Exhibit 10.14


    
      
        

      

    


    

      Exhibit
        10.14

       

      


       

       

       

      


       

      


       

      ITLA
        CAPITAL CORPORATION RABBI TRUST AGREEMENT

       

      AMENDED
        AND RESTATED 

       

      EFFECTIVE
        JANUARY 1, 2005

       

      


       


      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      AMENDED
        AND RESTATED 

       

      ITLA
        CAPITAL CORPORATION RABBI TRUST AGREEMENT

       

      Amended
        and Restated Effective January 1, 2005

       

       

      


       

      This
        Trust Agreement (the "Trust Agreement") is made and dated this 1st day of
        February, 2006, by and between ITLA Capital Corporation, a Delaware corporation
        (the "Employer") and UNION BANK OF CALIFORNIA, N.A. (the
        "Trustee").

       

      PURPOSE

       

      (a) WHEREAS,
        Employer has adopted the plan or plans attached as Exhibit A or which
        subsequently may be designated in writing by Employer (the "Plans") pursuant
        to
        which Employer expects to incur unfunded deferred compensation liabilities
        with
        respect to certain employees of Employer.

       

      (b) WHEREAS,
        Employer wishes to establish a trust (hereinafter called "Trust") and to
        contribute to the Trust assets that shall be held therein, subject to the
        claims
        of Employer's creditors in the event of Employer's Insolvency, as herein
        defined, until paid to Plan participants in such manner and at such times
        as
        specified in the Plan(s);

       

      (c) WHEREAS,
        it is the intention of the parties that this Trust shall constitute an unfunded
        arrangement and shall not affect the status of the Plan(s) as an unfunded
        plan
        maintained for the purpose of providing deferred compensation for a select
        group
        of management or highly compensated employees for purposes of Title I of
        the
        Employee Retirement Income Security Act of 1974;

       

      (d) WHEREAS,
        it is the intention of Employer to make contributions to the Trust to provide
        itself with a source of funds to assist it in the meeting of its liabilities
        under the Plan(s); 

       

      (e)
                 WHEREAS, since the Trust
        Agreement has been amended several times, the Employer desires to amend and
        restate the Trust Agreement to include the previously adopted amendments;
        and


       

      (f) The
        Trust
        Agreement is intended to comply with the applicable requirements of Section
        409A
        of the Internal Revenue Code of 1986, as amended (the “Code”) and related
        guidance of general applicability issued thereunder (together referred to
        herein
        as "Section 409A") effective as of January 1, 2005, and shall be operated
        in
        accordance with that intention..

       

      NOW,
        THEREFORE, the parties do hereby establish the Trust and agree that the Trust
        shall be comprised, held and disposed of as follows:

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      ARTICLE
        I 

       

      ESTABLISHMENT
        OF TRUST

       

      1.1 Establishment
        of Trust.
        Employer hereby deposits with the Trustee in Trust one share of ITLA Capital
        Corporation common stock, which shall become the principal of the Trust to
        be
        held, administered and disposed of by the Trustee as provided in the Trust
        Agreement.

       

      1.2 Revocability
        of Trust.
        The
        Trust hereby established is revocable by Employer; it shall become irrevocable
        upon a Change of Control, as defined herein.

       

      1.3 Grantor
        Trust.
        The
        Trust is intended to be a grantor trust, of which Employer is the grantor,
        within the meaning of Subpart E, Part I, Subchapter J, Chapter 1, Subtitle
        A of
        the Internal Revenue Code of 1986, as amended, and shall be construed
        accordingly.

       

      1.4 Purpose
        of Trust.
        The
        principal of the Trust, and any earnings thereon shall be held separate and
        apart from other funds of Employer and shall be used exclusively for the
        uses
        and purposes of Participants and Employer's general creditors as herein set
        forth. Plan participants and beneficiaries of deceased participants (hereinafter
        called "Participants") shall have no preferred claim on, or any beneficial
        ownership interest in, any assets of the Trust. Any rights created under
        the
        Plan(s) and this Trust Agreement shall be mere unsecured contractual rights
        of
        Participants against Employer. Any assets held by the Trust will be subject
        to
        the claims of Employer's general creditors under federal and state law in
        the
        event of Insolvency, as defined in Article XI herein.

       

      1.5 Payments
        to Employer.
        Except
        as provided in Section 1.2 hereof, after the Trust has become irrevocable,
        Employer shall have no right or power to direct the Trustee to return to
        Employer or to divert to others any of the Trust assets before all payment(s)
        of
        benefits have been made to Participants pursuant to the terms of the
        Plan(s).

       

      1.6 Signing
        Authority; Administrator.
        Employer shall certify in writing to the Trustee the names and specimen
        signatures of all those who are authorized to act as or on behalf of Employer,
        and those names and specimen signatures shall be updated as necessary by
        a duly
        authorized official of Employer. Employer shall promptly notify the Trustee
        if
        any person so designated is no longer authorized to act on behalf of Employer.
        Until the Trustee receives written notice that a person is no longer authorized
        to act on behalf of Employer, the Trustee may continue to rely on Employer's
        designation of such person.

       

      1.7 Acceptance
        of Assets; Trust Composition.
        All
        contributions or transfers shall be received by the Trustee in cash or in
        any
        other property acceptable to the Trustee. The Trust shall consist of the
        contributions and transfers received by the Trustee, together with the income
        and earnings from them and any increments to them. The Trustee shall hold,
        manage and administer the Trust in accordance with this Trust Agreement without
        distinction between principal and income.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      1.8 Contributions.
        Employer holds certain assets which have been accumulated by Employer to
        assist
        in its obligation to pay nonqualified retirement benefits to select employees.
        Such assets shall be transferred to the Trust and invested in accordance
        with
        the terms of this Trust Agreement. Employer, in its sole discretion, may
        at any
        time, or from time to time, make additional deposits of cash or other property
        in trust with the Trustee to augment the principal to be held, administered
        and
        disposed of by the Trustee as provided in this Trust Agreement. In addition,
        upon a Change of Control, Employer shall, as soon as possible but in no event
        longer than fifteen (15) days following the Change of Control, as defined
        herein, make an irrevocable contribution to the Trust in an amount that is
        sufficient to pay each Participant the benefit to which such Participant
        would
        be entitled pursuant to the terms of the Plan(s) as of the date on which
        the
        Change of Control occurred.

       

      1.9 No
        Duty of the Trustee to Enforce Collection.
        Notwithstanding anything herein to the contrary, the Trustee shall have no
        authority or obligation to enforce the collection of any contribution or
        transfer to the Trust.

       

      1.10 Plan
        Administration.
        Employer and not the Trustee shall be responsible for administering the Plans
        (including without limitation determining the rights of Employer's employees
        to
        participate in a Plan, determining any Participant's right to benefits under
        such Plan), and issuing statements to Participants of their interest in the
        Trust and Plan; provided, however, that the Trustee may specifically agree
        in
        writing to provide administrative services with respect to one or more Plan(s).
        In addition, upon a Change of Control, the Trustee shall maintain Participant
        Accounts as provided in Section 1.12 of this Trust Agreement and shall make
        payments to Participants as provided in Section 4.2 of the Trust
        Agreement.

       

      1.11 Change
        of Control.
        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 require but do not receive
        the requisite government or regulatory approval to bring the event or occurrence
        to fruition. Notwithstanding anything herein to the contrary, if and to the
        extent necessary to avoid the application of Code Section 409A(a)(1) (regarding
        the sanctions applicable with respect to nonqualified deferred compensation
        plans that do not comply with the requirements of Code Section 409A) to any
        Participant in a Plan, the term “Change of Control” shall, instead of the
        definition provided above, mean an event described in Code Section
        409A(a)(2)(A)(v) , or regulations or guidance of general applicability
        thereunder.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        Trustee shall have no independent duty to determine that a Change in Control
        has
        occurred and shall not be required to take any action or refrain from taking
        any
        actions hereunder which are based on a Change in Control having occurred
        prior
        to the time it receives written notice from Employer or a Participant that
        a
        Change in Control has occurred or will occur and has had a reasonable
        opportunity to determine whether a Change in Control, in fact, has
        occurred.

       

      At
        the
        Trustee's request, Employer shall furnish such evidence as may be necessary
        to
        enable the Trustee to determine whether a Change in Control has occurred.
        In
        taking or refraining from any action under this Trust Agreement, the Trustee
        may
        rely on its determination, including an opinion of counsel (who may be counsel
        to Employer or the Trustee), that a Change in Control has occurred. The
        Trustee's determination as to whether a Change in Control has occurred shall
        be
        binding and conclusive on all persons.

       

      1.12 Participant
        Accounts.
        Employer shall maintain in an equitable manner a separate bookkeeping account
        for each Participant under a Plan (“Account”) in which it shall keep a record of
        the benefit of such Participant under such Plan. Employer may appoint a
        third-party administrator to maintain such Accounts. If the Trustee is directed
        by Employer to segregate the Trust into separate bookkeeping Accounts for
        each
        Participant, then, at the time it makes a contribution to the Trust, Employer
        shall certify to the Trustee the amount of such contribution being made in
        respect of each Participant under each Plan. Notwithstanding the preceding
        sentence, upon a Change of Control, the Trustee shall be responsible for
        maintaining a separate Account under each Plan and the Trust based upon
        segregating the Accounts using Employer’s latest statement of value for each
        Participant’s Account. The Trustee shall thereafter adjust such Accounts
        pursuant to the procedures described in the Plan. The Trustee may appoint
        a
        third-party administrator to assist the Trustee in the maintenance of the
        Accounts. The reasonable expenses incurred by the Trustee in maintaining
        such
        Accounts shall be paid by Employer within thirty (30) days of submission of
        invoices to Employer by the Trustee, or if not so paid, reimbursed to the
        Trustee from the Trust. Employer shall reimburse the Trust for such expense,
        but
        the Trustee shall have no duty to enforce Employer’s obligation for such
        reimbursement.

       

      The
        Trustee may rely on information provided to the Trustee by Employer and the
        Trustee’s and Employer’s determination of Account values shall be conclusive and
        binding on all interested parties.

       

      1.13 Tax
        Reporting.
        Employer and not the Trustee shall be responsible for all income tax reporting
        and calculation and payment of any wage withholding or other tax requirements
        in
        connection with the Trust and any contributions thereto, and any income earned
        thereby, and payments or distributions therefrom, and Employer agrees to
        indemnify and defend the Trustee against any liability for any such taxes,
        interest or penalties resulting from or relating to the Trust.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        II

       

      INVESTMENTS

       

      2.1 Employer
        is Investment Manager.
        Employer shall have the power over and responsibility for the management
        and
        investment of Trust assets. Employer may appoint an Investment Manager to
        direct
        the investment of Trust assets, provided the Trustee is notified in writing
        prior to such appointment.

       

      Except
        as
        set forth in Section 2.4 below, the Trustee shall have no duty to make
        recommendations regarding Trust assets and shall retain assets until directed
        in
        writing by Employer or Investment Manager to dispose of them.

       

      2.2 Funding
        Policy and Investment Guidelines.
        Employer shall have the responsibility for establishing and carrying out
        a
        funding policy and method, consistent with the objectives of the Plans, taking
        into consideration the Plans' short-term and long-term financial needs. The
        Trustee's responsibility for investment and diversification of the assets
        in the
        portion of the Trust for which the Trustee has investment discretion, if
        any,
        shall be subject to, and is limited by, the investment guidelines issued
        to it
        by Employer. It is understood that, unless otherwise agreed in writing,
        Employer, rather than the Trustee, shall be responsible for the overall
        diversification of Trust assets.

       

      2.3 Disposition
        of Income.
        During
        the term of this Trust, all income received by the Trust, net of expenses
        and
        taxes, shall be accumulated and reinvested.

       

      2.4 Effect
        of Change of Control.
        Upon
        and following a Change of Control, the Trustee shall have full responsibility
        for the investment and reinvestment of all Trust assets except for amounts
        invested in Employer Securities and insurance contracts, and Employer’s powers
        to invest, manage and control Trust assets, including the power to appoint
        Investment Managers and issue investment guidelines with respect to the Trust,
        shall be limited to amounts invested in Employer Securities and insurance
        contracts as of the date of the Change of Control. The Trustee may, in its
        sole
        discretion, appoint one or more Investment Managers with respect to the Trust
        or
        any part thereof and may establish and issue to such Investment Managers
        investment guidelines.

       

      2.5 Employer
        Securities.
        The
        Trustee may invest in Employer Securities (including stock or rights to acquire
        stock) or other obligations issued by Employer. Employer shall retain sole
        investment management authority and responsibility for any Employer Securities.
        In no event shall the Trustee have any authority to sell Employer Securities
        held in the Trust except upon the written approval of Employer.

       

      Employer
        shall have the right at any time prior to a Change of Control, and from time
        to
        time in its sole discretion, to substitute assets of equal fair market value
        for
        any asset held by the Trust. This right is exercisable by Employer in a
        non-fiduciary capacity without the approval or consent of any person in a
        fiduciary capacity. Upon a Change of Control, Employer’s right to substitute
        assets shall only extend to Employer Securities held in the Trust.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Employer
        shall not direct the investment of Trust funds in Employer Securities unless
        Employer is satisfied that the Employer Securities are exempt from registration
        under the Federal Securities Act of 1933, as amended, and are exempt from
        qualification under the California Corporate Securities Law of 1968, as amended,
        and from any other applicable blue sky law, or in the alternative that the
        Employer Securities have been so registered and/or qualified. Employer shall
        also specify what restrictive legend on transfer, if any, is required to
        be set
        forth on the certificates for the Employer Securities and the procedure to
        be
        followed by the Trustee to effectuate a resale of such Employer Securities.
        Employer shall only direct the investment of funds into Employer Securities
        (i) if those securities are traded on an exchange permitting a readily
        ascertainable fair market value, or (ii) if Employer shall have obtained a
        current valuation by an independent appraiser, and periodically supplies
        updated
        valuations while the Employer Securities remain in the Trust. In determining
        the
        value of Employer Securities on a periodic basis, the Trustee may conclusively
        rely on the certified appraisal or other form of valuation submitted to it
        by
        Employer or the Investment Manager, if any. The Trustee shall vote Employer
        Securities or sell pursuant to a tender offer as directed by written
        instructions of Employer. Employer shall indemnify and hold harmless the
        Trustee
        with respect to any action taken or refrained from with regard to voting
        or
        tendering Employer Securities, it being expressly understood that the Trustee
        shall have no discretion with respect to such action unless required by
        law.

       

      The
        Trustee shall not be liable under the Plan or the Trust for any investment
        in or
        retention of Employer Securities held as Trust assets, whether retention
        is due
        to instructions to retain, or inability to sell due to any Federal or State
        securities law restrictions, or the unmarketable or illiquid nature of the
        investment.

       

      ARTICLE
        III

       

      TRUSTEE'S
        POWERS

       

      3.1 General
        Trustee's Powers.
        The
        Trustee shall have, without exclusion, all powers conferred on Trustees by
        applicable law, unless expressly provided otherwise in this Trust Agreement,
        provided, however, that if an insurance policy is held as an asset of the
        Trust,
        the Trustee shall have no power to name a beneficiary of the policy other
        than
        the Trust, to assign the policy (as distinct from conversion of the policy
        to a
        different form) other than to a successor Trustee, or to loan to any person
        the
        proceeds of any borrowing against such policy.

       

      (a) To
        invest
        and reinvest the Trust or any part thereof in any one or more kind, type,
        class,
        item or parcel of property, real, personal or mixed, tangible or intangible;
        or
        in any one or more kind, type, class, item or issue of investment or security;
        or in any one or more kind, type class or item of obligation, secured or
        unsecured; or in any combination of them;

       

      (b) To
        acquire, sell and exercise options to buy securities ("call" options) and
        to
        acquire, sell and exercise options to sell securities ("put"
        options);

       

      (c) To
        buy,
        sell, assign, transfer, acquire, loan, lease (for any purpose, including
        beyond
        the life of this Trust), exchange and in any other manner to acquire, manage,
        deal with and dispose of all or any part of the Trust property, for cash
        or
        credit;

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (d) To
        make
        deposits with any bank or savings and loan institution, including any such
        facility of the Trustee or an affiliate thereof, provided that the deposit
        bears
        a reasonable rate of interest;

       

      (e) To
        retain
        all or any portion of the Trust in cash temporarily awaiting investment or
        for
        the purpose of making distributions or other payments, without liability
        for
        interest thereon, notwithstanding trustee's receipt of float;

       

      (f) To
        borrow
        money for the purposes of the Trust from any source other than a party in
        interest of the Plans, with or without giving security; to pay interest;
        to
        issue promissory notes and to secure the repayment thereof by pledging all
        or
        any part of the Trust assets;

       

      (g) To
        take
        all of the following actions: to vote proxies of any stocks, bonds or other
        securities; to give general or special proxies or powers of attorney with
        or
        without power of substitution; to exercise any conversion privileges,
        subscription rights or other options, and to make any payments incidental
        thereto; to consent to or otherwise participate in corporate reorganizations
        or
        other changes affecting corporate securities and to delegate discretionary
        powers and to pay any assessments or charges in connection therewith; and
        generally to exercise any of the powers of an owner with respect to stocks,
        bonds, securities or other property held in the Trust;

       

      (h) To
        make,
        execute, acknowledge and deliver any and all documents of transfer and
        conveyance and any and all other instruments that may be necessary or
        appropriate to carry out the powers herein granted;

       

      (i) To
        raze
        or move existing buildings; to make ordinary or extraordinary repairs,
        alterations or additions in and to buildings; to construct buildings and
        other
        structures and to install fixtures and equipment therein;

       

      (j) To
        pay or
        cause to be paid from the Trust any and all real or personal property taxes,
        income taxes or other taxes or assessments of any or all kinds levied or
        assessed upon or with respect to the Trust or the Plans;

       

      (k) Subject
        to the limitations of 3.1, to hold term or ordinary life insurance contracts
        or
        to acquire annuity contracts on the lives of Participants (but in the case
        of
        conflict between any such contract and a Plan, the terms of the Plan shall
        prevail); to pay from the Trust the premiums on such contracts; to distribute,
        surrender or otherwise dispose of such contracts; to pay the proceeds, if
        any,
        of such contracts to the proper persons in the event of the death of the
        insured
        Participant; to enter into, modify, renew and terminate annuity contracts
        of
        deposit administration, of immediate participation or other group or individual
        type with one or more insurance companies and to pay or deposit all or any
        part
        of the Trust thereunder; to provide in any such contract for the investment
        of
        all or any part of funds so deposited with the insurance company in securities
        under separate accounts; to exercise and claim all rights and benefits granted
        to the contract holder by any such contracts. All payments and exercise of
        all
        powers with respect to insurance contracts shall be solely on the direction
        of
        Employer;

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (l) To
        exercise all the further rights, powers, options and privileges granted,
        provided for, or vested in trustees generally under applicable federal or
        state
        laws, as amended from time to time, it being intended that, except as otherwise
        provided in this Trust, the powers conferred upon the Trustee herein shall
        not
        be construed as being in limitation of any authority conferred by law, but
        shall
        be construed as in addition thereto.

       

      (m) Notwithstanding
        any powers granted to the Trustee pursuant to this Trust Agreement or to
        applicable law, the Trustee shall not have any power that could give this
        Trust
        the objective of carrying on a business and dividing the gains therefrom,
        within
        the meaning of section 301.7701-2 of the Procedure and Administrative
        Regulations promulgated pursuant to the Internal Revenue Code.

       

      3.2 Additional
        Powers.
        In
        addition to the other powers enumerated above and subject to the limitations
        of
        Article II of this Trust Agreement, the Trustee is authorized and
        empowered:

       

      (a) To
        invest
        funds in any type of interest-bearing account including, without limitation,
        time certificates of deposit or interest-bearing accounts issued by UNION
        BANK
        OF CALIFORNIA, N.A. To use other services or facilities provided by the
        UnionBanCal Corporation (UNBC), its subsidiaries or affiliates including
        Union
        Bank of California, N.A. (Bank), to the extent allowed by applicable law
        and
        regulation. Such services may include but are not limited to (1) the placing
        of
        orders for the purchase, exchange, investment or reinvestment of securities
        through any brokerage service conducted by, and (2) the purchase of units
        of any
        registered investment company managed or advised by Bank, UNBC, or their
        subsidiaries or affiliates and/or for which Bank, UNBC or their subsidiaries
        or
        affiliates act as custodian or provide other services for a fee, including,
        without limitation, the HighMark Group of mutual funds or the Stepstone Funds.
        The parties hereby acknowledge that the Bank may receive fees for such services
        in addition to the fees payable under this Agreement. Fee schedules for
        additional services shall be delivered to the appropriate party in advance
        of
        the provision of such services. Independent fiduciary approval of compensation
        being paid to the Bank will be sought in advance to the extent required under
        applicable law and regulation.

       

      If
        Union
        Bank of California, N.A. does not have investment discretion, the services
        referred to above, as well as any additional services, shall be utilized
        only
        upon the appropriate direction of an authorized party.

       

      (b) To
        cause
        all or any part of the Trust to be held in the name of the Trustee (which
        in
        such instance need not disclose its fiduciary capacity) or, as permitted
        by law,
        in the name of any nominee, including the nominee name of any depository,
        and to
        acquire for the Trust any investment in bearer form; but the books and records
        of the Trust shall at all times show that all such investments are a part
        of the
        Trust and the Trustee shall hold evidences of title to all such investments
        as
        are available;

       

      (c) To
        serve
        as custodian with respect to the Trust assets, to hold assets or to hold
        eligible assets at the Depository Trust Company or other
        depository;

       

      (d) To
        employ
        such agents and counsel as may be reasonably necessary in administration
        and
        protection of the Trust assets and to pay them reasonable compensation; to
        employ any broker-dealer covered in the self-dealing section, and pay to
        such
        broker-dealer its standard commissions; to settle, compromise or abandon
        all
        claims and demands in favor of or against the Trust; and to charge any premium
        on bonds purchased at par value to the principal of the Trust without
        amortization from the Trust, regardless of any law relating
        thereto;

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (e) To
        abandon, compromise, contest, arbitrate or settle claims or demands; to
        prosecute, compromise and defend lawsuits, but without obligation to do so,
        all
        at the risk and expense of the Trust;

       

      (f) To
        permit
        such inspections of documents at the principal office of the Trustee as are
        required by law, subpoena or demand by United States or state agency during
        normal business hours of the Trustee;

       

      (g) To
        comply
        with all requirements imposed by law;

       

      (h) To
        seek
        written instructions from Employer on any matter and await written instructions
        without incurring any liability. If at any time Employer should fail to give
        directions to the Trustee, the Trustee may act in the manner that in its
        discretion it deems advisable under the circumstances for carrying out the
        purposes of this Trust. Such actions shall be conclusive on Employer and
        the
        Participants on any matter if written notice of the proposed action is given
        to
        Employer five (5) days prior to the action being taken, and the Trustee receives
        no response;

       

      (i) To
        compensate such executive, consultant, actuarial, accounting, investment,
        appraisal, administrative, clerical, secretarial, custodial, depository and
        legal firms, personnel and other employees or assistants as are engaged by
        Employer in connection with the administration of the Plans and to pay from
        the
        Trust the necessary expenses of such firms, personnel and assistants, to
        the
        extent not paid by Employer;

       

      (j) To
        impose
        a reasonable charge to cover the cost of furnishing to Participants statements
        or documents;

       

      (k) To
        act
        upon proper written directions of Employer or any Participant including
        directions given by photostatic teletransmission using facsimile signature.
        If
        oral instructions are given, to act upon those in the Trustee's discretion
        prior
        to receipt of written instructions. The Trustee's recording or lack of recording
        of any such oral instructions taken in the Trustee's ordinary course of business
        shall constitute conclusive proof of the Trustee's receipt or non-receipt
        of the
        oral instructions;

       

      (l) To
        pay
        from the Trust the expenses reasonably incurred in the administration of
        the
        Trust;

       

      (m) To
        maintain insurance for such purposes, in such amounts and with such companies
        as
        Employer shall elect, including insurance to cover liability or losses occurring
        by reason of the acts or omissions of fiduciaries (but only if such insurance
        permits recourse by the insurer against the fiduciary in the case of a breach
        of
        a fiduciary obligation by such fiduciary);

       

      (n) As
        directed by Employer prior to a Change of Control, and by Employer or by
        a
        Participant upon or following a Change of Control, to cause the benefits
        provided under the Plans to be paid directly to the persons entitled thereto
        under the Plans, and in the amounts and at the times and in the manner specified
        by the Plans, and to charge such payments against the Trust and Accounts
        with
        respect to which such benefits are payable;

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (o) To
        exercise and perform any and all of the other powers and duties specified
        in
        this Trust Agreement or the Plans; and in addition to the powers listed herein,
        to do all other acts necessary or desirable for the proper administration
        of the
        Trust, as though the absolute owner thereof.

       

      ARTICLE
        IV

       

      TRUSTEE
        AND EMPLOYER DUTIES

       

      4.1 Legal
        Duties.
        The
        Trustee and Employer shall exercise any of the foregoing powers from time
        to
        time as required by law.

       

      4.2 Payments
        to Participants

       

      (a) Employer
        shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates
        the amounts payable in respect of each Participant, that provides a formula
        or
        other instructions acceptable to the Trustee for determining the amount so
        payable, the form in which such amount is to be paid (as provided for or
        available under the Plan(s)), and the time of commencement for payment of
        such
        amounts. Except as otherwise provided herein, the Trustee shall make payments
        to
        the Participants in accordance with such Payment Schedule. As directed by
        Employer, the Trustee shall make provision for the reporting and withholding
        of
        any federal, state or local taxes that may be required to be withheld with
        respect to the payment of benefits pursuant to the terms of the Plan(s) and
        shall pay amounts withheld to the appropriate taxing authorities or determine
        that such amounts have been reported, withheld and paid by
        Employer.

       

      (b) The
        entitlement of a Participant to benefits under the Plan(s) shall be determined
        by Employer or such party as it shall designate under the Plan(s), and any
        claim
        for such benefits shall be considered and reviewed under the procedures set
        out
        in the Plan(s).

       

      (c) Employer
        may make payment of benefits directly to Participants as they become due
        under
        the terms of the Plan(s). Employer shall notify the Trustee of its decision
        to
        make payment of benefits directly prior to the time amounts are payable to
        Participants. In addition, if the principal of the Trust, and earnings thereon,
        are not sufficient to make payments of benefits in accordance with the terms
        of
        the Plan(s), Employer shall make the balance of each such payment as it falls
        due. The Trustee shall notify Employer where principal and earnings are not
        sufficient. The Trustee shall have no duty or obligation to enforce or compel
        Employer to make payments hereunder. Employer may direct the Trustee to
        reimburse Employer for payments made directly by Employer to
        Participants.

       

      (1) In
        the
        event payments are made by Employer directly to Participants, Employer shall
        have sole responsibility for the reporting and withholding of any federal,
        state, or local taxes that may be required to be withheld with respect to
        the
        payment of benefits pursuant to the terms of the Plan(s) and shall pay amounts
        withheld to the appropriate taxing authority.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (2) Trustee
        shall have no duty or responsibility with respect to the above stated reporting,
        withholding or payment of taxes and shall have no responsibility to determine
        that Employer has provided for such reporting, withholding or payment of
        such
        taxes.

       

      (3) Employer
        shall indemnify and hold the Trustee harmless from any and all losses, claims,
        penalties or damages which may occur as a result of the Trustee following
        in
        good faith the written direction of Employer to reimburse Employer for payments
        made hereunder to Participants and arising from Employer’s tax reporting,
        withholding and payment obligations hereunder.

       

      (d) Upon
        the
        satisfaction of all liabilities of Employer under all Plans to all Participants
        the Trustee shall hold or distribute the Trust in accordance with the written
        instructions of Employer. Except as provided in (c) above, at no time prior
        to
        Employer's Insolvency, as defined in Article XI, or the satisfaction of all
        liabilities of Employer under the Plans in respect of all Participants having
        Accounts hereunder shall any part of the Trust revert to Employer.

       

      4.3 Accounts
        and Records.
        The
        Trustee shall keep accurate and detailed records of all investments, receipts,
        disbursements and all other transactions required to be done, including such
        specific records as shall be agreed upon in writing between Employer and
        the
        Trustee. All such accounts, books and records shall be open to inspection
        and
        audit at all reasonable times by Employer and by the Participants. Within
        sixty
        (60) days after the close of each quarter and Plan year and within sixty
        (60)
        days after the resignation or removal of the Trustee as provided in Article
        VI
        hereof, the Trustee shall render to Employer a written account showing in
        reasonable summary the investments, receipts, disbursements and other
        transactions engaged in by the Trustee during the preceding Plan Year or
        accounting period with respect to the Trust. Such accounting shall set forth
        the
        assets, liabilities and transactions of the Trust. Employer shall have sixty
        (60) days after the Trustee's mailing of each such quarterly or final account
        within which to file with the Trustee written objections to such account.
        Upon
        the expiration of each such period, the Trustee shall be forever released
        and
        discharged from all liability and accountability to Employer with respect
        to the
        propriety of its acts and transactions shown in such accounting except with
        respect to any such acts or transactions as to which Employer files written
        objections within such sixty-day period with the Trustee.

       

      Notwithstanding
        anything herein to the contrary, the Trustee shall have no duty or
        responsibility to obtain valuations of any assets of the Trust Fund, the
        value
        of which is not readily determinable on an established market. Employer shall
        bear sole responsibility for determining said valuations and shall be
        responsible for providing said valuations to the Trustee in a timely manner.
        The
        Trustee may conclusively rely on such valuations provided by Employer and
        shall
        be indemnified and held harmless by Employer with respect to such
        reliance.

       

      4.4 Reports.
        The
        Trustee shall file such descriptions and reports and shall furnish such
        information and make such other publications, disclosures, registrations
        and
        other filings as are required of the Trustee by law. The Trustee shall have
        no
        responsibility to file reports or descriptions, publish information or make
        disclosures, registrations or other filings unless directed by
        Employer.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      4.5 Follow
        Employer Direction.
        The
        Trustee shall have the power and duty to comply promptly with all proper
        directions of Employer.

       

      4.6 Information
        to be Provided to the Trustee.
        Employer shall maintain and furnish the Trustee with all reports, documents
        and
        information as shall be required by the Trustee to perform its duties and
        discharge its responsibilities under this Trust Agreement, including without
        limitation a certified copy of each of the Plans and all amendments thereto.
        In
        addition, upon a Change of Control, Employer shall promptly provide the Trustee
        with written reports setting forth the name, address, date of birth and social
        security number of each Participant, a listing of each Participant’s Account as
        of the last valuation prior to the Change of Control and a listing of each
        Participant’s benefit under each Plan as of the most recent valuation date prior
        to the Change of Control. Notwithstanding the foregoing, at any time after
        a
        Change of Control, the Trustee may rely on information provided to the Trustee
        by a Participant if Employer fails to provide such information.

       

      The
        Trustee shall be entitled to rely on the most recent reports, documents and
        information furnished to it by Employer. Employer shall be required to notify
        the Trustee as to the termination of employment of any Participant by death,
        disability, retirement or otherwise.

       

      Employer
        shall arrange for each Investment Manager if appointed pursuant to Section
        2.1,
        and each insurance company issuing contracts held by the Trustee pursuant
        to
        Section 3.1(k), to furnish the Trustee with such valuations and reports as
        are
        necessary to enable the Trustee to fulfill its obligations under this Trust
        Agreement, and the Trustee shall be fully protected in relying upon such
        valuations and reports.

       

      4.7 Payments
        to Participants and Recording Upon Change of Control.

       

      (a) Following
        a Change of Control, the Trustee shall not be subject to the provisions of
        Section 4.2(a) (regarding payments to Participants directed by Employer),
        but rather shall commence distributions from the separate Account of a
        Participant upon the receipt of written notification by Employer or by the
        Participant that such Participant has become entitled to receive benefit
        payments under a Plan. Such notification shall include the amount of such
        payments, the form and method of payment, the basis for the Participant’s claim
        and the Participant’s name, address and social security number.

       

      The
        Trustee may take any reasonable steps it deems necessary to verify that the
        Participant is entitled to receive the benefits claimed under the Plans.
        If the
        Trustee determines in good faith that a Participant is entitled to receive
        benefits under one or more of the Plans, the Trustee shall distribute to
        the
        Participant assets from the Trust in an amount equal to the benefit due
        Participant (less applicable withholdings). The Trustee shall have no
        responsibility for and shall incur no liability with respect to any payment
        made
        pursuant to a direction received in accordance with this Section 4.7 or
        with respect to the Trustee’s good faith determination that a Participant is or
        is not entitled to the payments claimed hereunder.

       

      (b) Upon
        a
        Change of Control, the Trustee shall maintain all records regarding the Trust
        and its investments and such other Participant records specified in this
        Trust
        Agreement, including the maintenance of the separate Accounts of each
        Participant as provided in Section 1.12. All such records shall be made
        available promptly on the request of Employer. The Trustee shall also prepare
        and distribute annual or more frequent statements to the
        Participants.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        V

       

      RESTRICTIONS
        ON TRANSFER

       

      5.1 Persons
        to Receive Payment.

       

      (a) The
        Trustee shall, except as otherwise provided in Article XI, Section 4.2(d)
        and Subsection (b) hereunder, pay all amounts payable hereunder only to the
        person or persons designated under the Plans or deposit such amounts to the
        Participant's checking or savings account as directed by Employer and not
        to any
        other person or corporation, and only to the extent of assets held in the
        Trust,
        and shall follow written instructions by Employer. Prior to a Change of Control,
        Employer's written instructions, to the Trustee to make distributions or
        not to
        make distributions, and the amount thereof, shall be conclusive on all
        Participants. Upon and following a Change of Control, distributions shall
        be
        made in accordance with Section 4.7 of this Trust Agreement.

       

      (b) Should
        any controversy arise as to the person or persons to whom any distribution
        or
        payment is to be made by the Trustee, or as to any other matter arising in
        the
        administration of the Plans or Trust, the Trustee may retain the amount in
        controversy pending resolution of the controversy or the Trustee may file
        an
        action seeking declaratory relief and/or may interplead the Trust assets
        in
        issue, and name as necessary parties Employer, the Participants and/or any
        or
        all persons making conflicting demands.

       

      (c) The
        Trustee shall not be liable for the payment of any interest or income, except
        for that earned as a Trust investment, on any amount withheld or interpleaded
        under subsection (b).

       

      (d) The
        reasonable expenses of the Trustee for taking any action under subsection
        (b)
        shall be paid to the Trustee by Employer, but if Employer fails to pay such
        expenses within thirty (30) days of receipt of an invoice from the Trustee,
        then such expenses shall be paid to the Trustee from the Trust.

       

      5.2 Assignment
        and Alienation Prohibited.
        Benefits payable to Participants under this Trust Agreement may not be
        anticipated, assigned (either at law or in equity), alienated, pledged,
        encumbered or subjected to attachment, garnishment, levy, execution or other
        legal or equitable process. Notwithstanding the foregoing, the Trust shall
        at
        all times remain subject to the claims of creditors of Employer in the event
        Employer becomes Insolvent as provided in Article XI.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        VI

       

      RESIGNATION,
        REMOVAL AND SUCCESSION

       

      6.1 Resignation
        or Removal of the Trustee.
        The
        Trustee may resign at any time by written notice to Employer, which shall
        be
        effective ten (10) days after receipt of such notice unless Employer and
        the Trustee agree otherwise. Prior to a Change of Control, Employer may remove
        the Trustee upon ten (10) days’ written notice to the Trustee (which notice
        may be waived by the Trustee). Upon and after the occurrence of a Change
        of
        Control, the Trustee may be removed only (i) by Employer with the written
        consent of a majority of Participants; or (ii) by the written notice of a
        majority of Participants. The Trustee may conclusively rely on Employer’s
        certification that a majority of Participants has consented to the removal
        of
        the Trustee.

       

      6.2 Designation
        of Successor.
        Upon
        notice of the Trustee's resignation or removal, Employer shall immediately
        designate a successor Trustee who will accept transfer of the assets of the
        Trust unless otherwise agreed to by the Trustee; provided that, upon and
        after
        the occurrence of a Change of Control, such appointment shall be effected
        only
        (i) by Employer with the written consent of a majority of the Participants;
        or (ii) by the written notice of a majority of the Participants. The
        Trustee may conclusively rely on Employer’s certification that a majority of
        Participants has consented.

       

      Notwithstanding
        the preceding paragraph, if a successor Trustee is not designated within
        ten (10) days of notice of the Trustee's resignation or removal, then the
        President and Chief Financial Officer of Employer are hereby designated as
        the
        successor Co-Trustees. If such individuals are Participants in the Plan,
        then
        the highest ranking officer or executive of Employer who is not a Participant
        in
        the Plan shall be the successor Trustee.

       

      6.3 Transfer
        of Assets.
        Upon
        resignation or removal of the Trustee and appointment of a successor Trustee,
        all assets shall subsequently be transferred to the successor Trustee. The
        transfer shall be completed as soon as administratively feasible after receipt
        of notice of resignation, removal or transfer and appointment of and acceptance
        by successor Trustee, unless Employer extends the time limit.

       

      6.4 Court
        Appointment of Successor.
        If the
        Trustee resigns or is removed, a successor shall be appointed, in accordance
        with Section 6.2 hereof, by the effective date of resignation or removal
        under
        paragraph 6.1 of this Article VI. If no such appointment has been made
        after a Change of Control, the Trustee may apply to a court of competent
        jurisdiction for appointment of a successor or for instructions. All reasonable
        expenses of the Trustee in connection with the proceeding shall be paid by
        Employer within thirty (30) days of receipt from the Trustee of an invoice
        for such expenses, or if not so paid, shall be allowed as administrative
        expenses of the Trust. Until a successor Trustee is appointed, the Trustee
        shall
        be entitled to be compensated for its services according to its published
        fee
        schedule then in effect for acting as Trustee.

       

      6.5 Successor's
        Powers.
        A
        successor Trustee shall have the same powers and duties as those conferred
        upon
        the original Trustee hereunder. A resigning Trustee shall transfer the Trust
        assets and shall deliver the assets of the Trust to the successor Trustee
        as
        soon as practicable. The resigning Trustee is authorized, however, to reserve
        such amount as may be necessary for the payment of its fees and expenses
        incurred prior to its resignation, and the Trust assets shall remain liable
        to
        reimburse the resigning Trustee for all fees and costs, expenses or attorneys'
        fees or losses incurred, whether before or after resignation, due solely
        to the
        Trustee's holding title to and administration of Trust assets.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      6.6 Successor's
        Duties.
        A
        successor Trustee shall have no duty to audit or otherwise inquire into the
        acts
        and transactions of its predecessor.

       

      ARTICLE
        VII

       

      AMENDMENT

       

      7.1 Power
        to Amend.
        This
        Trust Agreement may be amended by a written instrument executed by the Trustee
        and Employer. No such amendment shall conflict with the terms of the Plan(s)
        nor
        shall it make the Trust revocable after it has become irrevocable in accordance
        with Section 1.2.

       

      7.2 Limitation
        on Amendments Following a Change of Control.
        Following a Change of Control, no amendment signed by Employer and the Trustee
        shall become effective without the written consent of a two-thirds majority
        of
        the Participants then participating in the Plan. The Trustee may conclusively
        rely on Employer’s certification that two-thirds majority has voted in favor of
        amendment.

       

      ARTICLE
        VIII

       

      LIABILITIES

       

      8.1 Declaration
        of Intent.
        To the
        full extent permitted by law, it is the intent of this Article to relieve
        each
        fiduciary from all liability for any acts or omissions of any other fiduciary
        or
        any other person and to declare the absence of liabilities of all persons
        referred to in this Article to the extent not imposed by law or by provisions
        of
        this Trust Agreement. Each of the following Sections, in declaring such
        limitation, is set forth without limiting the generality of this Section
        but in
        each case shall be subject to the provisions, limitations and policies set
        forth
        in this Section.

       

      8.2 Liability
        of the Trustee.

       

      (a) The
        Trustee shall have no powers, duties or responsibilities with regard to the
        administration of the Plans or to determine the rights or benefits of any
        person
        having or claiming an interest under the Plans or in the Trust or under this
        Trust Agreement or to examine or control any disposition of the Trust or
        part
        thereof which is directed by Employer, as applicable.

       

      (b) The
        Trustee shall have no liability for the adequacy of contributions for the
        purposes of the Plans or for enforcement of the payment thereof.

       

      (c) The
        Trustee shall have no liability for the acts or omissions of Employer or
        Fiduciaries.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (d) The
        Trustee shall have no liability for following proper directions of Employer
        or
        Employer's designated Fiduciaries, or any Participant when such directions
        are
        made in accordance with this Trust Agreement and the Plans.

       

      (e) During
        such period or periods of time, if any, as Employer or Investment Manager
        (collectively, "Fiduciary") is directing the investment and management of
        Trust
        assets, the Trustee shall have no obligation to determine the existence of
        any
        conversion, redemption, exchange, subscription or other right relating to
        any
        securities purchased on the directions of such Fiduciary if notice of any
        such
        right was given prior to the purchase of such securities. If such notice
        is
        given after the purchase of such securities, the Trustee shall notify such
        Fiduciary. The Trustee shall have no obligation to exercise any such right
        unless it is instructed to exercise such right, in writing, by the Fiduciary
        within a reasonable time prior to the expiration of such right.

       

      (f) During
        such period or periods of time, if any, as a Fiduciary is directing the
        investment and management of Trust assets, if such Fiduciary directs the
        Trustee
        to purchase securities issued by any foreign government or agency thereof,
        or by
        any corporation domiciled outside of the United States, it shall be the
        responsibility of the Fiduciary to advise the Trustee in writing with respect
        to
        any laws or regulations of any foreign countries or any United States
        territories or possessions which shall apply, in any manner whatsoever, to
        such
        securities, including, but not limited to, receipt of dividends or interest
        by
        the Trustee for such securities.

       

      8.3 Indemnification.

       

      (a) Employer
        hereby agrees to indemnify and hold harmless the Trustee, its officers,
        directors, employees or agents, from and against any and all liabilities,
        claims
        for breach of fiduciary duty or otherwise, demands, damages, costs and expenses,
        including reasonable attorney’s fees, arising from (i) any act taken or omitted
        by the Trustee in good faith in accordance with or due to the absence of
        directions from Employer, its agents, or any Plan Participant, (ii) any act
        taken or omitted by a Fiduciary other than the Trustee in breach of such
        Fiduciary responsibilities under the Plan or this Agreement, and (iii) any
        action taken by the Trustee pursuant to a notification of an order to purchase
        or sell securities issued by Employer directly to a broker or
        dealer.

       

      (b) If
        the
        Trustee is named as a defendant in any lawsuit or other proceeding involving
        the
        Plan or the Trust for any reason including, without limitation, an alleged
        breach by the Trustee of its responsibilities under this Agreement, Employer
        hereby agrees to indemnify the Trustee against all liabilities, costs, and
        expenses, including reasonable attorneys’ fees, incurred by the Trustee unless
        the final judgment entered in the lawsuit or proceeding holds the Trustee
        guilty
        of negligence, willful misconduct, or a breach of fiduciary responsibility.
        If
        the final judgment holds the Trustee guilty of negligence, willful misconduct
        or
        a breach of fiduciary responsibility, Employer hereby agrees to indemnify
        the
        Trustee only against liability in excess of the Trustee’s allocable share of
        such liability.

       

      (c) Employer
        shall have the right, but not the obligation, to conduct the defense of the
        Trustee in any legal proceeding covered by this section. However, any legal
        counsel selected to defend the Trustee must be acceptable to the Trustee,
        and
        the Trustee may elect to choose counsel, including in-house counsel, other
        than
        that selected by Employer. Employer may satisfy all or any part of its
        obligations under this section through insurance arrangements acceptable
        to the
        Trustee.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        IX

       

      DURATION,
        TERMINATION AND REPAYMENTS TO EMPLOYER

       

      9.1 Revocation
        and Termination.
        The
        Trust shall not terminate until the date on which Participants are no longer
        entitled to benefits pursuant to the terms of the Plan(s) unless sooner revoked
        in accordance with Section 1.2 hereof. Upon termination of the Trust any
        assets
        remaining in the Trust shall be returned to Employer. In the event the Trust
        is
        terminated following the distribution of all payments and benefits called
        for
        herein, from the date of such termination of the Trust and until the final
        distribution of the remaining Trust assets, if any, the Trustee shall continue
        to have all the powers provided under this Trust Agreement that are necessary
        or
        desirable for the orderly liquidation and distribution of the
        Trust.

       

      9.2 Duration.
        This
        Trust shall continue in full force and effect for the maximum period of time
        permitted by law and in any event until the expiration of twenty-one years
        after
        the death of the last surviving person who was living at the time of execution
        hereof who at any time becomes a Participant in a Plan, unless this Trust
        is
        sooner terminated in accordance with this Trust Agreement.

       

      9.3 Payments
        to Employer Prior to Termination.
        No part
        of the Trust shall revert to Employer at any time prior to the earlier of
        Employer's Insolvency, as defined in Article XI, or the satisfaction of all
        liabilities under the Plans, as described in Section 9.1. Without in any
        way
        limiting the ability of the Employer to recover assets held by the Trust
        in
        accordance with the preceding sentence, Employer Securities not transferred
        to
        Participants in a Plan who are employees of a subsidiary of the Employer
        in
        satisfaction of a deferred compensation obligation under a Plan shall revert
        to
        the Employer (and not the subsidiary) upon termination of the
        Trust.

       

      9.4 Revocation
        by All Participants.
        Unless
        the Trust is revocable, upon written approval of all Participants entitled
        to
        payment of benefits pursuant to the terms of the Plan(s), Employer may terminate
        this Trust prior to the time all benefit payments under the Plan(s) have
        been
        made. All assets in the Trust at termination shall be returned to Employer.
        The
        Trustee may rely conclusively on Employer's directive that all Participants
        have
        consented to such revocation and termination.

       

      


       

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        X

       

      MISCELLANEOUS

       

      10.1 Emergencies
        and Delegation.

       

      (a) In
        case
        of an emergency, the Trustee may act in the absence of directions from any
        other
        person having the power and duty to direct the Trustee with respect to the
        matter involved and shall incur no liability in so acting.

       

      (b) By
        written notice to the Trustee, Employer may authorize the Trustee to act
        on
        matters in the ordinary course of the business of the Trust or on specific
        matters upon the signature of its delegate.

       

      10.2 Expenses
        and Taxes.

       

      (a) Employer,
        or at its option, the Trust, shall quarterly pay the Trustee its expenses
        in
        administering the Trust and reasonable compensation for its services as the
        Trustee at a rate to be agreed upon by the parties to this Trust Agreement,
        based upon the Trustee's published fee schedule. However, the Trustee reserves
        the right to alter this rate of compensation at any time by providing Employer
        with notice of such change at least thirty (30) days prior to its effective
        date. Reasonable compensation shall include compensation for any extraordinary
        services or computations required, such as determination of valuation of
        assets
        when current market values are not published and interest on funds to cover
        overdrafts. The Trustee shall have a lien on the Trust for compensation and
        for
        any reasonable expenses including counsel, appraisal, or accounting fees,
        and
        these shall be withdrawn from the Trust and may be reimbursed by
        Employer.

       

      (b) Reasonable
        counsel fees, reasonable costs, expenses and charges of the Trustee incurred
        or
        made in the performance of its duties, expenses relating to investment of
        the
        Trust such as broker's commissions, stamp taxes, and similar items and all
        taxes
        of any and all kinds that may be levied or assessed under existing or future
        laws upon or in respect to the Trust or the income thereof, and the Trustee's
        charges for issuing distribution checks to Participants or their representatives
        shall be paid from, and shall constitute a charge upon the Trust.

       

      (c) Employer
        shall pay any federal, state or local taxes on the Trust, or any part thereof,
        and/or the income therefrom. In the event any Participant is determined to
        be
        subject to federal income tax on any amount under this Trust Agreement prior
        to
        the time of payment hereunder, the entire amount determined to be so taxable
        shall, at Employer's direction, be distributed by the Trustee to such
        Participant from the Trust. For the above purposes, a Participant shall be
        determined to be subject to federal income tax with respect to the Trust
        upon
        the earlier of: (a) a final determination by the United States Internal Revenue
        Service ("IRS") addressed to the Participant which is not appealed to the
        courts; (b) an opinion of legal counsel designated in writing by Employer,
        addressed to Employer and the Trustee, that, by reason of Treasury Regulations,
        amendments to the Code, published IRS rulings, court decisions or other
        substantial precedent, amounts hereunder subject the Participant to federal
        income tax prior to payment. Employer shall undertake at its discretion and
        at
        its sole expense to defend any tax claims described herein which are asserted
        by
        the IRS against any Participant, including attorney fees and costs of appeal,
        and shall have the sole authority to determine whether or not to appeal any
        determination made by the IRS or by a lower court. Employer also agrees to
        reimburse any Participant under this Section for any interest or penalties
        in
        respect of tax claims hereunder upon receipt of documentation
        thereof.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      10.3 Third
        Parties.

       

      (a) No
        person
        dealing with the Trustee shall be required to follow the application of purchase
        money paid or money loaned to the Trustee nor inquire as to whether the Trustee
        has complied with the requirements hereof.

       

      (b) In
        any
        judicial or administrative proceedings, only Employer and the Trustee shall
        be
        necessary parties and no Participant or other person having or claiming any
        interest in the Trust shall be entitled to any notice or service of process
        (except as required by law). Any judgment, decision or award entered in any
        such
        proceeding or action shall be conclusive upon all interested
        persons.

       

      10.4 Adoption
        by Affiliated Employer.
        Any
        affiliate of Employer (an "Affiliated Employer") may adopt one or more of
        Employer's Plans with the approval of Employer, and the Affiliated Employer
        shall concurrently become a party to this Trust Agreement by giving written
        notice of its adoption of the Plans and this Trust Agreement to the Trustee.
        Upon such written notice, the Affiliated Employer shall become a signatory
        to
        this Trust Agreement.

       

      10.5 Binding
        Effect; Successor Employer.
        This
        Trust Agreement shall be binding upon and inure to the benefit of any successor
        to Employer or its business as the result of merger, consolidation,
        reorganization, transfer of assets or otherwise and any subsequent successor
        thereto. In the event of any such merger, consolidation, reorganization,
        transfer of assets or other similar transaction, the successor to Employer
        or
        its business or any subsequent successor thereto shall promptly notify the
        Trustee in writing of its successorship and shall promptly supply information
        required by the Trustee.

       

      10.6 Relation
        to Plans.
        All
        words and phrases used herein shall have the same meaning as in the Plans,
        and
        this Trust Agreement and the Plans shall be read and construed together.
        Whenever in the Plans it is provided that the Trustee shall act as therein
        prescribed, the Trustee shall be and is hereby authorized and empowered to
        do so
        for all purposes as fully as though specifically so provided herein or so
        directed by Employer.

       

      10.7 Mediation
        and Arbitration of Disputes.
        If a
        dispute arises under this Trust Agreement between or among Employer and the
        Trustee or any Participant, except as provided in Sections 5.1(b) and 6.4,
        the
        parties agree first to try in good faith to settle the dispute by mediation
        under the Commercial Mediation Rules of the American Arbitration Association.
        Thereafter, any remaining unresolved controversy or claim arising out of
        or
        relating to this Agreement, or the performance or breach thereof, shall be
        decided by non-binding arbitration in accordance with the Commercial Arbitration
        Rules of the American Arbitration Association and Title 9 of California Code
        of
        Civil Procedure Sections 1280 et seq. The sole arbitrator shall be a retired
        or
        former Judge associated with the American Arbitration Association. Each party
        shall bear its own costs, attorney's fees and its share of arbitration fees.
        The
        Alternate Dispute Resolution Agreement in this Agreement does not constitute
        a
        waiver of the parties' rights to a judicial forum in instances where arbitration
        would be void under applicable law, and does not preclude Bank from exercising
        it's rights to interplead the funds of the Account at the cost of the
        Account.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      10.8 Partial
        Invalidity.
        Any
        provision of this Trust Agreement prohibited by law shall be ineffective
        to the
        extent of any such prohibition, without invalidating the remaining provisions
        hereof. In the event of any such holding, Employer and the Trustee and, if
        applicable, Participants, will immediately amend this Trust Agreement as
        necessary to remedy any such defect.

       

      10.9 Construction.
        This
        Trust Agreement shall be governed by and construed in accordance with the
        laws
        of California.

       

      10.10 Notices.
        Any
        notice, report, demand or waiver required or permitted hereunder shall be
        in
        writing, shall be deemed received upon the date of delivery if given personally
        or, if given by mail, upon the receipt thereof, and shall be given personally
        or
        by prepaid registered or certified mail, return receipt requested, addressed
        to
        Employer and the Trustee as listed below in Article XII; if to a Participant,
        to
        the last mailing address provided to the Trustee with respect to such
        individual, provided, however, that if any party or his or its successor
        shall
        have designated a different address by written notice to the other parties,
        then
        to the last address so designated.

       

      ARTICLE
        XI

       

      DISTRIBUTIONS
        IN THE EVENT OF INSOLVENCY OF EMPLOYER 

       

      11.1 Trustee
        and Employer Responsibility upon notice of Employer's Insolvency:

       

      (a) Insolvency.
        The
        Trustee shall cease payment of benefits to Participants if Employer is
        Insolvent. Employer shall be considered "Insolvent" for purposes of this
        Trust
        Agreement if (i) Employer is unable to pay its debts as they become due,
        or (ii)
        Employer is subject to a pending proceeding as a debtor under the United
        States
        Bankruptcy Code.

       

      (b) At
        all
        times during the continuance of this Trust, as provided in Section 1.4 hereof,
        the principal and income of the Trust shall be subject to claims of general
        creditors of Employer under federal and state law as set forth
        below.

       

      (1) The
        Board
        of Directors and the Chief Executive Officer of Employer shall have the duty
        to
        inform the Trustee in writing of Employer's Insolvency. If a person claiming
        to
        be a creditor of Employer alleges in writing to the Trustee that Employer
        has
        become Insolvent, the Trustee shall determine whether Employer is Insolvent
        and,
        pending such determination, the Trustee shall discontinue payment of benefits
        to
        Participants. If Trustee is unable to obtain information sufficient to ascertain
        Insolvency, the Trustee may seek instructions of a court of law or submit
        the
        matter for arbitration before the American Arbitration Association in accordance
        with paragraph (c) below or interplead the Trust Assets at the expense of
        the Trust.

       

      (2) Unless
        the Trustee has actual knowledge of Employer's Insolvency, or has received
        written notice from Employer or a person claiming to be a creditor alleging
        that
        Employer is Insolvent, the Trustee shall have no duty to inquire whether
        Employer is Insolvent. The Trustee may in all events rely on such evidence
        concerning Employer's solvency as may be furnished to the Trustee and that
        provides the Trustee with a reasonable basis for making a determination
        concerning Employer's solvency.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (3) If
        at any
        time the Trustee has determined that Employer is Insolvent, the Trustee shall
        discontinue payments to Participants and shall hold the assets of the Trust
        for
        the benefit of Employer's general creditors. Nothing in this Trust Agreement
        shall in any way diminish any rights of Participants to pursue their rights
        as
        general creditors of Employer with respect to benefits due under the Plan(s)
        or
        otherwise.

       

      (4) The
        Trustee shall resume the payment of benefits to Participants in accordance
        with
        Section 4.2 of this Trust Agreement only after the Trustee has determined
        that
        Employer is not Insolvent (or is no longer Insolvent).

       

      (5)
         Notwithstanding
        anything in the Plan to the contrary, in the event of the Insolvency of the
        Employer or a subsidiary who maintains a Plan that participates in this Trust,
        Employer Securities held by the Trust shall be subject to the claims of the
        creditors of the Employer and any such subsidiary.

       

      (c) Determination
        of Insolvency.
        Upon
        receipt of the aforesaid written notice of Employer's Insolvency and if the
        Trustee is not able to determine Employer’s solvency or Insolvency, the Trustee
        shall notify Employer, and Employer, within thirty (30) days of receipt of
        such
        notice, shall engage an arbitrator (the "Arbitrator") acceptable to the Trustee,
        from the American Arbitration Association to determine Employer's solvency
        or
        Insolvency. Employer shall cooperate fully and assist the Arbitrator, as
        may be
        requested by the Arbitrator, in such determination and shall pay all costs
        relating to such determination. The Arbitrator shall notify Employer and
        the
        Trustee separately by registered mail of its findings. If the Arbitrator
        determines that Employer is solvent or if once found Insolvent Employer is
        no
        longer Insolvent, the Trustee shall resume holding the Trust assets for the
        benefit of the Participants and may make any distributions called for under
        this
        Trust Agreement, including any amounts which should have been distributed
        during
        the period when the Trustee suspended distributions in response to a notice
        of
        Employer's Insolvency, including earnings (or losses) on such suspended
        distributions. If the Arbitrator determines that Employer is Insolvent or
        is
        unable to make a conclusive determination of Employer's Insolvency, the Trustee
        shall continue to retain the assets of the Trust until Employer's status
        of
        solvency or Insolvency is decided by a court of competent jurisdiction or
        it
        distributes all or a portion of the Trust assets to any duly appointed receiver,
        trustee in bankruptcy, custodian or to Employer's general creditors, but
        only as
        such distribution is ordered by a court of competent jurisdiction.

       

      The
        Trustee shall have no liability for relying upon the determination of the
        Arbitrator as to Employer's solvency or Insolvency.

       

      (d) If
        a
        court of competent jurisdiction orders distribution of only part of the Trust
        assets and does not specify the manner in which Trust assets are to be
        liquidated, the Trustee shall liquidate Trust assets as follows:

       

      (i) If
        such
        liquidation is ordered prior to a Change in Control, as directed by Employer;
        or

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (ii) If
        such
        liquidation is ordered after a Change in Control or upon Insolvency of Employer,
        as determined by the Trustee in its sole and absolute discretion.

       

      If
        Employer fails to provide instructions under subparagraph (i) above, as to
        the
        manner of liquidation within five (5) business days prior to the date the
        Trustee is required to comply with the court's order, the Trustee shall
        liquidate and shall have the authority to order any Investment Manager to
        liquidate the Trust assets in such manner as the Trustee shall determine
        in its
        sole and absolute discretion. The Trustee shall not be liable for any damages
        resulting from the Trustee's exercise in good faith of its power to liquidate
        assets as provided in this paragraph.

       

      (e) Provided
        that there are sufficient assets, if the Trustee discontinues the payment
        of
        benefits from the Trust pursuant to subsection (b)(3) hereof and subsequently
        resumes such payments, the first payment following such discontinuance shall
        include the aggregate amount of all payments due to Participants under the
        terms
        of the Plan(s) for the period of such discontinuance, less the aggregate
        amount
        of any payments made to Participants by Employer in lieu of the payments
        provided for hereunder during any such period of discontinuance of which
        the
        Trustee has actual knowledge.

       

      (f) Insolvency
        of Subsidiary Corporation.
        With
        respect to any assets contributed to this Trust for the benefit of Participants
        who are employees or service providers of a corporation which is a subsidiary
        corporation of the Employer, such assets shall also be subject to the claims
        of
        creditors of the subsidiary corporation and the provisions of this
        Section 11.1 shall be applied to such assets if the subsidiary corporation
        is determined to be Insolvent.

       

      Nothing
        in this Trust Agreement shall in any manner diminish any right of a Participant
        to pursue his or her rights as a general creditor of Employer with regard
        to
        payments under the Trust or otherwise.

       

      [CONTINUED
        ON FOLLOWING PAGE]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        XII

       

      EFFECTIVE
        DATE

       

      The
        effective date of this amended and restated Trust Agreement shall be January
        1,
        2005, unless as otherwise required by applicable law.

       

      “Trustee”          “Employer”

       

      UNION
        BANK OF CALIFORNIA, N.A.      ITLA
        CAPITAL CORPORATION

       

      Address: 
        530 B
        Street                                       
         888
        Prospect Street, Suite
        110           


       

           San
        Diego, CA
        92101                        La
        Jolla, CA
        92037                              


       

       

      


       

      By:  
        /s/ 
        Pamela L. Uyehara      
              By:
        /s/  Jeffrey L. Lipscomb______

               Vice
        President                         Chairman
        of the
        Compensation Committee

                                                         of
        the Board of
        Directors 

      


       

          
        Pamela L.
        Uyehara                          
        Jeffrey
        L. Lipscomb___________

             (typed
        or printed
        name)    (typed
        or
        printed name)

       

      Dated: 6/29/06                                           
           Dated:  
        6/29/06                                       


       

      


       

      By: /s/
        Dolores Sarmiento   _______   By:
        _________________________ 

         Vice
        President                         

      


       

         
        Dolores Sarmiento        
____________________________

           
(typed
        or printed name)   
(typed
        or
        printed name)

       

      Dated: 
        6/29/06                                           
           Dated:_______________________

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      


       

      The
        following nonqualified deferred compensation plans (the “Plans”) maintained by
        ITLA Capital Corporation and funds held pursuant to the Trust Agreement are
        intended to be used to pay benefits under such Plans:

       

      
        	·	
                The
                  ITLA Capital Corporation Supplemental Executive Retirement
                  Plan

              


      

       

      
        
          
            	·	
                    The
                      ITLA Capital Corporation Consolidated Nonqualified Deferred
                      Compensation
                      Plan

                  


          

        

      

       

      
        	·	
                ITLA
                  Capital Corporation Salary Continuation
                  Plan.

              


      

       

      For
        purposes of applying the terms of the Agreement with respect to the funding
        of
        benefits under the ITLA Capital Corporation Salary Continuation Plan, the
        term
“Change in Control” shall be defined as set forth in Section 1.1 of the ITLA
        Capital Corporation Salary Continuation Plan.