409A CONSOLIDATED NONQUALIFIED (EMPLOYER SECURITIES ONLY) 2005 DEFERRED COMPENSATION PLAN


EXHIBIT 10.8

ITLA CAPITAL CORPORATION 409A CONSOLIDATED

NONQUALIFIED (EMPLOYER SECURITIES ONLY)

2005 DEFERRED COMPENSATION PLAN



ITLA Capital Corporation, a Delaware business corporation, has adopted the ITLA Capital
Corporation 409A Consolidated Nonqualified (Employer Securities Only) 2005 Deferred
Compensation Plan (the "Plan" or " 2005 ITLA Non-Qualified (Employer Securities Only)
Deferred Compensation Plan") effective as of January 1, 2005. The Plan is an unfunded plan,
hereby adopted, established and maintained by ITLA Capital Corporation (the "Company") for
the purpose of providing benefits for certain individuals as provided herein. The Plan is intended to
comply with the applicable requirements of Section 409A of the Code and related guidance of general applicability
issued thereunder (together referred to herein as "Section 409A").


ARTICLE I



ELIGIBILITY TO PARTICIPATE


         1.1         	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 or highly compensated employees, and shall at all times remain unfunded.


         1.2         Designated Participants. A highly compensated employee of the Company or its
subsidiaries (which shall include for employment and compensation purposes all other related
employers of the Company under Section 414 of the Internal Revenue Code of 1986, as amended
(the "Code")) is eligible to become a Participant in the Plan.  A highly compensated employee of
the Company or its subsidiaries shall be:


		a.	Any employee holding a title of Deputy Managing Director or greater; or
		b.	Any employee, who in the previous year earned commissions of two hundred
thousand dollars ($200,000.00) or greater from the Company or its subsidiaries.



Once an employee becomes a Participant, he or she shall remain a Participant until all benefits to
which he or she (or to the individual the Participant designates as his or her "Designated
Beneficiary" in such Participant's designation of beneficiary form) is entitled to under the Plan
have been paid. To the extent any employee's employment agreement (as the same may be
thereafter amended) differs from the terms of the Plan, the employment agreement shall be the
controlling document except that the Plan shall control to the extent necessary to comply with
Section 409A.


         1.3         Written Deferral Election. The individuals described in Section 1.2 shall be eligible
to participate in the Plan and may do so by filing a written deferral election with the Company in a
form approved by the Company. This form may set forth a minimum annual deferral by the
Participant.  In the first year in which a Participant becomes eligible to participate





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in the Plan, the
newly eligible Participant may make an election to defer compensation for services to be
performed subsequent to the election within thirty (30) days after the date the person becomes
eligible. For all other years, elections to defer payment of compensation must be made before the
beginning of the calendar year for which the compensation is payable.  In the event an individual
may elect to defer all or a portion of "performance-based compensation" (within the meaning of
Section 409A) based on services performed over a period of at least 12 months, provided that the
Participant performed services continuously from a date no later than the date upon which the performance criteria
are established through a date no earlier than the date upon which the Participant makes an initial deferral election
with respect to the applicable performance-based compensation, such election shall be irrevocable and shall be
made no later than 6 months before the end of the performance-based compensation service period. The written
deferral election shall also set forth the individual's election regarding how his Deferred Compensation Account
shall be distributed in accordance with Section 3.1.

         1.4         Deferred Compensation Account. For each individual electing to participate in the
Plan, the Company shall establish and maintain a Deferred Compensation Account. The amount of
each Participant's deferred compensation shall be credited to his or her Deferred Compensation
Account no later than the end of the month following the month in which the compensation would
otherwise have been paid to the Participant. The Participant's Deferred Compensation Account
shall be invested solely in ITLA Capital Corporation stock. The Deferred Compensation Account
shall be reduced for any distributions and withdrawals made under the Plan to a Participant or his
or her Designated Beneficiary including tax withholdings. Any Participant to whom an amount is
credited under the Plan shall be deemed a general, unsecured creditor of the Company.


         1.5         Amount of Deferrals. Each Participant may defer all or any portion of the
compensation otherwise payable to him or her by the Company for the calendar year beginning
after the date of said election (or for the remaining portion of the first year of participation) as
specified in said written election to the Company, and the amounts so deferred by a Participant
shall be distributed only as provided in the Plan. In no event shall the amount of compensation
deferred by a Participant under the Plan and the Non-Employer Securities 2005 Deferred
Compensation Plan exceed the amount needed to satisfy employment tax and other required
payroll withholdings. A Participant may change the amount of, or suspend, future deferrals with
respect to compensation otherwise payable to him or her for calendar years beginning after the
date of change or suspension as specified by written notice to the Company. If a Participant elects
to suspend deferrals, the Participant may make a new election to again become a Participant in the
Plan. Any new election to defer payment of compensation must be made before the beginning of
the next calendar year for which the compensation is payable and shall apply to compensation
otherwise payable in that next calendar year. The election to defer shall be irrevocable as to the
deferred compensation for the calendar year for which the election is made. In no event may a
Participant suspend or change the amount of deferrals for a calendar year once the calendar year
has commenced.  






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ARTICLE II



DEFERRED COMPENSATION


         2.1         Contributions to, Investments by, and Withdrawals from Trust. Within thirty (30)
days after each calendar month, the Company shall transfer into the ITLA Capital Corporation
Rabbi Trust (the "Trust") an amount in cash or a number of shares of ITLA Capital Corporation
stock (based upon the closing sale price as of the most recent trading day preceding the
contribution date) equal to the total amount of all Participant deferrals under the Plan for the
preceding calendar month.  All cash contributions to the Trust shall, as soon as practicable, be
invested solely in ITLA Capital Corporation stock.  All cash dividends received on shares of
ITLA Capital Corporation stock held by the Trust shall be reinvested in ITLA Capital
Corporation stock (other than cash representing fractional interests).  To satisfy tax and other
withholding obligations of the Company relating to a Participant's Deferred Compensation
Account under the Plan, the Trust shall timely deliver to the Company a sufficient number of
shares of ITLA Capital Corporation stock from a Participant's Deferred Compensation Account
(based upon the closing sale price on the most recent trading day prior to the date of delivery)
equal to withholding obligation, and the Participant's Deferred Compensation Account shall be
reduced by such number of shares so delivered. 


ARTICLE III



DISTRIBUTION


         3.1         Distribution of Deferred Compensation Accounts. On the first day of the month
next following the date on which a Participant's experiences a "Separation from Service" (as that
phrase is defined by Section 409A) for any reason including death, distribution of the Participant's
Deferred Compensation Account in accordance with the Plan shall commence in accordance with
one of the alternatives set forth below as selected by the Participant. Notwithstanding the
preceding sentence, if the Participant is a "specified employee" (within the meaning of Section 409A, and
assuming for this purpose that the "identification date" is December 31) then (a) the Participant's distribution (or
initial distribution) shall occur on the first day of the month next following the six month anniversary of the date of
the Participant's Separation from Service, if such termination of employment occurs for any reason other than the
Participant's death or becoming disabled (as that term is defined in Code Section 409A(a)(2)(C)) (the "Delayed
Distribution Date"), and (b) in the event the Participant elected to receive his Deferred Compensation Account in
installments, subsequent distributions shall be made on the first day of the month next following the anniversary
date of the Participant's Separation from Service.  A Participant's initial selection of the method of
distribution shall be made in writing at the time the Participant first elects to defer compensation
under the Plan for any given calendar year.  Any such selection may be subsequently changed by a
Participant by delivering a new written election to the Company (such new written election shall
automatically revoke any prior written election).  However, except as may otherwise be provided
in Section 409A, (1) any such change in the method of distribution shall not take effect until at least twelve
months after the date the election is made, (2) in the case of an election made in relation to a payment to be made





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at a specific time or pursuant to a fixed schedule (i.e., in installments), the election may not be made less than 12
months prior to the date of the first scheduled payment, and (3) payment of the amount with respect to which the
form of distribution is being changed shall commence upon the fifth anniversary of the date the such payment
otherwise would have been paid (except for payments made pursuant to Section 3.2 or Section 3.3). The
alternative forms of distribution shall be:

		a)         a single lump sum distribution of the Participant's Deferred Compensation
Account at the time of his Separation from Service, or the Delayed Distribution
Date, if applicable; 

b)         five annual installments with the first installment (1/5 of  the Participant's
Deferred Compensation Account) being distributed on the first day of the month
next following the Participant's Separation from Service, or the Delayed
Distribution Date, if applicable and subsequent annual installments being made on
each annual anniversary of the Participant's Separation from Service (e.g., 1/4 of
the Participant's Deferred Compensation Account on the second distribution
date); or






		c)	ten annual installments with the first installment (1/10 of  the Participant's
Deferred Compensation Account) being distributed on the first day of the month
next following the Participant's Separation from Service, or the Delayed
Distribution Date, if applicable and subsequent annual installments being made on
each annual anniversary of the Participant's Separation from Service (e.g., 1/9 of
the Participant's Deferred Compensation Account on the second distribution
date).



If at the time of distribution the Participant does not have in effect a valid election regarding the form of distribution of his benefit, distribution shall be made in a single lump sum payment. All
distributions shall be made solely in shares of ITLA Capital Corporation stock (except for cash in
lieu of fractional share interests).  All such distributions from the Plan shall comply with all
applicable federal and state securities laws. All distributions under the Plan shall be less applicable
tax and other required or authorized withholdings. Notwithstanding the distribution election made
by a Participant and notwithstanding that distributions have commenced in installments, the
distribution of the Participant's total remaining Deferred Compensation Account shall be made in
a single lump sum upon a Change of Control or termination of the Plan.


         3.2         Participant's Death. If a Participant should die before full distribution of his or her
Deferred Compensation Account, such Participant's remaining Deferred Compensation Account
shall be distributed to the Participant's Designated Beneficiary by the method designated by the
Participant in his or her most recent effective written election, as determined under Section 3.1
hereunder.  If a Participant has no Designated Beneficiary at the time of death, then,
notwithstanding any provision herein to the contrary, his or her remaining Deferred 





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Compensation
Account shall be distributed to such Participant's estate in a single lump sum distribution as soon
as administratively feasible following such Participant's death.withstanding the foregoing,
distributions under this Section 3.2 shall be made in a manner not inconsistent with Section 409A.


         3.3         Advance Distribution for Financial Hardship. In the event a Participant incurs an
Unforeseeable Financial Emergency, such Participant may make a written request to the Company
for a withdrawal from his or her Deferred Compensation Account established under the Plan. The
amount of the withdrawal will be net of applicable tax and other required or authorized
withholdings. An "Unforeseeable Financial Emergency" shall mean severe financial hardship to
Participant resulting from (i) an illness or accident of the Participant, the Participant's spouse or a of
the Participant, (within the meaning of Section 152(a) of the Code), (ii) a loss of the Participant's property
due to casualty, or (iii) other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant. Withdrawals of amounts because of an
unforeseeable emergency are only permitted to the extent reasonably needed to satisfy the
emergency need, taking into account taxes reasonably anticipated as a result of the distribution,
after taking into account the extent to which such hardship is or may be relieved through
reimbursement by insurance or otherwise or by liquidation of the Participant's assets (to the
extent the liquidation of such assets would not itself cause severe financial hardship). This Section
shall be interpreted in a manner consistent with Section 409A. The Compensation Committee of
the Board of Directors of the Company shall determine in its sole discretion whether an advance
withdrawal shall be permitted due to an Unforeseeable Financial Emergency. The Participant's
Deferred Compensation Account shall be reduced by the amount of any advance distribution for
Unforeseeable Financial Emergency, including withholdings.


         3.4         Change of Control Event. Upon a Change of Control Event, as defined in Section
6.7 of the Plan, the Deferred Compensation Accounts of all Participants shall be paid in a single
lump sum distribution of shares of ITLA Capital Corporation stock as soon as practicable to the
Participants or to the Designated Beneficiaries of any deceased Participants.


         3.5         Distribution for Tax Purposes. Anything herein to the contrary notwithstanding, pay the Federal Income Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a),
and 3121(v)(2) on compensation deferred under the Plan (the "FICA Amount"), plus (b) the income tax at source
on wages imposed under Code Section 3401 on the FICA Amount, plus (c) the additional income tax at source on
wages attributable to the pyramiding Code Section 3401 wages and taxes.  In no event shall the amount
distributable under the preceding sentence exceed the aggregate of the FICA Amount and the income tax
withholding related to such FICA Amount.  The cash distribution shall be made from the Trust to the
Company to satisfy the withholding tax obligation and the Participant's Deferred Compensation
Account shall be reduced by the amounts so withheld.  The Compensation Committee shall also
permit the distribution of any other income or withholding taxes attributable to the Participant's
benefit under the Plan, to the extent permitted by Section 409A.


         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 162(m)(3) of the Code, or would be a covered employee if the Participant's Deferred
Compensation Account were distributed in accordance with the other provisions of Article III,





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the maximum amount (based upon the fair market value of the shares of ITLA Capital Corporation
stock distributed on the distribution date) which may be distributed from the Participant's
Deferred Compensation Account in any Plan Year shall not exceed one million ($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 as soon as possible after the Company reasonably anticipates that the deduction of the
payment will not be limited by Code Section 162(m) or the calendar year in which the Participant
experiences a Separation from Service.  . 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 the limit
the deductibility of distributions made under the Plan (or otherwise by the Company) to the
Participant.  The limitation set forth in this Section 3.6 shall be applied taking into account the
requirements of Section 409A.

ARTICLE IV



AMENDMENT AND TERMINATION OF PLAN


         4.1         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 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 reduce the number of shares of
ITLA Capital Corporation stock credited to the Participant's Deferred Compensation Account
below the balance immediately prior to the effective date of the resolution amending or
terminating the Plan or delay the distribution date for the Participant's Deferred Compensation
Account. The ability of the Company to amend or terminate the Plan and distribute benefits in accordance with
such amendment or termination shall be subject to and limited by Section 409A. Accordingly, unless Section 409A
provides otherwise, the Plan may be terminated only if: (a) all arrangements sponsored by the Company that are
required to be aggregated with this Plan under Section 409A are terminated; (b) no payments other than payments
that would be payable under the terms of the Plan or an aggregated plan if the termination had not occurred are
made within 12 months of the termination of the arrangements; (c) all payments are made within 24 months of the
termination of the Plan and related arrangements; and (d) the Company does not adopt a new arrangement that
would be required to be aggregated with this Plan under Section 409A if the same Participant participated in both
arrangements, within five years of the termination of the Plan.


         4.2         Distribution on Termination. Subject to Section 4.1, upon termination of the Plan,
the Deferred Compensation Accounts of all Participants shall be paid in kind, in a single lump sum
distribution, as soon as practicable following the effective date of the Plan termination.







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ARTICLE V



CLAIMS PROCEDURE


         5.1         Claims Procedure. An initial claim for benefits under the Plan must be made by the
Participant or his or her Designated Beneficiary to the Claims Reviewer which shall be 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), in accordance with the
terms of this Claims Procedure. 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 therefor 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 commence 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 V.


ARTICLE VI



ADMINISTRATION


         6.1         Unsecured Claims. The right of a Participant or a Participant's Designated
Beneficiary to receive a distribution hereunder shall be an unsecured claim against the general
assets of the Company, and neither a Participant nor his or her Designated Beneficiary shall





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have any rights in or against any amount credited to any Deferred Compensation Account under the
Plan or any other assets of the Company. 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 insolvency. Deferred
Compensation Accounts under the Plan and any benefits which may be distributable pursuant to
the Plan are not subject in any manner to anticipation, sale, alienation, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors of the Participant or a Participant's
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 or 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.

         6.2         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 disbursing benefits 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 of
Plan Administration to such employees or other persons as it deems appropriate. The Plan shall
also be administered and interpreted in a manner consistent with Section 409A .


         6.3         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, certificates, opinions, data and reports furnished by any accountant, controller, counsel or
other person employed or retained by the Company with respect to the Plan.


         6.4         Statements. The Compensation Committee of the Board of Directors of the
Company shall furnish individual annual or more frequent statements to each Participant, or each
Designated Beneficiary currently receiving benefits, in such form as determined by the
Compensation Committee or as required by law. The Compensation Committee may delegate the
duty to provide such statements to the trustee of the Trust.


         6.5         No Enlargement of Rights. The sole rights of a Participant or Designated
Beneficiary under the Plan shall be to have the 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 benefits
hereunder. Further, the adoption and maintenance of the Plan shall not be construed as creating
any contract of employment between the Company and any 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.







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         6.6         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
otherwise provided herein, when the Company determines that such individual is unable to
manage his or her financial affairs, the Company may distribute such individual's benefits to such
conservator, person legally charged with such individual's care, or institutions 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 and the Plan to such individual.


         6.7         Change of Control.  Notwithstanding any provision to the contrary, in the event of the earliest Change of Control Event, as defined herein, Participants shall receive their Deferred
Compensation Accounts in a single lump sum payment as soon as administratively feasible
following the date of the Change of Control Event. The term "Change of Control Event" shall
mean (a) a "change in the ownership of the Company", (b) a "change in the effective control of the Company", or
(c) a "change in the ownership of a substantial portion of the Company's assets", all within the meaning of Section
409A.  The preceding sentence shall be applied using the least restrictive interpretation of each applicable Change
in Control Event under Section 409A.


         6.8         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 is not located within three (3) years after
the date on which distribution of the Participant's benefits payable under the 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.



         6.9         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 of the
Trust shall be liable to any Participant, any Participant's 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.


         6.10         Indemnification. The Company shall indemnify and hold harmless the members of
the Board of Directors, the trustee of the Trust 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





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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.

         6.11         Trust Matters.  The Company's obligations under the Plan with respect to
Deferred Compensation Accounts may be satisfied with Trust assets distributed in kind pursuant
to the terms of the Plan and any such distribution shall reduce the Company's corresponding
obligation under the Plan with respect thereto.  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, invested by, and held in 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 with respect to the Plan
without the prior written consent of all Participants in the Plan who have Deferred Compensation
Accounts.  The funding of benefits under the Plan shall comply in all respects with the
requirements of Section 409A.


         6.12         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.


         ITLA Capital Corporation has caused the Plan to be executed on this 1st day of February, 2006.










		/s/Jeffrey Lipscomb
Name:  Jeffrey Lipscomb

Compensation Committee Chairman

On behalf of ITLA Capital Corporation








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