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                                                                   EXHIBIT 10.11

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


                                    Preamble

ITLA Capital Corporation, a Delaware business corporation and its subsidiaries,
have adopted the ITLA Capital Corporation Supplemental Executive Retirement
Plan, effective January 1, 1997, and amended as of January 28, 2000, 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

                                   DEFINITIONS

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

     1.1 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. 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


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require but do not receive the requisite government or regulatory approval to
bring the event or occurrence to fruition.

     1.2 "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.

     1.3 "Company" means ITLA Capital Corporation and any successor thereto. For
purposes of determining whether a Participant is employed by 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.

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

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

     1.6 "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).

     1.7 "ITLA Capital Corporation Stock" means the Company's designated
Recognition and Retention Plan Shares, treasury shares and publicly traded
common stock.

     1.8 "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.

     1.9 "Participant Account" or "Account" means the account held under the
Plan for each Participant pursuant to Article IV.

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

     1.11 "Plan Year" means the calendar year.

     1.12 "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.

     1.13 "Trust" means the Trust Under the ITLA Capital Corporation Rabbi Trust
Agreement.

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




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     1.15 "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.

     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
shall constitute the eligible Participants as of the Plan's effective date of
January 1, 1997, or as of the amendment date of January 28, 2000.

         -----------------

         -----------------

Once an employee becomes a Participant, he or she shall remain a Participant
until all benefits to which he or she (or his or her Designated Beneficiary) is
entitled under the Plan have been paid. To the extent George Haligowski's
Employment Agreement dated July 23, 1997, or as later amended, differs from the
terms of this Agreement, George Haligowski's Employment Agreement shall be the
controlling document.

                                   ARTICLE III

                           ELIGIBILITY FOR AND PAYMENT
                                   OF BENEFITS

     3.1 Eligibility of Benefits. Each Participant shall be eligible to receive
the vested balance of his or her Account under the Plan beginning on the earlier
of a Change of Control or the Participant's death, Disability, Retirement Date
or date of termination of employment. Except upon a Change of Control or as set
forth in Section 3.8 below, no benefits shall be payable from the Plan to a
Participant while such Participant is employed with the Company.


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     3.2 Calculation of Benefit. A Participant's benefit under the Plan will be
calculated as of the earlier of Participant's death, Disability, Retirement
Date, date of termination of employment or date of occurrence of a Change of
Control. The benefit payable to a Participant will be equal to the fair market
value of the vested ITLA Capital Corporation Stock credited to the Participant's
Account as of the time of such calculation of benefit.

     3.3 Incidents of Ownership. Notwithstanding the above, a Participant shall
have no incidents of ownership with respect to the ITLA Capital Corporation
Stock held under the Plan. A Participant shall not have any right to vote shares
of ITLA Capital Corporation Stock credited to the Participant's Account under
the Plan.

     3.4 Form of Payment. A Participant's vested benefit calculated pursuant to
Section 3.2 and payable pursuant to Section 3.1 shall be paid at the
Participant's election in a lump sum in the form of cash or awarded ITLA Capital
Corporation Stock. If a Participant elects payment in cash, the Participant may,
subject to the restrictions below, elect to receive payment in the form of ten
equal annual installments in lieu of a lump sum payment. The amount of such
annual installments will be calculated based upon the amortization of the value
of the Participant's Account as of the time of the calculation of benefit under
Section 3.2 at a credited interest rate equal to 125% of the Company's cost of
funds. Interest credited to a Participant's Account during a Plan Year shall be
distributed as part of the next year's installment. The final installment shall
include the balance of the Participant's Account. The election of the form of
distribution shall be made no later than the end of the first Vesting Cycle
after the Participant commences participation in the Plan. In the event the
Participant fails to make a timely election as to the method of distribution,
the method of distribution shall be determined by the Compensation Committee of
the Board of Directors of the Company in its sole discretion. Notwithstanding
any election of the Participant and notwithstanding that installment
distributions may have already commenced, distribution of the Participant's
benefit (or remaining benefit) shall be made in a single lump sum payment in the
event of a Change of Control or termination of the Plan. All distributions under
the Plan shall be less applicable tax and other required or authorized
withholdings. All distributions of ITLA Capital Corporation Stock shall comply
with federal and state securities laws.

     3.5 Termination of Employment. If a Participant's employment with the
Company is terminated other than as a result of death or Disability or after
attainment of Retirement Date, the Participant shall be entitled to receive only
the vested portion of the Participant's Account as of the date of termination.
If the Participant is not vested in any portion of the Account, the Participant
shall not have any right to any benefit from the Plan.

     3.6 Participant's Death. If a Participant dies while employed by the
Company and prior to receiving the benefits to which the Participant is entitled
to under the Plan, the Participant's Designated Beneficiary shall receive the
benefits the Participant would otherwise receive under the Plan. If a
Participant survives his or her Designated Beneficiary or the Participant fails
to name a Designated Beneficiary prior to receipt of the entire distribution to
which the Participant is entitled hereunder, then all of the distribution to
which the Participant is



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entitled under the Plan and which has not been distributed to such Participant
at the date of death shall be payable to the Participant's estate.

     3.7 Commencement of Benefit. A Participant's benefit payable on account of
the occurrence of a Change of Control or the Participant's death, Disability,
Retirement Date or termination of employment shall be payable commencing on the
first day of the calendar month next following the occurrence of the event
giving rise to the payment.

     3.8 Advance Distribution for Financial Hardship. With the consent of the
Compensation Committee of the Board of Directors, a Participant may withdraw up
to one hundred percent (100%) of the vested amount credited to his or her
Account 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 vested 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 3.8 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.

     3.9 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 benefits were distributed in accordance with the
other provisions of Article III, the maximum amount which may be distributed
from the Participant's Account 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
Internal Revenue 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 3.9 shall be distributed to the Participant in the next Plan Year,
subject to compliance with the foregoing limitation set forth in this Section
3.9. The provisions of this Section 3.9 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 limit
the deductibility of payments made under the Plan (or otherwise by the Company)
to the Participant.

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                                   ARTICLE IV

                       ALLOCATION AND FUNDING OF BENEFITS

     4.1 Allocation of Benefits. Benefits under the Plan are allocated to a
Participant's Account on an annual basis on or within ninety (90) days of the
last day of the Plan Year. In order to receive an Allocation of Benefits, a
Participant must be employed by the Company as of the last day of the Plan Year.
The amount of ITLA Capital Corporation Stock allocated to a Participant's
Account pursuant to this Section 4.1 and Section 4.2 shall be determined using
the fair market value of the ITLA Capital Corporation 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 award of sufficient shares of ITLA Capital Corporation Stock to fund
the annual allocation:

          o    For George Haligowski, the annual amount shall be equal to
               33 1/3% of his Earnings for the Plan Year.

          o    For all other Participants, the annual amount shall be equal to
               20% of each such Participant's Earnings for the Plan Year.

Notwithstanding the preceding sentences, the Compensation Committee of the Board
of Directors 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 amount of benefits allocated under the Plan exceed the issued
Recognition and Retention Plan shares of ITLA Capital Corporation Stock.

     4.3 Contribution to Trust. The Company shall contribute shares of ITLA
Capital Corporation 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 approves such funding. The contributed shares shall come from the
issued Recognition and Retention Plan shares of ITLA Capital Corporation Stock
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 Company's Compensation Committee
of the Board of Directors.

The number of shares of ITLA Capital Corporation Stock allocated to each
Participant's Account under the Plan for Plan Year 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 the ITLA Capital Corporation Stock
on October 8, 1999, of nine dollars ($9.00) a share. If the



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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.

     4.4 Benefits Upon Change of Control. In the event of a pending Change of
Control as defined in Section 1.1, the Company shall immediately credit the
Account of each Participant in the employ of the Company at the date of the
Change of Control (or who has been terminated involuntarily by action of the
Company within the three months preceding the Change of Control, unless such
termination is for cause as defined in the Company's Change of Control Severance
Agreements) as follows:

          o    For George Haligowski, the Company shall credit his Account with
               a number of shares of ITLA Capital Corporation Stock, based upon
               the fair market value of such stock on the date of the Change of
               Control such that the additional shares in total value equal 3.95
               times his Earnings for the prior Plan Year.

          o    For all other Participants, the Company shall credit each such
               Participant's Account with a number of shares of ITLA Capital
               Corporation Stock, based upon the fair market value of such stock
               on the date of the Change of Control such that the additional
               shares in total value equal 60% of the Participant's Earnings for
               the prior Plan Year.

The contribution and allocation of shares under this Section 4.4 is subject to
and expressly conditioned upon the occurrence of the Change of Control and is
subject to the limitations of Section 4.5 below.

     4.5 Funding Benefits Upon Change of Control. All benefits payable because
of a Change of Control shall be funded by the Company immediately contributing
the necessary shares to the Participants' Accounts. If the available Recognition
and Retention Plan Shares, as described in Section 4.3, are insufficient to fund
the benefits payable upon a Change of Control, such benefits shall be reduced
for each Participant on a pro rata basis.

     4.6 Vesting. A Participant shall only have a vested right to amounts
allocated to his or her Account for a Vesting Cycle 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 amounts
credited to his or her Accounts in the event of a Change of Control or
termination of employment due to death, Disability or after Retirement Date. A
Participant employed by the Company on the date of termination of the Plan shall
also be 100% vested upon Plan termination.

     4.7 Forfeiture. In the event a Participant leaves the employ of the Company
prior to the end of a Vesting Cycle for reasons other than death, Disability or
after Retirement Date, all amounts contributed to the Trust on the Participant's
behalf for that Vesting Cycle shall be forfeited. The forfeited amounts shall be
retained in the Trust and used to reduce future funding described in Section 4.3
above.



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                                    ARTICLE V

                            AMENDMENT AND TERMINATION

     5.1 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 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, the Accounts of all Participants shall become fully vested and all
Accounts shall be distributed is a single lump sum to Participants, regardless
of the distribution elections made by the Participants.

                                   ARTICLE VI

                                 ADMINISTRATION

     6.1 Termination of Benefits. Notwithstanding any other provision of the
Plan, rights to payment of a benefit hereunder to a Participant or his or her
Designated Beneficiary will, at the discretion of the Compensation Committee of
Board of Directors, be terminated, and the Company will have no further
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.

     6.2 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 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 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. 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 payments 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


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person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.

     6.3 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 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 may delegate any of its duties to the Trustee, to an
employee or employees of the Company or other persons as it deems appropriate.

     6.4 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.

     6.5 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 or as required by the law.

     6.6 No Enlargement of Rights. The sole rights of a Participant or his or
her 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 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.

     6.7 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 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



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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.

     6.8 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 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, 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.

     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 Section 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 the extent not preempted by such laws, by the laws of the
State of California.

                                   ARTICLE VII

                                CLAIMS PROCEDURE

     7.1 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


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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 VII.

IN WITNESS WHEREOF, ITLA Capital Corporation has caused this Plan to be executed
on this 28th day of January, 2000.



By /s/ GEORGE W. HALIGOWSKI
  --------------------------------------
George W. Haligowski
On behalf of ITLA Capital Corporation



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