Exhibit 10.9

IMPAC FUNDING CORPORATION  2006 AMENDED AND RESTATED  DEFERRED COMPENSATION PLAN

ARTICLE I        INTRODUCTION

1.1Purpose.The purpose of this Plan is to enable the Sponsor and Affiliated Companies to provide a
competitive tax-deferred capital accumulation vehicle in order
to attract and retain key management.

1.2Effective Date and Term.This Plan is effective as of February 1, 2000 (the "Effective
Date"), unless otherwise expressly provided herein. This amendment and restatement of the
Plan is effective as of January 1, 2005.

1.3Participation.Participation in this Plan is open only to employees of the Sponsor or any
Affiliated Company who meet the requirements specified in Section 4.1 of the
Plan and who are selected for participation in the Plan by the Committee. Participation in this Plan by any such employees, and the payment of any benefits under this Plan to any such employee, shall
be governed by the terms of this Plan and by the terms of the Participation Agreement entered into with respect to this Plan by the Company and such employee pursuant to Section 1.4 hereof.

1.4Participation Agreement.As a condition to the commencement of participation in this Plan, each
employee approved for participation must enter into an agreement covering such employee's
participation (a "Participation Agreement") which agreement shall be executed by the Sponsor and such employee and, if such employee is employed by an Affiliated Company, such Affiliated Company. Each
Participation Agreement shall include such terms and conditions related to the employee's participation in the Plan as the Committee may deem appropriate.

1.5Applicability of ERISA.This Plan is intended to be a "top-hat" planthat is, an unfunded
plan maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees within the meaning of ERISA. As such, the Plan is exempt from the participation and vesting requirements of Part 2
of Title I of ERISA, the funding requirements of Part 3 of Title I of ERISA, and the fiduciary responsibility provisions of Part 4 of Title I of ERISA.

ARTICLE II        DEFINITIONS

2.1Account."Account" shall mean one of the separate Accounts maintained by the Committee pursuant to the
provisions of Section 5.1.

2.2Active Participant."Active Participant" shall mean a Participant whose participation in this Plan
has been approved pursuant to the provisions of Section 1.3, who has entered
into a Participation Agreement pursuant to the provisions of Section 1.4, and whose active participation in the Plan has not been terminated pursuant to the provisions of Section 3.5.

2.3Affiliated Company."Affiliated Company" shall mean any of the following affiliates of the
Sponsor which the Board expressly designates as having the status of an Affiliated Company
for purpose of this Plan: (a) any corporation which is included in a controlled group of corporations, within the meaning of Section 414(b) of the Code, of which controlled group
the Sponsor is also a member; (b) any trade or business which is under common control with the Sponsor within the meaning of Section 414(c) of the Code; (c) any service
organization that is included in an affiliated service group, within the meaning of Section 414(m) of the Code, of which affiliated service group the Sponsor is also a member; (d) any
other entity required to be aggregated with the Sponsor pursuant to

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regulations
promulgated under Section 414(o) of the Code and (e) any other entity or entities which are designated by the Board as Affiliates as listed on Exhibit A hereto and
which adopt this Plan.

2.4Beneficiary."Beneficiary" shall mean, with respect to any Participant, the person or persons
and/or entity or entities designated or deemed designated by the Participant
pursuant to Section 12.1 hereof to receive such Participant's Distributable Benefit payable under the Plan following such Participant's death.

2.5Board; Board of Directors."Board" and "Board of Directors" shall mean the board of directors
of the Sponsor.

2.6Bonuses."Bonuses" shall mean bonus compensation which a Participant is entitled to receive from
the Company, including but not limited to bonus compensation based on the
performance of Sponsor and certain affiliates of Sponsor, such as bonuses to which a Participant may be entitled under an incentive plan. Bonuses shall not include any amounts not currently includible
in such Participant's gross income by reason of Code Section 402(e)(3) and/or Code Section 125. Effective as of July 1, 2003, Bonuses shall include "Dividend Equivalency
Rights" actually paid during the Plan Year, which are amounts paid in the form of cash pursuant to certain Participants' employment contracts.

2.7Bonus Deferrals."Bonus Deferrals" shall mean Bonuses deferred at the election of the Participant
pursuant to a Compensation Deferral Agreement under the provisions of
Article IV.

2.8Code."Code" shall mean the Internal Revenue Code of 1986, as amended.

2.9Commissions."Commissions" shall mean fees paid to salespersons as compensation for their
services as specified by the Company on its payroll records, provided that a
substantial portion of the services provided consist of the direct sale of a product or service to the Company's customers, the compensation consists of either a portion of the purchase price or an
amount calculated solely by reference to the volume of sales, and payment of the compensation is contingent on the employer receiving payment from an unrelated customer for the product or services.
Commissions shall not include any amounts not currently includible in such Participant's gross income by reason of Code Section 402(e)(3) and/or Code Section 125. Commissions are
deemed earned by the Participant in the Participant's taxable year in which the customer remits payment (upon which the commission is derived) to the Company.

2.10Commission Deferrals."Commission Deferrals" shall mean Commissions deferred at the election of
the Participant pursuant to a Compensation Deferral Agreement under the provisions of
Article IV.

2.11Committee."Committee" shall mean, as of any date of reference, the committee, if any, then
authorized and appointed to administer this Plan as set forth in
Section 3.1 hereof.

2.12Company."Company" shall mean the Sponsor or an Affiliated Company. A reference to the term
"Company" shall be deemed to be (a) a reference to the Sponsor with
respect to Participants who are employees of the Sponsor and (b) a reference to an Affiliated Company with respect to Participants who are employees of such Affiliated Company.

2.13Compensation."Compensation" shall mean the aggregate of Salary, and Bonuses and Commissions,
including any amounts not currently includible in such Participant's taxable
income by reason of Code Section 402 or Code Section 125. Compensation that is attributable to services performed during the final payroll period of a Participant's taxable year that is
paid in the subsequent taxable year is deemed to have been earned in the subsequent taxable year.

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2.14Compensation Deferrals."Compensation Deferrals" shall mean the Compensation amounts deferred at
the election of the Participant pursuant to a Compensation Deferral Agreement under the
provisions of Article IV (including Bonus Deferrals, Salary Deferral and Commission Deferrals).

2.15Compensation Deferral Agreement."Compensation Deferral Agreement" shall mean the agreement
entered into by a Participant to defer Compensation pursuant to the provisions of Sections 4.2.

2.16Disability."Disability" is deemed to exist, with respect to a Participant, if and when, as a
result of injury or sickness, the Participant is determined by the Social
Security Administration to be totally disabled and qualifies for disability benefits under the Social Security Act as in effect on the date the Participant suffers the Disability.

2.17Distributable Benefit."Distributable Benefit" shall mean the vested interest of a Participant
in his or her Account, which is determined and distributable to the Participant in
accordance with the provisions of Articles V, VI, VIII and XI.

2.18Early Retirement."Early Retirement" shall mean retirement from service for the Sponsor and all
Affiliates on or after the date that the sum of the Participant's age plus Years of
Service equals or exceeds 65.

2.19Effective Date."Effective Date" shall mean February 1, 2000 and, as to this 2006 Amendment
and Restatement, the effective date shall be January 1, 2005. Except as
otherwise provided below, the provisions of this amendment and restatement shall apply only to benefits and contributions which accrued on or after December 31, 2004 and applicable earnings
thereon. Except as other provided below, amounts which had accrued and were vested on December 31, 2004 shall be subject only to the provisions of the Plan which were in effect on
October 1, 2004.

2.20ERISA."ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

2.21Investment."Investment" shall mean the one or more funds under one or more variable life
insurance contracts or one or more mutual funds (or any other investment) deemed
suitable by the Committee for purposes of determining the investment experience adjustments that shall be made to a Participant's Account pursuant to the provisions of Section 5.4.

2.22Normal Retirement."Normal Retirement" shall mean retirement from service for the Sponsor and
all Affiliates on or after the date that the Participant attains age 65.

2.23Participant."Participant" shall mean any employee of the Company who is selected and approved
for participation in this Plan as provided in Section 1.3 hereof and who
has executed a Participation Agreement as required under Section 1.4 hereof.

2.24Plan Year."Plan Year" shall mean January 1 through December 31, provided, however,
that the initial Plan Year shall be the period from February 1, 2000
until December 31, 2000.

2.25Salary."Salary" shall mean, with respect to any Participant, the base salary which such
Participant is entitled to receive from the Company, excluding any amounts not
currently includible in such Participant's gross income by reason of Code Section 402(e)(3) and/or Code Section 125. Salary shall not include any Bonuses or Commissions which a
Participant is entitled to receive from the Company.

2.26Salary Deferrals."Salary Deferrals" shall mean Salary amounts deferred at the election of the
Participant pursuant to a Compensation Deferral Agreement under the provisions of
Article IV.

2.27Section 409A."Section 409A" shall mean Section 409A of the Code, as the same may
be amended from time to time, and any successor statute thereto. References to
Section 409A or any

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requirement
under Section 409A, as the same may be interpreted, construed or applied to this Plan at any particular time, shall be deemed to mean and include, to the extent then applicable and
then in force and effect (but not to the extent overruled, limited or superseded), published guidance, regulations, notices, rulings and similar announcements issued by the Internal Revenue Service or
by the Secretary of the Treasury under or interpreting Section 409A, decisions by any court of competent jurisdiction involving a Participant or a beneficiary and any closing agreement made
under section 7121 of the Code that is approved by the Internal Revenue Service and involves a Participant, all as determined by the Committee in good faith, which determination may (but shall
not be required to) be made in reliance on the advice of such tax counsel or other tax professional(s) with whom the Committee from time to time may elect to consult with respect to any such matter.

2.28Sponsor."Sponsor" shall Impac Funding Corporation, a California corporation.

2.29Termination."Termination" shall mean the voluntary or involuntary termination of a
Participant's employment with the Sponsor and all Affiliated Companies for any reason
(including Disability or death). A leave of absence shall not constitute a termination unless (i) the period of the leave exceeds 6 months and (ii) the Participant has no
continued right to employment (either by contract or by operation of law).

2.30Valuation Date."Valuation Date" shall mean the last of each calendar quarter which is also a
business day, as of which the fair market value of Participants' Accounts shall be
determined.

2.31Year of Service."Year of Service" shall mean any completed 12 month Period of Service
including periods prior to the Effective Date. A Period of Service begins on the date
an employee first performs an hour of service and ends on the date his or her employment ends. Employment ends on the date that the employee quits, retires, is discharged, dies or (if earlier) the
first anniversary of his or her absence for any other reason. Any Period of Service less than 12 months shall be disregarded.

ARTICLE III        ADMINISTRATION OF THE PLAN

3.1Administration By Committee.This Plan shall be administered by a committee composed of at least
four (4) individuals appointed from time to time by the Board (the "Committee");
provided, however, that if the Board does not appoint a committee, the Board shall constitute the Committee. Any member of the Board or the Committee may be a Participant in this Plan, provided,
however, that any action to be taken by the Board or Committee solely with respect to the particular interest in this Plan of a Board or Committee member who is also a Participant in this Plan shall
be taken by the remaining members of the Board or Committee. Notwithstanding the foregoing, in the event of a Change in Control of the Sponsor, the members of the Committee shall be elected pursuant
to a majority vote of the Participants. Each Participant shall have one vote in any such election, regardless of the value of their Accounts. An election to appoint new Committee members following a
Change in Control of the Sponsor shall be held by the Committee within 60 days of the date of such Change in Control pursuant to procedures established by the Committee. At a minimum, such
procedures shall provide that Participants shall have the right to submit written nominations of one or more persons to serve on the new Committee and all Participants shall be provided with written
notice of any such election at their last known residence at least 30 days before the date of the election.

3.2Board and Committee Authority; Rules and Regulations.The Committee shall have discretionary
authority to (a) make, amend, interpret and enforce all appropriate rules and regulations for the administration of
the Plan, and (b) decide or resolve, in its discretion, any and all questions, including interpretations of the Plan, as may arise in connection with the Plan. The Committee shall have
authority to take or approve, in its discretion, all such actions in relation to the Plan (including, without limitation, actions described in the preceding sentence) as may be taken or approved by
the

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Board;
provided, however, that, except as provided in Section 8.2, the Committee shall have no authority to (a) amend, suspend or terminate the Plan or (b) to designate or remove
a Company from the list of Affiliates authorized to participate in the Plan. Notwithstanding the foregoing, but subject to the provisions of Section 8.2, the Board may, by written notice to the
Committee, withdraw all or any part of the Committee's authority at any time, in which case such withdrawn authority shall immediately revest in the Board. The decision or action of the Committee in
respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final,
conclusive and binding upon all persons having any interest in the Plan.

3.3Appointment of Agents.In the administration of the Plan, the Board and/or the Committee may from
the to time employ agents (which may include officers and/or employees of the Sponsor
or any Affiliated Company) and delegate to them such administrative duties as it sees fit and may from time to time consult with counsel who may be counsel to the Sponsor or any Affiliated Company.

3.4Reports.Within a reasonable amount of time following each calendar quarter, the Committee shall
cause to be given to each Participant a statement showing the dollar
amount of his or her Account under the Plan as of the end of such calendar quarter.

3.5Termination of Active Participation.In the event that the Committee determines that a
Participant's employment performance is no longer at a level which merits continued active participation in the
Plan, the Committee may terminate such Participant's active participation in the Plan (without necessarily terminating such Participant's employment) as of the date specified by the Committee. After
the effective date of a Participant's termination of active participation in the Plan, such Participant shall not be eligible to make Compensation Deferrals under the Plan nor shall such Participant
be entitled to have credited to his or her Account Compensation Deferrals pursuant to the provisions of Section 5.2; nevertheless, such a Participant shall be entitled to have his or her
Account adjusted as provided in Section 5.3 hereof.

3.6Leave of Absence.In the event the Participant takes a leave of absence from active employment
with the Sponsor and all Affiliated Companies, the Committee shall determine, in its
discretion, whether such leave of absence shall be deemed to constitute, a Termination for purposes of the Plan.

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ARTICLE IV        COMPENSATION DEFERRALS  AND COMPANY CONTRIBUTIONS

4.1Eligibility to Make Compensation Deferrals.Subject to the limitations of this Article IV, each
employee who, as of the last day of the Plan Year immediately preceding the Plan Year for which an
eligibility determination is being made (the "Determination Date"), is expected to meet at least one of the following requirements in the following Plan Year, shall be eligible to enter into a
Compensation Deferral Agreement to make Compensation Deferrals and become a Participant, effective as of first day of the following Plan Year, (or for new employees, and only in their first year of
employment, effective as of the first day of the month following such employee's completion of one month of employment with the Company):



4.2Election to Make Compensation Deferrals.



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4.3Continuing Participation.Once an employee becomes eligible to participate in the Plan, the
employee shall continue to be eligible to participate in the Plan until eligibility for
participation is terminated as provided in Section 3.5.

4.4No Deferrals After a Termination.No Compensation Deferrals shall be made after a Participant
terminates employment with the Company.

4.5Spousal Consent.Compensation Deferrals under this Article IV shall not be subject to the
consent of the Participant's spouse, if any.

4.6Withholding.For each Plan Year in which a Participant elects to make a Deferral, the
Participant's employer shall ratably withhold, from that portion of the Participant's
wages, salary, bonus or other compensation that is not being deferred, the Participant's share of taxes under the Federal Insurance Contributions Act and the Federal Unemployment Tax Act ("FICA/FUTA
Taxes") and any other taxes on deferred amounts which may be required or appropriate. If necessary, the Committee shall reduce the Deferral amount in order to comply with this paragraph. In addition,
as Account balances become vested, to the extent that such amounts are subject to FICA/FUTA Taxes or any other taxes, the Participant's employer shall withhold from the Participant's wages, salary,
bonus or other compensation for the year in which such vesting occurs the Participant's share of FlCA/FUTA taxes and such other taxes on the amounts that have vested in such year, all to the extent
necessary and appropriate to satisfy such tax obligations. If necessary, the Committee shall reduce the Deferral amount for the year in which FICA/FUTA or other taxes must be paid in order to comply
with this paragraph.

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4.7Company Contributions.Each participating Company may, in its sole discretion, make a Company
Contribution to the Plan in such amount as the Company, in its sole discretion determines.
Company Contributions shall be allocated among the Accounts of Participants as specified by each Company in its sole discretion.

4.8Special Provisions for 2000 Salary Deferrals.Notwithstanding the requirement of Section 4.2
that elections to defer Compensation must be made before the first day of the Plan Year, Participants shall
be permitted to make Compensation Deferrals for the period beginning on February 1, 2000 and continuing through December 31, 2000 (the "2000 Deferral Period") pursuant to this
Section 4.8. A Compensation Deferral Agreement under this Section 4.8 shall not be effective unless it is executed by the Participant and returned to the Committee before
January 25, 2000. A Participant's election to make Compensation Deferrals for the 2000 Deferral Period shall be irrevocable after January 25, 2000.

ARTICLE V        ACCOUNTS; VALUATION OF ACCOUNTS; VESTING

5.1Separate Accounts for Participants.The Committee shall have the responsibility to keep separate
Accounts for each Participant in accordance with the provisions of this Article V reflecting
amounts credited to the Participant under the Plan (subject to the restrictions set forth in Section 9.1 below). Each Participant's Account shall represent a book reserve in the name of the
Participant.

5.2Crediting of Compensation Deferrals to Participants' Accounts.All Compensation Deferrals and all
Company Contributions and all deemed earnings thereon made for a particular year shall be credited to separate Accounts (the
"Compensation Deferral Account" and the "Company Contribution Account") for each Participant by whom such deferrals are made. All amounts which were vested as of December 31, 2004 and all
deemed earnings thereon shall be allocated to separate sub-accounts (the "Grandfathered Compensation Deferral Account" and the "Grandfathered Company Contribution Account").

5.3Adjustments for Investment Experience.Each Participant's Account(s) shall be adjusted as of each
Valuation Date. The adjustments made shall be those adjustments reflecting income, gains and losses
that would have been made to the Participant's Account(s) had the dollar value of the Account been invested in the Investments selected by the Participant pursuant to the provisions of
Section 5.4.

5.4Designation of Investments.For purposes of determining the adjustments for investment experience
set forth in Section 5.3 above, the dollar value of each Participant's Account(s)
shall be deemed to be invested in accordance with the Participant's investment designation in one or more Investments established by the Committee pursuant to rules established by the Committee. The
Committee may, at its discretion, establish alternative Investments or eliminate any previously established Investments at any time and from time to time. In accordance with rules established by the
Committee, each Participant may elect the Investment in which his or her Account is deemed invested.

5.5Valuation of Accounts.A Participant's Account(s) under the Plan shall be valued by the Committee
as of each Valuation Date. A Participant's Account(s) shall be calculated by starting
with the balance of the Account as of the prior Valuation Date (assuming a $0 balance for the initial Valuation Date) and by (a) adding to the Participant's Account those amounts, if any,
credited to the Account of such Participant under Section 5.2 above since the last Valuation date, (b) making the adjustments to such Participant's Account set forth in
Section 5.3 above since the last Valuation Date, and (c) subtracting the aggregate amount of distributions or withdrawals made since the last Valuation Date to or with respect to such
Participant.

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5.6Vesting of Accounts.Participant Accounts shall vest in accordance with the following provisions:



Years of Participation

Vested PercentageLess than 3

0
%3 or more

100
%




5.7Forfeitures.Any amounts not vested at the time of a Participant's Termination or upon termination
of the Plan as provided in Section 8.1 shall be forfeited.

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ARTICLE VI        BENEFITS

6.1Eligibility.Any Participant who incurs any Termination shall receive his or her Distributable Benefit
in an amount equal to the vested balance of the Participant's Accounts
as of the Valuation Date immediately following such Termination. Except as otherwise provided in Article XI hereof, a Participant's Distributable Benefit shall be paid at the times and in the
amounts specified in this Article VI. A Participant's Distributable Benefit shall be paid (or commenced to be paid) within 30 days after the Valuation Date following such Termination (and such
30 day period shall be extended, in the case of Disability, by such reasonable period of time as the Committee may require to confirm the existence of such Disability) or as soon as practicable
thereafter.

6.2Form of Plan Benefit.Any Participant or Beneficiary who is entitled to receive his or her
Distributable Benefit shall receive such Benefit in the form of a lump sum payment unless
(a) the value of the Participant's Accounts exceeds $100,000 in the aggregate, and (b) the Participant elects in accordance with the provisions of Section 6.3 to have his or her
Distributable Benefit paid in substantially equal annual payments payable over fifteen (15) years. In the event a Participant elects to have his or her Distributable Benefit paid in
substantially equal annual payments, the investment experience adjustments set forth in Section 5.3 shall continue to be made to the Participant's Account until the final payment is made to the
Participant, reducing his or her Account balance to zero.

6.3Election of Form of Benefit.A Participant shall elect the form in which his or her Distributable
Benefit will be paid in the event the Participant's Benefit exceeds $100,000 and the
Participant has experienced a Termination on account of Early Retirement, Normal Retirement, or Disability in his or her Participation Agreements. Except to the extent that the Participant executes a
new Participation Agreement (which shall be applicable only to amounts deferred in the calendar year following the year in which such new Participation Agreement is entered into), qualifies for a
Hardship Withdrawal as provided in Section 6.4 or elects to further defer a distribution as provided in Section 6.9 of the Plan, the Participant's election as to the timing and form of
distribution that is made on the Participant's Participation Agreement shall apply to all subsequent Compensation Deferrals (other than elections to receive Short-Term Payouts, as provided
in Section 6.5 of the Plan, which shall apply only to the amounts specifically provided for in a Participant's Participation Agreement) and shall be irrevocable once made.

6.4Hardship Withdrawals.A Participant may withdraw from his or her Compensation Deferral Account or
Grandfathered Compensation Deferral Account any Participant Deferrals previously made,
but only if the Committee determines that the Participant has an unforeseeable emergency and that a withdrawal is reasonably necessary in order to satisfy the emergency need.



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6.5Short Term Pay-Outs.A Participant may designate in advance on his or her Compensation Deferral
Agreement the time and amount of one or more withdrawals of Compensation Deferrals
(plus, for elections made on or after July 1, 2003, any investment earnings thereon, if so elected) from his or her Account, subject to the following rules: (a) A Participant may
designate a time for withdrawal not earlier than two years after the year that Compensation was deferred under such Compensation Deferral Agreement which otherwise would have been paid absent the
deferral election (such amount to be designated as payable after 2, 3, 5 or 10 years); and (b) such election shall be irrevocable. Notwithstanding a Participant's election to receive a
Short Term Pay-Out in a particular dollar amount, the maximum amount payable as a Short Term Pay-Out shall be limited to the lesser of (a) the account balance of the
Participant's Compensation Deferrals Account and Grandfathered Compensation Deferrals Account or (b) the dollar value of the Compensation Deferrals with respect to the Plan Year for which the
Deferral was elected, each determined as of the Valuation Date preceding the payment of such Short Term Pay-Out.

6.6Disputes.In the event of a dispute between a Participant and the Company concerning the amount
of the Participant's Distributable Benefit, the claims procedures and
mandatory arbitration provisions of Article VII shall apply.

6.7Lump Sum Payment of Withdrawals.All Short Term Pay-Outs shall be paid to Participants as soon as
reasonably practicable following the approval by the Committee of a properly
completed withdrawal request. All Short Term Pay-Outs shall be made in a single lump sum payment in cash.

6.8Termination of Plan.Upon a termination of the Plan pursuant to Section 8.1 or
Section 8.2, all Distributable Benefits shall be paid to Participants (including
Participants receiving installment payments), in the form and at the times provided in this Plan. Except in the case of a Change in Control, a complete termination of all defined contribution
non-qualified deferred compensation plans or the dissolution or bankruptcy of the Company (all as provided in Treasury Regulations under Code Section 409A), payments may not be
accelerated upon termination of the Plan. Payments accelerated due to termination of the Plan on account of a Change in Control must be made within the period that begins 30 days before and
ends 12 months following the date of the Change in Control.

6.9Subsequent Elections.Participants may elect to change the date or form of a payment previously
elected provided that (i) such election will not take effect until at least
12 months after the

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date
on which the election is made, (ii) the first payment with respect to which such election is made must be at least 5 years from the date the payment otherwise would have been made
and (iii) any election related to a payment to be made at a specified time must be made at least 12 months prior to the date of the first scheduled payment. For purposes of the
foregoing, to the extent permitted under Section 409A of the Code and the regulations thereunder, any distribution payment that a Participant elects to receive in a series of equal
installments, rather than in a lump sum payment, shall be treated as a single payment as of the date of the first payment in such series. This provision shall not apply to amounts allocated to a
Participant's Grandfathered Compensation Deferral Account. Such amounts remain subject to the provisions of the Plan as in effect on October 1, 2004.

6.10Acceleration of Payments.Except as provided in paragraph 6.8 and paragraphs (a)
through (e) of this Section 6.10, the Plan does not permit the acceleration of the
time or schedule of any payment under the Plan:



6.11Payments to Key Employees.If the Company's stock is publicly traded on an established
securities market or otherwise, benefit payments that are payable to a Participant who is a Key
Employee on account of separation from service shall be delayed for a period of 6 months. For purposes of this paragraph, a Participant shall be considered a Key Employee for the
12 month period that begins on April 1 and ends on March 31 of each year, provided that the Participant was considered to be a Key Employee (as defined in Section 416(i) of
the Code), as of the immediately preceding December 31, based on the 12 month period ending on such December 31. In the event that

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the
Participant is receiving or entitled to receive a distribution in the form of installment payments, such amounts shall be accumulated and then paid at the expiration of the six-month
period.

6.12Delay of Payments by Company.Notwithstanding anything to the contrary, in accordance with
Treasury Regulations under Section 409A of the Code, the Company shall delay payments or
temporarily cease distributions to the extent that such payments would reasonably be expected to (a) not be deductible to the Company under the limitations imposed by Section 162(m) of
the Code; (b) violate any securities or other applicable law; (c) violate any covenant or condition of another agreement of the Company, such as a loan condition or covenant; or
(d) as otherwise provided in Treasury Regulations under Section 409A of the Code. Any such delay shall be permissible only to the minimum extent required and such payments shall resume
as of the date specified in the regulations.

ARTICLE VII        APPLICATION FOR BENEFITS

7.1Initial Application.In order for a Participant to receive or commence receiving his or her
Distributable Benefit, such Participant (or, in the case of a Participant who incurs a
Termination by reason of death, the Participant's Beneficiary) must file a written application for such Plan benefit (an "Initial Application for Benefits") with the Committee. The Initial
Application for Benefits shall contain at least the following information:



Notwithstanding
the foregoing, if the Committee determines, based on such evidence as it deems appropriate, that a Participant has incurred Termination (or that the Plan has been terminated) and that
such Participant (or other person claiming benefits with respect to such Participant) would be entitled, but for the failure to file an application for benefits, to commence receiving benefit payments
under this Plan, then the Committee may, in its discretion, deem an application for such benefits to have been filed.

7.2Action on Applications.At such time as the Committee receives any Initial Application for
Benefits (hereinafter shall be referred to as a "Claim," and the person filing any Claim shall
be referred to hereinafter as a "Claimant"), the Committee shall review the Claim, together with other pertinent information (including any additional information the Committee may reasonably request
from the Claimant), and shall allow or deny the Claim. The Committee shall provide written notice to the Claimant of the Committee's decision to allow or deny the Claim (a "Notice or Action on Claim")
within 60 days after the Committee receives the Claim. If the Claim is denied, the Notice of Action on Claim shall include the following information:



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7.4Review Procedure.



7.5Mandatory Arbitration.Following exhaustion of all administrative remedies as described in
Sections 7.1-7.4, above, in the event of any unresolved dispute under the
provisions of this Plan, such dispute shall be submitted to arbitration in accordance with the provisions of Section 12.12 of the Plan.

7.6Claims By Representative.In the event that any person who is entitled (or required) to
file a Claim under this Article VII is deceased or is mentally or physically
incapacitated in a manner that prevents such person from filing such Claim, then such Claim may be filed by another person on behalf of such Claimant, subject to such other person's providing to the
Committee or Committee, as applicable, reasonable verification of such other person's authorization to act on the Claimant's behalf.

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ARTICLE VIII        CHANGES TO THE PLAN

8.1Termination, Suspension or Amendment of Plan by Board.Subject to the provisions of Section 8.2 and
Code Section 409A, the Board may, in its sole discretion, terminate or suspend this Plan at any time or
from time to time, in whole or in part, and, except as otherwise provided by the Board, no further Compensation Deferrals or Company Contributions shall be credited to Participants' Accounts as of the
date of such termination or suspension. Subject to the provisions of Section 8.3, the Board may amend this Plan at any time or from time to time, and any amendment may provide benefits
different in kind and/or amount from those herein set forth. Notwithstanding the foregoing, in the case of any termination, suspension or amendment of this Plan, such termination, suspension or
amendment shall not adversely affect (a) the Account balance of any such Participant as of the effective date of such termination, suspension or amendment, (b) the Participant's right to
the investment experience adjustments after any suspension or amendment pursuant to the provisions of Section 5.3, (c) the Participant's right to investment experience adjustments after
termination of the Plan, up to and including the effective date of such termination, pursuant to the provisions of Section 5.3, or (d) the right or ability of any such Participant (and,
if applicable, such Participant's Beneficiary) to receive his or her vested Distributable Benefit in accordance with the terms of this Plan as in effect immediately prior to such termination,
suspension or amendment. Any termination, suspension or amendment of this Plan by the Board shall be binding on each Affiliated Company, without further action by any such Affiliated Company.

8.2Termination of Plan Upon a Change in Control.Notwithstanding the provisions of Section 8.1
of the Plan, upon the occurrence of a Change in Control, the Committee may, in its sole discretion, elect to
terminate all or a portion of this Plan, in which case no further Compensation Deferrals or Company Contributions shall be credited to Participants' Accounts as of the date of such termination and
benefits shall be paid out as soon as practicable thereafter as provided in Section 6.8. In the case of any termination of the Plan by the Committee, such termination shall not adversely affect
(a) the Account balance of any such Participant as of the effective date of such termination, (b) the Participant's right to investment experience adjustments after termination of the
Plan, up to and including the effective date of such termination, pursuant to the provisions of Section 5.3, or (c) subject to the provisions of Section 6.8, the right or ability
of any such Participant (and, if applicable, such Participant's Beneficiary) to receive his or her vested Distributable Benefit in accordance with the terms of this Plan as in effect immediately prior
to such termination. Any termination of this Plan by the Committee pursuant to this Section 8.2 shall be binding on each Affiliated Company, without further action by any such Affiliated
Company.

8.3Amendment of Plan Following a Change in Control.Notwithstanding the provisions of
Section 8.1 of the Plan, upon the occurrence of a Change in Control of the Sponsor, if the Committee does not terminate
the Plan as provided in Section 8.2, the Plan shall continue in force as provided in Section 12.4; provided, however, that for a period of 24 months following the date of a Change
in Control of the Sponsor, no amendment to the Plan shall be effective unless such amendment is (a) consented to in writing by a majority of Plan Participants pursuant to procedures established
by the Committee or (b) required to comply with Section 409A of the Internal Revenue Code and the regulations thereunder.

ARTICLE IX        FUNDING

9.1In General.Benefits under this Plan shall be payable solely from the general assets of the Sponsor (and,
 with respect to any Participant who is an employee of an Affiliated
Company, also from the general assets of such Affiliated Company), and no person shall be entitled to look to any other

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source
for payment of such benefits. The Sponsor (and, if applicable, any Affiliated Company) shall have and possess all title to, and beneficial interest in, any and all funds or reserves maintained
or held by the Sponsor (or such Affiliated Company) on account of any obligation to pay benefits as required this Plan, whether or not earmarked as a fund or reserve for such purpose; any such funds,
other property or reserves shall be subject to the claims of the creditors of the Sponsor (or such Affiliated Company), and the provisions of this Plan are not intended to create, and shall not be
interpreted as vesting, in any Participant, Beneficiary or other person, any right to or beneficial interest in any such funds, other property or reserves. Nothing in this Section 9.1 shall be
construed or interpreted as prohibiting or restricting the establishment of a grantor trust (within the mean of Code Section 671) from which benefits under this Plan may be payable, so long as
such trust or contract does not cause the plan to be funded for purposes of Sections 201(a), 301(a) (3) or 401(a) (1) of ERISA.

9.2Establishment of Rabbi Trust.The Sponsor has established (or will establish) a trust ("Trust")
substantially in the form attached hereto as Exhibit B for the purpose of funding
benefits under this Plan as provided in this Article IX and for the purpose of paying the reasonable legal and administration fees and expenses incurred by Participants and their Beneficiaries
in connection with lawsuits, actions or other proceedings brought by such persons to enforce their rights under the Plan.

9.3Funding of Rabbi Trust.Subject to the amendment or termination of this Plan and the restrictions
set forth in Section 9.1, the Company shall contribute to the Trust, on behalf of
each Participant, the amount of Compensation Deferrals made by such Participant and the amount of any Company Contribution allocated to such Participant's Account. Amounts corresponding to Salary
Deferrals for each payroll period shall be contributed to the Trust as soon as reasonably practicable following the end of such payroll period. Bonus Deferrals for a Plan Year shall be contributed to
the Trust as soon as reasonably practicable following the date on which such Bonus amounts otherwise would have been paid to the Participant.

ARTICLE X        AFFILIATED COMPANIES

10.1Affiliated Company Participation.The Board of Directors may revoke or modify an Affiliated Company's
participation in this Plan at any time and for any or no reason, or terminate this Plan with
respect to such Affiliated Company's employees and Participants, subject to the provisions of Section 8.1 concerning changes in the Plan.

10.2Adoption Agreement.Any Affiliated Company participating in the Plan shall adopt the Plan and
shall agree to be bound by the terms and conditions of the Plan and any future changes
made by the Board to the Plan.

ARTICLE XI        CHANGE IN CONTROL

11.1Change in Control.As used in this Plan, "Change in Control" shall mean the following and shall be
deemed to occur with respect to each respective Company that is a corporation (and
shall be referred to herein as the "Corporation") if any of the following events occur: a change in the ownership of the corporation, a change in the effective control of the corporation, or a change
in the ownership of a substantial portion of the assets of the corporation.



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A
change in effective control also may occur in any transaction in which either of the two corporations involved in the transaction has a Change in Control event under Section (a) or (c). If
any one person, or more than one person acting as a group, is considered to effectively control a corporation, the acquisition of additional control of the corporation by the same person or persons is
not considered to cause a change in the effective control of the corporation (or to cause a change in the ownership of the corporation) within the meaning of Section (a).



For
purposes of this Section (c) and except as otherwise provided, a person's status is determined immediately after the transfer of the assets.



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ARTICLE XII        MISCELLANEOUS PROVISIONS

12.1Designation of Beneficiary.A Participant shall be entitled to designate one or more individuals or
entities (including a trust or trusts), in any combination, as his or her "Beneficiary" or
"Beneficiaries" to receive any Plan benefit payments to which such Participant is entitled as of, or by reason of, his or her death; provided, however, that the designation of any individual or entity
other than the Participant's spouse shall be effective only with the consent of the Participant's spouse. Any such designation may be made or changed at any time prior to the Participant's death by
written notice filed with the Committee, with such written notice to be in such form and contain such information as the Committee may from time to time determine. In the event that (a) a
Beneficiary designation is not on file or is not effective at the date of a Participant's death, (b) no Beneficiary survives the Participant, or (c) no Beneficiary is living at the time
any payment becomes payable under this Plan, then, for purposes of making any further payment of any unpaid benefits under the Plan, such Participant's Beneficiary or Beneficiaries shall be deemed to
be the Participant's estate. A Beneficiary entitled to receive any Plan Benefit payments pursuant to this Section 12.1 shall receive such payments at the time(s) and in the manner elected by
the Participant in his or her Participation Agreement.

12.2Payments During Incapacity.The Committee shall have no duty or obligation to determine the
competence or capacity of any Participant or Beneficiary. However, in the event that the Committee
is made aware that a Participant (or Beneficiary) is under mental or physical incapacity at the time of any payment to be made to such Participant (or Beneficiary) pursuant to this Plan, any such
payment may be made to the conservator or other legally appointed personal representative having authority over and responsibility for the person or estate of such Participant (or Beneficiary), as the
case may be, and for purposes of such payment references in this Plan to the Participant (or Beneficiary) shall mean and refer to such conservator or other personal representative of the person or

24

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estate
of the Participant (or Beneficiary), any such payment may be made to any person or institution that has apparent responsibility for the person and/or estate of the Participant (or Beneficiary)
as determined by the Committee. Any payment made in accordance with the provisions of this Section 12.2 to a person or institution other than the Participant (or Beneficiary) shall be deemed
for all purposes of this Plan as the equivalent of a payment to such Participant (or Beneficiary), and the Company shall have no further obligation or responsibility with respect to such payment.

12.3Prohibition Against Assignment.Except as otherwise expressly provided in Section 12.1 and
Section 12.2 hereof, the rights, interests and benefits of a Participant under this Plan
(a) may not be sold, assigned, transferred, pledged, hypothecated, gifted, bequeathed or otherwise disposed of to any other party by such Participant or any Beneficiary, executor,
administrator, heir, distribute or other person claiming under such Participant, and (b) shall not be subject to execution, attachment or similar process. Any attempted sale, assignment,
transfer, pledge, hypothecation, gift, bequest or other disposition of such rights, interests or benefits contrary to the foregoing provisions of this Section 12.3 shall be null and void and
without effect.

12.4Assumption of Plan.The Company expressly agrees that it shall not merge or consolidate into or
with another corporation, or sell substantially all of its assets to another
corporation, firm or person until such corporation, firm or person expressly agrees in writing to assume and discharge the duties and obligations of the Company under this Plan. The powers, duties,
rights and obligations of the Company under this Plan may be assigned (i) to any company into which the Company may be merged, or with which it may be consolidated, or (ii) to any
company resulting from any merger, reorganization or consolidation to which the Company is a party, or (iii) to any company to which the business of the Company may be transferred, to the
extent affected Participants transfer their employment to such company. If such an assignment occurs, the successor-in-interest to the Company shall assume the powers, duties,
rights and obligations of the Company in writing.

12.5Binding Effect.The provisions of this Plan shall be binding upon the Sponsor, the Participants,
all Affiliated Companies employing any Participants, and any
successor-in-interest, beneficiary, heir or personal representative to the Sponsor, any Participant or any such Affiliated Company.

12.6No Right to Employment.This Plan is voluntary on the part of the Sponsor and its Affiliated
Companies, and shall not be deemed to constitute an employment contract between any
Participant and the Sponsor or any Affiliated Company, nor shall the adoption or existence of the Plan or any provision contained in the Plan be deemed to be a required condition of the employment of
any Participant. Nothing contained in this Plan shall be deemed to give any Participant the right to continued employment with the Sponsor or any Affiliated Company, and the Sponsor and its Affiliated
Companies may terminate any Participant at any time, in which case the Participant's rights arising under this Plan shall be only those expressly provided under the terms of this Plan.

12.7Notices.All notices, requests, or other communications (hereinafter collectively referred to as
"Notices") required or permitted to be given hereunder or which are given
with respect to this Plan

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shall
be in writing and may be personally delivered, or may be sent by United States registered mail, postage prepaid, return receipt requested and addressed as follows:

|To the Sponsor,
and Affiliated Company
or the Committee at: |  | Impac Funding Corporation
1401 Dove Street
Newport Beach, CA 92660                                                     |  | 
|----------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | 
|To Participant at:                                          |  | The Participant's residential
mailing address as reflected
in the Sponsor's or Affiliated
Company's employment records |  | 

A
Notice which is delivered personally shall be deemed given as of the date of personal delivery, and a Notice mailed as provided herein shall be deemed given on the date received. Any Participant may
change his or her address for purposes of Notices hereunder pursuant to a Notice to the Committee, given as provided herein, advising the Committee of such change. The Sponsor, any Affiliated Company
and/or the Committee may at any time change its address for purposes of Notices hereunder pursuant to a Notice to all affected Participants, given as provided herein, advising such Participants of
such change. Notwithstanding the foregoing, the Committee may specify that any election, form, designation, agreement or communication by a Participant under the Plan shall be made or submitted online
at a site on the World Wide Web designated for such purpose, or by other reasonable electronic means to which Participants have reasonable access.

12.8Governing Law.This Plan shall be governed by, interpreted under and construed and enforced in
accordance with the internal laws, and not the laws pertaining to conflicts or
choice of laws, of the State of California applicable to agreements made and to be performed wholly within the State of California.

12.9Titles and Headings; Gender of Terms.Article and Section headings herein are for reference
purposes only and shall not be deemed to be part of the substance of this Plan or in any way to enlarge or
limit the meaning or interpretation of any provision in this Plan. Use in this Plan of the masculine, feminine or neuter gender shall be deemed to include each of the omitted genders if the context so
requires.

12.10Severability.In the event that any provision of this Plan is found to be invalid or otherwise
unenforceable by a court or other tribunal of competent jurisdiction, such
invalidity or unenforceability shall not be construed as rendering any other provision contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to
the same extent as though the invalid and unenforceable provision was not contained herein.

12.11Tax Effect of Plan.Neither the Sponsor nor any Affiliated Company warrants any tax benefit or
any financial benefit under this Plan. Without limiting the foregoing, the Sponsor and
each Affiliated Company and their directors, officers, employees and agents shall be held harmless by the Participant from, and shall not be subject to any liability on account of, any Federal or
State tax consequences or any consequences under ERISA of any determination as to the amount of plan

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benefits
to be paid, the method by which plan benefits are paid, the persons to whom plan benefits are paid, or the commencement or termination of the payment of plan benefits.

12.12Mandatory Arbitration.In the event of any unresolved dispute between a Participant or
Beneficiary and the Company or the Trustee regarding this Plan following completion of the claims
review process, such dispute shall be submitted to arbitration in accordance with the rules and regulations of the American Arbitration Association for the arbitration of employee benefit plan claim
disputes (including the rules contained therein for the selection of an arbitrator who is familiar with employee benefit plans). The written determination of the arbitrator shall be final, binding and
conclusive on the Parties and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The prevailing party or parties of any arbitration of legal or
equitable proceeding shall be entitled to have and recover his or their attorney's fees, costs and expenses as determined by the arbitrator.

12.13Illegal Provisions.The Company intends that this Plan will be established, construed,
administered and applied in compliance with Section 409A of the Internal Revenue Code,
and if any provision of this Plan is determined by the Committee to be in violation of such requirements, or if any provision of this Plan shall be held illegal or invalid for any other reason, the
illegality or invalidity shall not affect the remaining parts of this Plan, but this Plan shall, to the extent possible, be construed and enforced in compliance with Section 409A of the Code
and other legal requirements or, if that is not possible, as if the illegal or violating provisions were invalid and had never been included in the Plan.

IN
WITNESS WHEREOF, the Sponsor has caused this Plan to be executed by its duly authorized officer effective as of the Effective Date hereof.

| |  | IMPAC FUNDING CORPORATION
| |  | -------------------------
| |  |                          
| |  | By:                      
| |  | Title:                   

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