FREMONT GENERAL CORP
EXHIBIT 10.19
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<DESCRIPTION>EXHIBIT 10.19
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                                                                  EXHIBIT 10.19

                     Management Incentive Compensation Plan

               Fremont General Corporation & Affiliated Companies

PLAN OBJECTIVES
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        -       Attract and retain key employees.

        -       Encourage, reinforce, and reward key employees for achieving or
                exceeding specific annual pretax earnings goals.

        -       Uphold our long standing belief that our actions speak louder
                than words, and our results speak for themselves.

                The details of how you can be substantially rewarded for your
contribution to Fremont General Corporation and its affiliated companies (the
"Company") are described in this booklet. Please carefully read the following
pages as they outline the Plan.


ELIGIBILITY
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        -       The Plan year runs from January 1 through December 31.
                Participants must be actively employed by the Company and in
                good standing at the end of the Plan year.

        -       Participants must be actively employed in an eligible position
                as of June 30 for full participation in that year's Plan.
                Exceptions must be approved by the Senior Vice President and
                Chief Administrative Officer of Fremont General Corporation.

        -       Participants must achieve an individual performance rating of
                "satisfactory" or better to be eligible.

        -       Participants must be employed and in good standing by the
                Company at the time the bonus is paid.


DETERMINATION OF FUND
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                The bonus fund for Fremont General Corporation and its
affiliated companies is determined by the degree to which each company achieves
its pretax earnings goal established in the annual business plan. Funding of the
Plan will commence at 80% achievement of pretax earnings targets to a maximum of
120%. The bonus fund is increased as participants become eligible during the
Plan year, or reduced as participants become ineligible for the Plan.


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BONUS OPPORTUNITIES
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                "Target" bonus is expressed as a percentage of annualized base
        salary. The personalized statement in this booklet illustrates the range
        (minimum, target, and maximum) of bonus opportunity for the Plan year.

                Bonuses are paid in the first quarter following the close of the
        Plan year. Bonuses are subject to all applicable tax withholding and
        reporting requirements then in effect.


GENERAL PROVISIONS
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NEW HIRES/PROMOTIONS

                New hires and promotions occurring during the Plan year must
        meet the eligibility criteria to be considered an eligible participant.

TRANSFERS

                In the event of a transfer, bonuses will be allocated to the
        Company where the participant was employed the majority of the Plan
        year.

LEAVES OF ABSENCE

                Bonuses are calculated based on the number of months the
        participant worked in an eligible position. Participants on leaves of
        absence that extend beyond ninety (90) days during the Plan year will
        not be eligible for full participation. Participants on leaves of
        absence in excess of six (6) months during the Plan year will be
        disqualified from any participation in that year's bonus.

CORRECTIVE ACTION OR REMEDIAL PROCEDURES

                If a participant engages in conduct which results in remedial
        procedures and/or corrective action at or before the time a bonus is
        paid, or the employee is otherwise not in good standing with the Company
        at such time, then, notwithstanding any other provisions of this Plan,
        all or part of any unpaid bonus may be reduced or eliminated at the sole
        discretion of the Company.

RETIREMENT/DISABILITY/DEATH

                If a participant terminates employment for reasons of normal
        retirement (age 65), total disability, or death, the bonus will be
        prorated based on the number of months the participant worked in an
        eligible position.

TERMINATION

                Termination of employment, for the purposes of this Plan, shall
        mean the day the participant leaves the job, which may or may not be the
        last day on the Company's payroll.



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PLAN PARTICIPATION
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                Participation in the Plan with respect to a certain plan year is
        not in and of itself to be construed as evidence of a right to
        participate in any subsequent plan year. For each successive plan year,
        participation shall be confirmed only by properly approved designation
        of the Employee as a participant.


PLAN CHANGES AND INTERPRETATION
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                The Company reserves the right at its sole and absolute
        discretion to revise, supplement, or discontinue all or part of this
        Plan at any time without notice. All decisions of the Company in regard
        to interpretation and application of the Plan shall be final and not
        subject for appeal or review. Furthermore, the Plan does not constitute
        a contract of employment or other contractual arrangement and nothing
        contained herein, nor any modifications subsequently adopted, shall be
        construed to limit the rights the Company has to terminate the
        Employee's employment, including the Company's right to terminate at
        will or without cause or notice.



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