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                                                                    EXHIBIT 10.3

           ITLA CAPITAL CORPORATION CONSOLIDATED NONQUALIFIED DEFERRED
                                COMPENSATION PLAN
                           (Effective January 1, 1997)

ITLA Capital Corporation, a Delaware business corporation has adopted the ITLA
Capital Corporation Consolidated Nonqualified Deferred Compensation Plan (the
"Plan") effective as of January 1, 1997. 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.

                                    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. 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 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' First Vice President be eligible to participate
in the Plan. The following individuals shall constitute the eligible
Participants as of the Plan's effective date of January 1, 1997:

         George Haligowski
         Michael Sicuro
         Tim Doyle

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 George Haligowski's Employment Agreement dated July 23, 1997
differs from the terms of this Agreement, George Haligowski's Employment
Agreement shall be the controlling document.

     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. In the
first year in which a Participant becomes eligible to participate in the Plan,
the newly eligible Participant may make an election to defer

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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.

     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 also be credited and debited for deemed earnings and losses
attributable to the investment (or deemed investment) of such Deferred
Compensation Account under Section 2.2 of the Plan. The Deferred Compensation
Account shall also be reduced for any distributions and withdrawals made under
the Plan to a Participant. In general, the Deferred Compensation Accounts will
be valued at the end of each calendar quarter. 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 by a Participant shall be
paid only as provided in this Plan. In no event shall the amount of compensation
deferred by a Participant 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 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. 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.

                                   ARTICLE II

                              DEFERRED COMPENSATION

     2.1 Contribution to 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 shares of ITLA Capital Corporation common
stock with a fair market value at the date of contribution equal to the total
amount of all Participant deferrals under the Plan for the preceding calendar
month. In addition, within fifteen (15) days of the date of a Change of


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Control the Company shall deposit in the Trust an amount in cash equal to the
difference between the total value of all Participant's Deferred Compensation
Accounts under the Plan as of the Date of the Change of Control and the total
fair market value of all assets in the Trust as of such date.

     2.2 Deemed Investments. All amounts credited under the terms of the Plan to
a Deferred Compensation Account maintained in the name of a Participant by the
Company shall be invested (or deemed invested) in ITLA Capital Corporation stock
and/or various mutual funds selected by the Company. Each Participant may select
the deemed investment for his/her Deferred Compensation Account from the
investment options selected by the Company and may change such deemed
investments at such times and in accordance with the rules adopted by the
Company. In the absence of any investment directions, Deferred Compensation
Accounts will be deemed invested in the Trustee's in-house sweep funds.
Notwithstanding that the earnings or losses on deemed investments used to
determine the value of Participant's Deferred Compensation Accounts are based on
the actual performance of certain specified investments, the Company is not
obligated to invest deferrals in any particular investments. If any investments
are made with deferrals, Participants shall have no right or interest in or with
respect to such investments. Specifically, Participants shall have no voting
rights with respect to any stock or securities held by the Plan. Any actual
investment in shares of ITLA Capital Corporation stock shall comply with federal
and state securities laws.

                                   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 employment with the
Company and all other related employers of the Company (as determined under
Section 414 of the Internal Revenue Code of 1986, as amended (the "Code"))
terminates for any reason including death, distribution of the amount credited
to the Participant's Deferred Compensation Account in accordance with this Plan
shall commence in accordance with one of the alternatives set forth below as
selected by the Participant. Selection of the method of distribution shall be
made at the time the Participant first elects to defer compensation under the
Plan for any given calendar year. The alternative forms of distribution shall
be:

          a) lump sum equal to the Participant's total Deferred Compensation
          Account at termination of employment; or

          b) ten equal annual installments. The amount of each such annual
          installment will be calculated based upon the amortization of the
          value of the Participant's Deferred Compensation Account balance as
          the date of his or her termination of employment at a credited
          interest rate equal to 125% of the Company's cost of funds. Interest
          credited to a Participant's Deferred Compensation Account as of the
          valuation date preceding the date of the next



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          distribution shall be added to the Participant's Deferred Compensation
          Account and distributed as a part of the next installment. The final
          installment will be the balance of the Participant's Deferred
          Compensation Account and interest credited to the Account.

Except as set forth above with respect to interest crediting, a Participant's
Deferred Compensation Account shall not be adjusted for any deemed earnings or
losses after the date of the Participant's termination of employment. If the
Participant fails to select the distribution method at the time of initial
participation in the Plan, distribution shall be made in a single lump sum
payment. The Compensation Committee of the Board of Directors of the Company
shall determine whether the distribution is made in cash or in-kind. Any
distribution of stock, including ITLA Capital Corporation Stock 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 lump sum upon a Change of Control or
terminaton of the Plan.

     3.2 Participant's Death. If a Participant should die before distribution of
the full amount of the Deferred Compensation Account described in this Plan has
been made to the Participant, any remaining amounts shall be distributed to the
Participant's Designated Beneficiary by the method designated by the Participant
in writing and delivered to the Company at the time the Participant first
elected to become a Participant in the Plan. If a Participant has no Designated
Beneficiary at the time of death, then, notwithstanding any provision herein to
the contrary, such amounts shall be distributed to such Participant's estate in
a lump sum distribution as soon as administratively feasible following such
Participant's death.

     3.3 Advance Distribution for Financial Hardship. In the event a Participant
(or the Participant's Designated Beneficiary, if such Designated Beneficiary is
currently receiving benefits under the Plan) incurs an Unforeseeable Financial
Emergency, such individual may make a written request to the Company for a
hardship withdrawal from his or her Deferred Compensation Account established
under the Plan, provided that the entire amount requested by the Participant is
not reasonably available from other resources. An "Unforeseeable Financial
Emergency" shall mean an unforeseeable, severe financial hardship to such
Participant or Designated Beneficiary resulting from a sudden and unexpected
illness or accident of the Participant or the Designated Beneficiary or a family
member of the Participant or the Designated Beneficiary, loss of property of the
Participant or the Designated Beneficiary due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant or the Designated Beneficiary. Withdrawals
of amounts because of an unforeseeable emergency are only permitted to the
extent reasonably needed to satisfy the emergency need. This Section shall be
interpreted in a manner consistent with Section 1.457-2(h)(4) and 1.457-2(h)(5)
of the Treasury Regulations. The Compensation Committee of the Board of
Directors shall determine in its sole discretion whether an advance withdrawal
shall be permitted due to an Unforeseeable Financial Emergency. The
Participant's


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Deferred Compensation Account shall be reduced by the amount of any advance
distribution for hardship.

     3.4 Change of Control. Upon a Change of Control of the Company, as defined
in Section 6.7 of the Plan, the Deferred Compensation Accounts of all
Participants shall be distributed in a lump sum 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, if, at any time, a court or the Internal Revenue Service
determines that an amount in a Participant's Deferred Compensation Account is
includable in the gross income of the Participant and subject to tax, the
Compensation Committee of the Board of Directors of the Company may, in its sole
discretion, permit a lump sum distribution of an amount equal to the amount
determined to be includable in the Participant's gross income.

     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 Internal Revenue 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, the maximum
amount 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 Section 3.6 shall be distributed to the Participant in
the next Plan Year, subject to compliance with the foregoing limitations 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, upon consultation with
legal counsel, determines that the restrictions of Code Section 162(m) do not
apply to the limit the deductibility of payments made under the Plan (or
otherwise by the Company) to the Participant.

                                   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 amount
credited to the Participant's Deferred Compensation Account below the



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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.

     4.2 Distribution on Termination. Upon termination of the Plan, the Deferred
Compensation Accounts of all Participants shall be distributed in a lump sum as
soon as practicable following the effective date of the Plan termination.

                                    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



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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 the 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 have any rights in or against any amount
credited to any Deferred Compensation Accounts under this 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 funds invested 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 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 the Participant or a
Participant's Designated Beneficiary. The Plan constitutes a mere unsecured
promise by the Company to make benefit payments 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 of the Board of Directors deems appropriate
including the authority to determine eligibility for benefits under the Plan.
The Compensation Committee of the Board of Directors shall have the duty and
responsibility of maintaining records, making the requisite calculations and
disbursing the payments hereunder. The interpretations, determinations,
regulations and calculations of the Compensation Committee of the Board of
Directors shall be final and binding on all persons and parties concerned. The
Compensation Committee of the Board of Directors may delegate any of its duties
of Plan Administration to such employees of the Company, the Trustee or other
third-parties as it deems appropriate.

     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, 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.

     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


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Designated Beneficiary currently receiving benefits, in such form as determined
by the Compensation Committee of the Board of Directors or as required by law.
The Board of Directors may delegate the duty to provide such statements to the
Trustee.

     6.5 No Enlargement of Rights. The sole rights of a Participant or
Designated Beneficiary under this 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 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 this 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.

     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 pay 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 payment shall constitute a complete discharge of any
liability of the Company and the Plan for such individual.

     6.7 Notwithstanding any provision to the contrary, in the event of a
pending Change of Control, as defined herein, Participants shall receive the
value of their Deferred Compensation Accounts in a single lump sum payment as
soon as administratively feasible following the date of the Change of Control.
The term "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 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.


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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.

     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
payment of the Participant's benefits payable under this Plan may first be made,
payment 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 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 and any other employees 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 applies. If any Board
member or any employee covered by this indemnification clause determines that
the defense provided by the Company is inadequate, that member or employee 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.

     6.11 Applicable Law. All questions pertaining to the construction, validity
and effect of the Plan shall be determined in accordance with the laws of the
United States and to the extent not preempted by such laws, by the state of
California.

     IN WITNESS WHEREOF, ITLA Capital Corporation has caused this Plan to be
executed on this 1st day of January, 1998.



By  /s/ GEORGE W. HALIGOWSKI
   ----------------------------------


On behalf of ITLA Capital Corporation


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