ITLA CAPITAL CORP
EXHIBIT 10.3B
<DOCUMENT>
<TYPE>EX-10.3(B)
<SEQUENCE>4
<FILENAME>v94420exv10w3xby.txt
<DESCRIPTION>EXHIBIT 10.3B
<TEXT>
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                                                       Exhibit 10.3b


               ITLA CAPITAL CORPORATION CONSOLIDATED NONQUALIFIED
                           (EMPLOYER SECURITIES ONLY)
                           DEFERRED COMPENSATION PLAN

                           (Effective January 1, 2003)

ITLA Capital Corporation, a Delaware business corporation, has adopted the ITLA
Capital Corporation Consolidated Nonqualified (Employer Securities Only)
Deferred Compensation Plan (the "Plan") effective as of January 1, 2003. The
Plan is an unfunded plan, hereby adopted, established and maintained by ITLA
Capital Corporation (the "Company") for the purpose of providing benefits for
certain individuals as provided herein.

                                    ARTICLE I

                           ELIGIBILITY TO PARTICIPATE

        1.1 Eligibility to Participate. For purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Plan is
limited to a select group of management or highly compensated employees, and
shall at all times remain unfunded.

        1.2 Designated Participants. An executive or senior management employee
of the Company (which shall include for employment and compensation purposes all
other related employers of the Company under Section 414 of the Internal Revenue
Code of 1986, as amended (the "Code")) is eligible to become a Participant in
the Plan provided such employee is designated as a Participant below or such
employee is later designated by the Compensation Committee of the Board of
Directors of the Company and such designation is attached as a written amendment
to the Plan signed by a duly authorized officer of the Company. Under no
circumstance shall an employee below the level of First Vice President be
eligible to participate in the Plan. The following individuals shall constitute
the eligible Participants as of the Plan's effective date:

George W. Haligowski (effective January 1997)
Norval L. Bruce (effective January 1997)
Timothy Doyle (effective January 1997)
Steven Romelt (effective January 1997)
Don Nickbarg (effective May 2000)
William Schack (effective January 2002)
Scott Wallace (effective January 2002)
Lewis Horwitz  (effective October 2002)
Arthur Stribley (effective October 2002)
William Callam (effective January 2003)

Once an employee becomes a Participant, he or she shall remain a Participant
until all benefits to which he or she (or to the individual the Participant
designates as his or her "Designated Beneficiary" in such Participant's
designation of beneficiary form) is entitled to under the Plan have been paid.
To the extent George Haligowski's Employment Agreement dated July 28,2000 (as
the same may be thereafter amended).



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differs from the terms of the Plan, George Haligowski's Employment Agreement
shall be the controlling document.

        1.3 Written Deferral Election. The individuals described in Section 1.2
shall be eligible to participate in the Plan and may do so by filing a written
deferral election with the Company in a form approved by the Company. In the
first year in which a Participant becomes eligible to participate in the Plan,
the newly eligible Participant may make an election to defer compensation for
services to be performed subsequent to the election within thirty (30) days
after the date the person becomes eligible. For all other years, elections to
defer payment of compensation must be made before the beginning of the calendar
year for which the compensation is payable. Notwithstanding the foregoing, no
deferred elections shall be permitted under the Plan for calendar year 2003.
However, transfers to the Plan from the ITLA Capital Corporation Consolidated
Non-Qualified (Non-Employer Securities) Deferred Compensation Plan (the
"Non-Employer Securities Deferred Compensation Plan") shall be permitted during
calendar year 2003 relating to actual or deemed investments in ITLA Capital
Corporation stock as provided in the Non-Employer Securities Deferred
Compensation Plan.

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

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

                                   ARTICLE II



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                              DEFERRED COMPENSATION

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

                                   ARTICLE III

                                  DISTRIBUTION

        3.1 Distribution of Deferred Compensation Accounts. On the first day of
the month next following the date on which a Participant's employment with the
Company and all other related employers of the Company (as determined under
Section 414 of the Code) terminates for any reason including death, distribution
of the Participant's Deferred Compensation Account in accordance with the Plan
shall commence in accordance with one of the alternatives set forth below as
selected by the Participant. A Participant's initial selection of the method of
distribution shall be made in writing at the time the Participant first elects
to defer compensation under the Plan for any given calendar year. Any such
selection may be subsequently changed by a Participant by delivering a new
written election to the Company (such new written election shall automatically
revoke any prior written election). However, the most recent written election
received by the Company prior to the thirteenth (13th) month before the
Participant's termination of employment with the Company shall be controlling
and any written election received within thirteen (13) months prior to the
Participant's termination of employment with the Company shall be disregarded.
The alternative forms of distribution shall be:

                a) a single lump sum distribution of the Participant's Deferred
                Compensation Account;

                b) five annual installments with the first installment (1/5 of
                the Participant's Deferred Compensation Account) being
                distributed on the first day of the month next following the
                Participant's termination of employment and subsequent annual
                installments being made on each annual anniversary of the first
                distribution date (1/4 of the Participant's Deferred
                Compensation Account on the




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                second distribution date); or

                c) ten annual installments with the first installment (1/10 of
                the Participant's Deferred Compensation Account being
                distributed on the first day of the month next following the
                Participant's termination of employment) and subsequent annual
                installments being made on each annual anniversary of the first
                distribution date (1/9 of the Participant's Deferred
                Compensation Account on the second distribution date).

If the Participant fails to select a distribution method in writing,
distribution shall be made in a single lump sum. All distributions shall be made
solely in shares of ITLA Capital Corporation stock (except for cash in lieu of
fractional share interests). All such distributions from the Plan shall comply
with all applicable federal and state securities laws. All distributions under
the Plan shall be less applicable tax and other required or authorized
withholdings. Notwithstanding the distribution election made by a Participant
and notwithstanding that distributions have commenced in installments, the
distribution of the Participant's total remaining Deferred Compensation Account
shall be made in a single lump sum upon a Change of Control or termination of
the Plan.

        3.2 Participant's Death. If a Participant should die before full
distribution of his or her Deferred Compensation Account, such Participant's
remaining Deferred Compensation Account shall be distributed to the
Participant's Designated Beneficiary by the method designated by the Participant
in his or her most recent written election delivered to the Company at least
thirteen (13) months prior to his or her termination of employment with the
Company. Any written election received by the Company within thirteen (13)
months of the Participant's termination of employment with the Company shall be
disregarded. If a Participant has no Designated Beneficiary at the time of
death, then, notwithstanding any provision herein to the contrary, his or her
remaining Deferred Compensation Account shall be distributed to such
Participant's estate in a single lump sum distribution as soon as
administratively feasible following such Participant's death.

        3.3 Advance Distribution for Financial Hardship. In the event a
Participant incurs an Unforeseeable Financial Emergency, such Participant may
make a written request to the Company for a hardship withdrawal from his or her
Deferred Compensation Account established under the Plan, provided that the
entire amount requested by the Participant is not reasonably available from
other resources. The amount of the withdrawal will be net of applicable tax and
other required or authorized withholdings. An "Unforeseeable Financial
Emergency" shall mean an unforeseeable, severe financial hardship to such
Participant resulting from a sudden and unexpected illness or accident of the
Participant or a family member of the Participant, loss of property of the
Participant due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant. Withdrawals due to an unforeseeable emergency are only permitted to
the extent reasonably needed to satisfy the emergency need. This Section shall
be interpreted in a manner consistent with Section 1 .457-2(h)(4) and 1
.457-2(h)(5) of the Treasury Regulations. The Compensation Committee of the
Board of Directors of the Company shall determine in its sole discretion whether
an advance withdrawal shall be permitted due to an Unforeseeable Financial
Emergency. The Participant's



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



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

        3.5 Distribution for Tax Purposes. Anything herein to the contrary
notwithstanding, if, at any time, the Compensation Committee of the Board of
Directors of the Company determines that an amount in a Participant's Deferred
Compensation Account is includable in the gross income of the Participant and
subject to withholding tax, the Compensation Committee shall permit a lump sum
distribution in kind from the Participant's Deferred Compensation Account equal
in value to (a) the amount of withholding tax applicable to the phantom gross
income deemed received by the Participant from his or her Deferred Compensation
Account for income and/or employment tax purposes plus (b) the withholding tax
applicable to the amounts under subpart(a) and this subpart (b) constituting
gross income to the Participant for income and/or employment tax purposes. The
in kind distribution shall be made from the Trust to the Company to satisfy the
withholding tax obligation and the Participant's Deferred Compensation Account
shall be reduced by the number of shares of ITLA Capital Corporation stock so
distributed for withholding tax obligations.

        3.6 Limitation on Distribution to Covered Employees. Notwithstanding any
other provision of the Plan, in the event that the Participant is a "covered
employee" as defined in Section 162(m)(3) of the Code, or would be a covered
employee if the Participant's Deferred Compensation Account were distributed in
accordance with the other provisions of Article III, the maximum amount (based
upon the fair market value of the shares of ITLA Capital Corporation stock
distributed on the distribution date) which may be distributed from the
Participant's Deferred Compensation Account in any Plan Year shall not exceed
one million ($1,000,000) less the amount of compensation paid by the Company to
the Participant in such Plan Year which is not "performance-based" (as defined
in Code Section 162(m)(4)(C)). The amount of compensation which is not
"performance-based" shall be reasonably determined by the Company at the time of
the proposed distribution. Any amount which is not distributed to the
Participant in a Plan Year as a result of the limitation set forth in this
Section 3.6 shall be distributed to the Participant in the next Plan Year,
subject to compliance with the foregoing limitations set forth in this Section
3.6. The provisions of this Section 3.6 shall not apply if the Compensation
Committee of the Board of Directors of the Company, upon consultation with legal
counsel, determines that the restrictions of Code Section 162(m) do not apply to
the limit the deductibility of distributions made under the Plan (or otherwise
by the Company) to the Participant.

                                   ARTICLE IV

                        AMENDMENT AND TERMINATION OF PLAN

        4.1 Amendment or Termination. The Company intends the Plan to remain in
existence until all Participants in the Plan have received all of their benefits
payable under the Plan. The Company, however, reserves the right to amend or
terminate the Plan when, in the sole opinion of the Company, such amendment or
termination is advisable. Any such amendment or



                                       6
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termination shall be made pursuant to a resolution of the Compensation Committee
of the Board of Directors of the Company. No amendment or termination of the
Plan shall reduce the number of shares of ITLA Capital Corporation stock
credited to the Participant's Deferred Compensation Account below the balance
immediately prior to the effective date of the resolution amending or
terminating the Plan or delay the distribution date for the Participant's
Deferred Compensation Account.

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

                                    ARTICLE V

                                CLAIMS PROCEDURE

        5.1 Claims Procedure. An initial claim for benefits under the Plan must
be made by the Participant or his or her Designated Beneficiary to the Claims
Reviewer which shall be the Compensation Committee of the Board of Directors of
the Company (unless another person or organizational unit is designated by the
Company as Claims Reviewer), in accordance with the terms of this Claims
Procedure. Not later than 90 days after receipt of such a claim, the Claims
Reviewer will render a written decision on the claim to the claimant, unless
special circumstances require the extension of such 90-day period. If such
extension is necessary, the Claims Reviewer shall provide the Participant or his
or her Designated Beneficiary with written notification of such extension before
the expiration of the initial 90-day period. Such notice shall specify the
reason or reasons for such extension and the date by which the final decision
can be expected. In no event shall such extension exceed a period of 90 days
from the end of the initial 90-day period. In the event the Claims Reviewer
denies the claim of a Participant or his or her Designated Beneficiary in whole
or in part, the Claims Reviewer's written notification shall specify, in a
manner calculated to be understood by the claimant, the reason for the denial; a
reference to the Plan or other document or form that is the basis for the
denial; a description of any additional material or information necessary for
the claimant to perfect the claim; an explanation as to why such information or
material is necessary; and an explanation of the applicable claims procedure.
Should the claim be denied in whole or in part and should the claimant be
dissatisfied with the Claim's Reviewer's disposition of the claimant's claim,
the claimant may have a full and fair review of the claim by the Company upon
written request therefor submitted by the claimant or the claimant's duly
authorized representative and received by the Company within 60 days after the
claimant receives written notification that the claimant's claim has been
denied. In connection with such review, the claimant or the claimant's duly
authorized representative shall be entitled to review pertinent documents and
submit the claimant's views as to the issues in writing. The Company shall act
to deny or accept the claim within 60 days after receipt of the claimant's
written request for review unless special circumstances require the extension of
such 60-day period. If such extension is necessary, the Company shall provide
the claimant with written notification of such extension before the expiration
of such initial 60-day period. In all events, the Company shall act to deny or
accept the claim within 120 days of the receipt of the claimant's written
request for review. The action of the Company shall be in the form of a written
notice to the claimant and its contents shall



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include all of the requirements for action on the original claim. In no event
may a claimant commence legal action for benefits the claimant believes are due
the claimant until the claimant has exhausted all of the remedies and procedures
afforded the claimant by this Article V.

                                   ARTICLE VI

                                 ADMINISTRATION

        6.1 Unsecured Claims. The right of a Participant or a Participant's
Designated Beneficiary to receive a distribution hereunder shall be an unsecured
claim against the general assets of the Company, and neither a Participant nor
his or her Designated Beneficiary shall have any rights in or against any amount
credited to any Deferred Compensation Account under the Plan or any other assets
of the Company. The Plan at all times shall be considered entirely unfunded both
for tax purposes and for purposes of Title I of ERISA, as amended. Any assets or
investments hereunder shall continue for all purposes to be part of the general
assets of the Company and available to its general creditors in the event of
bankruptcy or insolvency. Deferred Compensation Accounts under the Plan and any
benefits which may be distributable pursuant to the Plan are not subject in any
manner to anticipation, sale, alienation, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Participant or a
Participant's Designated Beneficiary. The Plan constitutes a mere unsecured
promise by the Company to make benefit distributions in the future. No interest
or right to receive a benefit may be taken, either voluntarily or involuntarily,
for the satisfaction of the debts of, or other obligations or claims against,
such person or entity, including claims for alimony, support, separate
maintenance and claims in bankruptcy proceedings.

        6.2 Plan Administration. The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company, which shall
have the authority, duty and power to interpret and construe the provisions of
the Plan as the Compensation Committee deems appropriate including the authority
to determine eligibility for benefits under the Plan. The Compensation Committee
shall have the duty and responsibility of maintaining records, making the
requisite calculations and disbursing benefits hereunder. The interpretations,
determinations, regulations and calculations of the Compensation Committee shall
be final and binding on all persons and parties concerned. The Compensation
Committee may delegate any of its duties of Plan Administration to such
employees or other persons as it deems appropriate.

        6.3 Expenses. Expenses of administration shall be paid by the Company.
The Compensation Committee of the Board of Directors of the Company shall be
entitled to rely on all tables, certificates, opinions, data and reports
furnished by any accountant, controller, counsel or other person employed or
retained by the Company with respect to the Plan.

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



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<PAGE>

        6.5 No Enlargement of Rights. The sole rights of a Participant or
Designated Beneficiary under the Plan shall be to have the Plan administered
according to its provisions, to receive whatever benefits he or she may be
entitled to hereunder, and nothing in the Plan shall be interpreted as a
guaranty that any assets or funds in any trust which may be established in
connection with the Plan or assets of the Company will be sufficient to pay any
benefits hereunder. Further, the adoption and maintenance of the Plan shall not
be construed as creating any contract of employment between the Company and any
Participant. The Plan shall not affect the right of the Company to deal with any
Participants in employment respects, including their hiring, discharge,
compensation, and conditions of employment.

        6.6 Rules and Procedures. The Company may from time to time establish
rules and procedures which it determines to be necessary for the proper
administration of the Plan and the benefits payable to an individual in the
event that individual is declared incompetent and a conservator or other person
legally charged with that individual's care is appointed. Except as otherwise
provided herein, when the Company determines that such individual is unable to
manage his or her financial affairs, the Company may distribute such
individual's benefits to such conservator, person legally charged with such
individual's care, or institutions contributing toward or providing for the care
and maintenance of such individual. Any such distribution shall constitute a
complete discharge of any liability of the Company and the Plan to such
individual.

        6.7 Change of Control. Notwithstanding any provision to the contrary, in
the event of a Change of Control, as defined herein, Participants shall receive
their Deferred Compensation Accounts in a single lump sum distribution as soon
as administratively feasible following the date of the Change of Control. The
term "Change of Control" means the occurrence of any of the following events
with respect to the Company: (1) any person (as the term is used in section
13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act") is
or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly of securities of the Company representing 33.33% or
more of the Company's outstanding voting 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 of
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.



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        6.8 Information. Each Participant shall keep the Company informed of his
or her current address and the current address of his or her Designated
Beneficiary. The Company shall not be obligated to search for any person. If
such person is not located within three (3) years after the date on which
distribution of the Participant's benefits payable under the Plan may first be
made, distribution may be made as though the Participant or his or her
Designated Beneficiary had died at the end of such three-year period.

        6.9 Loss. Notwithstanding any provision herein to the contrary, neither
the Company nor any individual acting as an employee or agent of the Company
including the trustee of the Trust shall be liable to any Participant, any
Participant's Designated Beneficiary, or any other person for any claim, loss,
liability or expense incurred in connection with the Plan, unless attributable
to fraud or willful misconduct on the part of the Company or any such employee
or agent of the Company.

        6.10 Indemnification. The Company shall indemnify and hold harmless the
members of the Board of Directors, the trustee of the Trust and any other
persons to whom any responsibility with respect to the Plan is allocated or
delegated, from and against any and all liabilities, costs and expenses,
including attorneys' fees, incurred by such persons as a result of any act, or
omission to act, in connection with the performance of their duties,
responsibilities and obligations under the Plan and under ERISA, other than such
liabilities, costs and expenses as may result from the bad faith, willful
misconduct or criminal acts of such persons or to the extent such
indemnification is specifically prohibited by ERISA. The Company shall have the
obligation to conduct the defense of such persons in any proceeding to which
this Section applies. If any Board member or any person covered by this
indemnification clause determines that the defense provided by the Company is
inadequate, that member or person shall be entitled to retain separate legal
counsel for his or her defense and the Company shall be obligated to pay for all
reasonable legal fees and other court costs incurred in the course of such
defense unless a court of competent jurisdiction finds such person has acted in
bad faith or engaged in willful misconduct or criminal acts.

        6.11 Trust Matters. The Company's obligations under the Plan with
respect to Deferred Compensation Accounts may be satisfied with Trust assets
distributed in kind pursuant to the terms of the Plan and any such distribution
shall reduce the Company's corresponding obligation under the Plan with respect
thereto. The provisions of the Plan shall govern the rights of a Participant to
receive distributions pursuant to the Plan. The provisions of the Trust shall
govern the rights of the Company, Participants and the creditors of the Company
to the assets transferred to, invested by, and held in the Trust. The Company
shall at all times remain liable to carry out its obligations under the Plan.
Except for amendments to the Trust to comply with applicable laws, no amendment
or modification shall be made to the Trust with respect to the Plan without the
prior written consent of all Participants in the Plan who have Deferred
Compensation Accounts.

        6.12 Applicable Law. All questions pertaining to the construction,
validity and effect of the Plan shall be determined in accordance with the laws
of the State of California.



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        IN WITNESS WHEREOF, ITLA Capital Corporation has caused the Plan to be
executed on this 13th day of November, 2003.

By /s/ JEFFREY L. LIPSCOMB
   ------------------------------
   Jeffrey L. Lipscomb, Member of the Board
     of Directors
   Chairman of the Compensation Committee

On behalf of ITLA Capital Corporation



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