, of nine dollars ($9.00) a share. If the available Recognition
and Retention Plan shares should be insufficient to cover the allocation amounts
for all Participants for any Plan Year as determined under Section 4.2 above,
the allocation amounts shall be reduced for each Participant on a pro rata
basis.

Stock dividends and distributions on shares of Company Stock allocated to a
Participant's Stock Account Balance shall be added to the Participant's Stock
Account Balance with the portion allocated to unvested shares being subject to
the same vesting requirements of the underlying shares. All cash dividends
received on shares of Company Stock allocated to a Participant's Stock Account
Balance, whether vested or unvested, shall be reinvested by the Trustee in
shares of Company Stock (rounded to the nearest whole share), such additional
shares shall be added to the Participant's Stock Account Balance, and the
Participant shall at all times be fully vested in such reinvestments.

        4.4 Special Allocation Upon Change of Control. In the event of a pending
Change of Control, the Company shall, on the business day next preceding the
consummation of the Change in Control, credit the Stock Account Balance of each
Participant in the employ of the Company on such date (or who has been
terminated involuntarily by action of the Company within the three months
preceding such date, unless such termination is for cause as defined in the
Company's Change of Control Severance Agreements) as follows:

                -       Each such Participant's Stock Account Balance shall be
                        credited with a number of shares of Company Stock, based
                        upon the average high and low quoted sales price of such
                        stock on the trading day next preceding the day the
                        shares are credited, such that the additional shares
                        credited in total value equal 60% of the Participant's
                        Earnings for the prior Plan Year (plus in the case of
                        George Haligowski, such additional shares to fund the
                        obligation set forth in Section 4(e) of the Haligowski
                        Employment Agreement); and

                -       The number of credited shares shall be contributed to
                        the Trust.

The number of shares to be contributed and allocated pursuant to this Section
4.4 is subject to the



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limitations set forth in Section 4.5. In the event the pending Change in Control
is abandoned or terminated after the contribution and allocation of shares
pursuant to this Section 4.4, then in that event, the shares contributed and
allocated pursuant to this Section 4.4 shall be forfeited as of the date of
abandonment or termination.



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        4.5 Reduction of Special Allocation. If the available Recognition and
Retention Plan shares are insufficient to fund the contribution and allocation
under Section 4.4, such contribution and allocation shall be reduced for each
Participant on a pro rata basis.

        4.6 Vesting. A Participant shall only have a vested right to the shares
allocated to his or her Stock Account Balance for a Vesting Cycle under Sections
4.1 and 4.2 (and any stock dividends and distributions relating thereto) if such
Participant is employed by the Company on the last day of the Vesting Cycle.
Notwithstanding the preceding sentence, a Participant shall be 100% vested in
all shares allocated to his or her Stock Account Balance under Sections 4.1 and
4.2 (including any stock dividends distributions relating thereto) in the event
of the consummation of a Change of Control (if he or she is employed immediately
prior to the Change in Control) or termination of employment due to death,
Disability or after Retirement Date. A Participant shall be vested in all shares
allocated to his or her Stock Account Balance under Section 4.4 upon the
consummation of the Change in Control. A Participant shall at all times be 100%
vested in reinvestments in Company Stock allocated to his or her Stock Account
Balance under Section 4.3. A Participant employed by the Company on the date of
termination of the Plan shall also be 100% vested in his or her Stock Account
Balance upon Plan termination. Notwithstanding the foregoing or anything
contained elsewhere in the Plan, a Participant's Vested Stock Account Balance
shall be subject to forfeiture as provided in Section 7.1.

        4.7 Forfeiture. In the event a Participant leaves the employ of the
Company prior to a Change in Control and before the end of a Vesting Cycle for
reasons other than death, Disability or after Retirement Date, all shares
allocated to his or her Stock Account Balance under Section 4.1 and 4.2
(including stock dividends and distributions relating thereto) for that Vesting
Cycle shall be forfeited. Shares allocated to a Participant's Stock Account
Balance under Section 4.4 shall be forfeited upon the abandonment or termination
of the pending Change in Control. Forfeited shares shall be returned to the
Company and may be reallocated to satisfy future contributions under Sections
4.1 through 4.4. Notwithstanding the foregoing or anything contained elsewhere
in the Plan, the Vested Stock Account Balance of a Participant shall be subject
to forfeiture as provided in Section 7.1.

        4.8 No Further Contributions after a Change in Control. No further
contributions of Company Stock shall be made under Sections 4.1 and 4.2 after a
Change in Control.

                                    ARTICLE V

   CONVERSION TO INITIAL CHANGE IN CONTROL CASH BALANCE AND INVESTMENT CREDITS

        5.1 Procedure for Conversion. Within 30 days prior to the consummation
of a Change in Control, a Participant (including a Participant or Designated
Beneficiary who is then receiving installment distributions of Company Stock
pursuant to Section 3.4) may make a written election to convert his or her
Vested Stock Account Balance to the Initial Change in Control Cash Balance as of
the day next following the Change in Control. Such written election must be
received by the Compensation Committee of the Board of Directors of the Company
within such 30 day period. If such written election is timely made, then on the
day next following the Change in



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Control, the Vested Stock Account Balance of the electing Participant shall
terminate and his or her benefits under the Plan shall then consist solely of
his or her Change in Control Cash Account Balance. In the event the Change in
Control transaction results in the exchange of the outstanding shares of common
stock of the Company for consideration other than publicly traded shares of the
acquiror (and cash in lieu of fractional share interests), then in that event,
immediately following the consummation of the Change in Control the Stock
Account Balance of each Participant shall be automatically converted to the
Initial Change in Control Cash Balance. Nothing herein shall alter the method of
distribution of a Participant's Account (i.e., lump sum, five (5) year
installments or ten (10) year installments) under Section 3.4.

        5.2 Investment Credits. Each Participant's Change in Control Cash
Account Balance shall be credited with an investment credit through the close of
business on each of (i) the last day of the Plan Year and (ii) the day next
preceding the date of any distribution of benefits to the Participant from his
or her Change in Control Cash Account Balance. The investment credit shall be
determined by multiplying either (a) the average yield on the 10 year constant
maturity U.S. Treasury Securities, as published in the Federal Reserve
Statistical Release, determined by taking the average yield for the last active
trading day of each calendar month during the Applicable Measurement Period
times the average daily balance in the Participant's Change in Control Cash
Account Balance for such Applicable Measurement Period or (b) 125% of the
annualized average cost of funds of Imperial Capital Bank (or its successor in
interest) during the Applicable Account Period times the average daily balance
in the Participant's Change in Control Cash Account Balance for such Applicable
Measurement Period, whichever results in the highest yield, with the yield being
applied on a pro-rata basis for any Applicable Measurement Period that is less
than one year.

        5.3 Trust Provisions. As soon as practicable following the consummation
of a Change in Control (but not later than 30 days after the occurrence
thereof), the Company shall contribute cash to the Trust in an amount equal to
the Initial Change in Control Cash Account Balance of each Participant whose
Vested Stock Account Balance is converted pursuant to Section 5.1, and shares
contained in the Stock Account Balance of each such Participant shall be tended
by the Trustee to the Company in cancellation of such Stock Account Balance. The
preceding sentence shall not apply, if the shares of Company Stock in the Stock
Account Balance of a Participant are exchanged for cash in the Change in Control
transaction. To the extent that the actual earnings of a Participant's Change in
Control Cash Account Balance, based upon investments of the Trust, exceed the
amount of investment credit to be allocated to a Participant's Change in Control
Cash Account Balance pursuant to Section 5.2, the excess shall be distributed by
the Trust to the Company. To the extent that such actual earnings are less than
the investment credit to be allocated to a Participant's Change in Control Cash
Account Balance, the shortfall shall be promptly contributed in cash to the
Trust by the Company.

        5.4 Vested Benefits. The Change in Control Cash Account Balance of each
Participant shall be 100% vested at all times and shall not be subject to
forfeiture.



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                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

        6.1 Amendment or Termination. The Company intends the Plan to remain in
existence until all Participants in the Plan have received all of their benefits
payable under the Plan. The Company, however, reserves the right to amend or
terminate the Plan prior to a Change in Control when, in the sole opinion of the
Company, such amendment or termination is advisable. Any such amendment or
termination shall be made pursuant to a resolution of the Compensation Committee
of the Board of Directors of the Company. No amendment or termination of the
Plan shall directly or indirectly reduce any Participant's Account below the
balance of such Account immediately prior to the effective date of the
resolution amending or terminating the Plan; nor shall any amendment or
termination of the Plan delay the distribution date for the Participant's
Account. Upon termination of the Plan any unvested shares of Company Stock
allocated to the Stock Account Balance of a Participant who is then employed by
the Company shall become fully vested. Notwithstanding anything contained in
Section 3.4 to the contrary, upon termination of the Plan all Participant
Accounts (including those Accounts which are then being distributed to
Participants or Designated Beneficiaries in installments) shall be paid in a
single lump sum distribution within 30 days after such termination but subject
to the limitations set forth in Section 3.6, regardless of the distribution
elections made by the Participants. Distribution of Stock Account Balances shall
be made solely in shares of Company Stock and distribution of Change in Control
Cash Account Balances, if applicable, shall be made solely in cash. No amendment
to (other than to comply with law) or termination of the Plan will be permitted
to be made by the Company after a Change in Control without the written consent
of all Participants including Participants or Designated Beneficiaries then
receiving distributions.

                                   ARTICLE VII

                                 ADMINISTRATION

        7.1 Termination of Benefits. Notwithstanding any other provision of the
Plan, the rights of a Participant or his or her Designated Beneficiary to
benefits under the Plan will, at the discretion of the Compensation Committee of
Board of Directors, be terminated, and the Company will have no obligation
hereunder to such Participant or his or her Designated Beneficiary, if such
Participant is discharged from employment from the Company for cause (as defined
in the Company's Change of Control Severance Agreements) prior to a Change in
Control.

        7.2 Unsecured Claims. The right of a Participant or his or her
Designated Beneficiary to receive a benefit hereunder shall be an unsecured
claim against the general assets of the Company, and neither a Participant nor
his or her Designated Beneficiary shall have any rights in or against any shares
or amount credited to any Accounts under this Plan or any other assets of the
Company. Notwithstanding any other provisions to the contrary, the Plan at all
times shall be considered entirely unfunded both for tax purposes and for
purposes of Title I of ERISA as amended. Any assets or investments hereunder
shall continue for all purposes to be part of the general assets of the Company
and available to its general creditors in the event of bankruptcy or



                                       11
<PAGE>

insolvency. Accounts under this Plan and any benefits which may be payable
pursuant to this Plan are not subject in any manner to anticipation, sale,
alienation, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of a Participant or his or her Designated Beneficiary.
The Plan constitutes a mere unsecured promise by the Company to make benefit
distributions in the future. No interest or right to receive a benefit may be
taken, either voluntarily of involuntarily, for the satisfaction of the debts
of, or other obligations or claims against, such person or entity, including
claims for alimony, support, separate maintenance and claims in bankruptcy
proceedings.

        7.3 Plan Administration. The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company, which shall
have the authority, duty and power to interpret and construe the provisions of
the Plan as the Compensation Committee deems appropriate including the authority
to determine eligibility for benefits under the Plan. The Compensation Committee
shall have the duty and responsibility of maintaining records, making the
requisite calculations and distributions hereunder. The interpretations,
determinations, regulations and calculations of the Compensation Committee shall
be final and binding on all persons and parties concerned. The Compensation
Committee may delegate any of its duties to an employee or employees of the
Company or other persons as it deems appropriate.

        7.4 Expenses. Expenses of administration shall be paid by the Company.
The Compensation Committee of the Board of Directors of the Company shall be
entitled to rely on all tables, valuations, certificates, opinions, data and
reports furnished by any actuary, accountant, controller, counsel or other
person employed or retained by the Company with respect to the Plan.

        7.5 Statements. The Compensation Committee of the Board of Directors of
the Company (or the Trustee if such duty is delegated to the Trustee) shall
furnish individual annual or more frequent statements of accrued benefits to
each Participant (or if the Participant's Designated Beneficiary is currently
receiving benefits under the Plan, to such Participant's Designated Beneficiary)
in such form as determined by the Compensation Committee of the Board of
Directors of the Company or as required by the law.

        7.6 No Enlargement of Rights. The sole rights of a Participant or his or
her Designated Beneficiary under the Plan shall be to have this Plan
administered according to its provisions, to receive whatever benefits he or she
may be entitled to hereunder, and nothing in the Plan shall be interpreted as a
guaranty that any assets or funds in any trust which may be established in
connection with the Plan or assets of the Company will be sufficient to pay any
benefit hereunder. Further, the adoption and maintenance of this Plan shall not
be construed as creating any contract of employment between the Company and the
Participant. The Plan shall not affect the right of the Company to deal with any
Participants in employment respects, including their hiring, discharge,
compensation and conditions of employment.

        7.7 Rules and Procedures. The Company may from time to time establish
rules and procedures which it determines to be necessary for the proper
administration of the Plan and the benefits payable to an individual in the
event that individual is declared incompetent and a conservator or other person
legally charged with that individual's care is appointed. Except as



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<PAGE>

otherwise provided herein, when the Company determines that such individual is
unable to manage his or her financial affairs, the Company may pay such
individual's benefits to such conservator, person legally charged with such
individual's care, or institution then contributing toward or providing for the
care and maintenance of such individual. Any such distribution shall constitute
a complete discharge of any liability of the Company, the Plan, the Trust and
the Trustee to such individual.

        7.8 Information. Each Participant shall keep the Company informed of his
or her current address and the current address of his or her Designated
Beneficiary. The Company shall not be obligated to search for any person. If
such person(s) is (are) not located within three (3) years after the date on
which distribution of the Participant's benefits payable under this Plan may
first be made, distribution may be made as though the Participant or his or her
Designated Beneficiary had died at the end of such three-year period.

        7.9 Loss. Notwithstanding any provision herein to the contrary, neither
the Company nor any individual acting as an employee or agent of the Company
including the Trustee shall be liable to any Participant, his or her Designated
Beneficiary, or any other person for any claim, loss, liability or expense
incurred in connection with the Plan, unless attributable to fraud or willful
misconduct on the part of the Company or any such employee or agent of the
Company.

        7.10 Indemnification. The Company shall indemnify and hold harmless the
members of the Board of Directors, the Trustee, and any other persons to whom
any responsibility with respect to the Plan is allocated or delegated, from and
against any and all liabilities, costs and expenses, including attorneys' fees,
incurred by such persons as a result of any act, or omission to act, in
connection with the performance of their duties, responsibilities and
obligations under the Plan and under ERISA, other than such liabilities, costs
and expenses as may result from the bad faith, willful misconduct or criminal
acts of such persons or to the extent such indemnification is specifically
prohibited by ERISA. The Company shall have the obligation to conduct the
defense of such persons in any proceeding to which this Section applies. If any
Board member or any person covered by this indemnification clause determines
that the defense provided by the Company is inadequate, that member or person
shall be entitled to retain separate legal counsel for his or her defense and
the Company shall be obligated to pay for all reasonable legal fees and other
court costs incurred in the course of such defense unless a court of competent
jurisdiction finds such person has acted in bad faith or engaged in willful
misconduct or criminal acts.

        7.11 Trust Matters. The Company's obligations under the Plan with
respect to the Accounts may be satisfied with Trust assets distributed pursuant
to the terms of the Plan and any such distribution shall reduce the Company's
corresponding obligation under the Plan with respect to the Accounts. The
provisions of the Plan shall govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the Trust shall govern the
rights of the Company, Participants and the creditors of the Company to the
assets transferred to and/or held by the Trust. The Company shall at all times
remain liable to carry out its obligations under the Plan. Except for amendments
to the Trust to comply with applicable laws, no amendment or modification shall
be made to the Trust without the prior written consent of all Participants who
have Accounts.



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<PAGE>

        7.12 Applicable Law. All questions pertaining to the construction,
validity and effect of the Plan shall be determined in accordance with the laws
of the State of California.

                                  ARTICLE VIII

                                CLAIMS PROCEDURE

        8.1 Claims Procedure. An initial claim for benefits under the Plan must
be made by the Participant or his or her Designated Beneficiary in accordance
with the terms of the Plan through which the benefits are provided. Not later
than 90 days after receipt of such a claim, the Claims Reviewer will render a
written decision on the claim to the claimant, unless special circumstances
require the extension of such 90-day period. If such extension is necessary, the
Claims Reviewer shall provide the Participant or his or her Designated
Beneficiary with written notification of such extension before the expiration of
the initial 90-day period. Such notice shall specify the reason or reasons for
such extension and the date by which the final decision can be expected. In no
event shall such extension exceed a period of 90 days from the end of the
initial 90-day period. In the event the Claims Reviewer denies the claim of a
Participant or his or her Designated Beneficiary in whole or in part, the Claims
Reviewer's written notification shall specify, in a manner calculated to be
understood by the claimant, the reason for the denial; a reference to the Plan
or other document or form that is the basis for the denial; a description of any
additional material or information necessary for the claimant to perfect the
claim; an explanation as to why such information or material is necessary; and
an explanation of the applicable claims procedure. Should the claim be denied in
whole or in part and should the claimant be dissatisfied with the Claim's
Reviewer's disposition of the claimant's claim, the claimant may have a full and
fair review of the claim by the Company upon written request therefore submitted
by the claimant or the claimant's duly authorized representative and received by
the Company within 60 days after the claimant receives written notification that
the claimant's claim has been denied. In connection with such review, the
claimant or the claimant's duly authorized representative shall be entitled to
review pertinent documents and submit the claimant's views as to the issues, in
writing. The Company shall act to deny or accept the claim within 60 days after
receipt of the claimant's written request for review unless special
circumstances require the extension of such 60-day period. If such extension is
necessary, the Company shall provide the claimant with written notification of
such extension before the expiration of such initial 60-day period. In all
events, the Company shall act to deny or accept the claim within 120 days of the
receipt of the claimant's written request for review. The action of the Company
shall be in the form of a written notice to the claimant and its contents shall
include all of the requirements for action on the original claim. In no event
may a claimant commerce legal action for benefits the claimant believes are due
the claimant until the claimant has exhausted all of the remedies and procedures
afforded the claimant by this Article VIII.



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<PAGE>

ITLA Capital Corporation has caused this Plan to be executed on this 13th day
of November 2003 (but effective January 1, 2003).

                                     By /s/ JEFFREY L. LIPSCOMB
                                        ----------------------------------------
                                     Name Jeffrey L. Lipscomb, Member of the
                                            Board of Directors
                                          Chairman of the Compensation Committee
                                         ---------------------------------------
                                     On behalf of ITLA Capital Corporation



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