INDYMAC BANCORP, INC.

                             DIRECTOR EMERITUS PLAN

THIS DIRECTOR EMERITUS PLAN ("Plan") has been adopted by the board of directors
(the "Board") of IndyMac Bancorp, Inc. (the "Company") effective as of April 30,
2003.

                                    RECITALS

A. The Company desires to provide certain retirement benefits to members of the
Board and of the board of directors of the Company's principal subsidiary,
IndyMac Bank, F.S.B. (the "Bank") who are not, and who have not been, employees
of the Company or any of its subsidiaries and who are selected by the Board to
participate in this Plan.

B. The Company has previously maintained a Director's Retirement Plan, adopted
by the Board effective as of July 1, 1995 (the "Prior Plan"), and certain
retired directors of the Company (the "Prior Plan Participants") are currently
receiving benefits under the Prior Plan. Concurrently with the adoption of this
Plan, the Board has taken appropriate action to terminate the Prior Plan, except
with respect to (i) the Prior Plan Participants, who shall continue to be
entitled to receive the benefits to which they are entitled under the Prior Plan
and any agreement with the Company related thereto, and (ii) any director of the
Company who is not, and who has not been, an employee of the Company or any of
its subsidiaries, and who has served as a director of the Company for 10 or more
years as of April 30, 2003, who, in view of the length of service on the Board,
shall remain eligible to receive benefits under the Prior Plan in accordance
with its terms, and not under this Plan, upon retirement from the Board.

                                 PLAN PROVISIONS

      Section 1. Plan Participants.


      1.1   Eligibility. The persons eligible to participate in and receive
            payments under this Plan (referred to in this Plan as
            "Participants") shall be those members of the Board or of the board
            of directors of the Bank who are selected by the Board in its sole
            discretion and who as of their retirement from service as a director
            of the Company or the Bank are not, and have not previously been, an
            employee of the Company or any of its subsidiaries. Persons who are
            selected by the Board for this purpose must, as a further condition
            to becoming a Participant in this Plan, execute and deliver to the
            Company a Participant Agreement in the form attached as Attachment 1
            to this Plan.

      Section 2. Benefits.


      2.1   Amounts Payable. A Participant shall be entitled to receive an
            annual benefit payment in the amount determined as provided below
            for the number of calendar



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            years following the Participant's retirement from service as a
            director that equals the Participant's years of service as a
            director or until the Participant's earlier death. If the
            Participant has not received five such annual payments as of the
            date of his or her death, the remaining payments up to five such
            payments (including payments received by the Participant prior to
            his or her death) shall be made to the beneficiary designated for
            that purpose by the Participant in the applicable Participant
            Agreement or, if no such designation by the Participant is then in
            effect, then to the person or persons determined in accordance with
            the will of the Participant or, if applicable, the laws of intestate
            succession. As used in this Plan, the term "year of service" means
            service as a director of the Company or the Bank for a period of 12
            consecutive calendar months. The amount of the annual payment which
            a Participant shall be entitled to receive shall be equal to the
            following percentage of the average of the annual cash compensation,
            including annual retainer, meeting, committee and committee chairman
            fees ("Annual Cash Compensation"), paid to the Participant for his
            or her service as a director of the Company or of the Bank during
            the last 36 months preceding the Participant's retirement from such
            service:



                                            YEARS OF SERVICE                                            PERCENTAGE
                                            ----------------                                            ----------
                                                                                                     
                              Less than 7 years                                                             0%
                              7 years or more, but less than 10                                            45%
                              10 years or more, but less than 15                                           70%
                              15 years or more                                                             95%


            As an example of the above calculation, a person who had eight years
            of service as a director of the Company or of the Bank and whose
            average Annual Cash Compensation for such service was $100,000,
            would, if selected by the Board to become a Participant in this Plan
            upon his or her retirement from service as a director, be entitled
            to receive eight annual cash payments in the amount of $45,000 each.
            If that Participant dies before having received five of such annual
            payments, the remaining payments up to a total of five (including
            the payments actually received by the Participant) will be made to
            the beneficiary designated by the Participant or, if no beneficiary
            designation is then in effect, such payments will be made to the
            person or persons specified in the Participant's will or by the
            applicable laws relating to intestate succession. If the Participant
            dies after having received five or more of such annual payments,
            then no further amounts will be payable with respect to the
            Participant under this Plan.

      2.2   Method and Time of Payment. The annual benefits payable to
            Participants under this Plan shall be paid in a single annual cash
            payment to each Participant on such date each year as shall be
            selected by the Committee referred to in Section 3.1 of this Plan
            and communicated to the Participant in connection with his or her
            retirement as a director. The first such payment shall be made as
            soon as reasonably practicable following the Participant's
            retirement from service as a director of the Company or

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            the Bank. The annual payment date selected by the Committee may be
            changed prospectively by written notice to the Participant.

      2.3   Change in Control.


            (a)   In the event of a Change in Control of the Company, each
                  person who is then a director of the Company or of the Bank
                  shall become entitled to receive payment of an amount equal to
                  the product of (A) the number of years the director has served
                  as a director of the Company or of the Bank, multiplied by (B)
                  the percentage of the average of the Annual Cash Compensation
                  that would be applicable with respect to the director pursuant
                  to Section 2.1 above if the director retired from service as a
                  director of the Company or the Bank and became a Participant
                  under this Plan as of the date that such Change in Control
                  occurs or, if such director has less than seven years of such
                  service, then a percentage of the average of the Annual Cash
                  Compensation paid to such director during the 36 months
                  preceding that date (or during his or her period of service as
                  a director if less than 36 months) equal to 45% multiplied by
                  the fraction that equals the director's number of years of
                  service divided by 7. In addition, each Participant who is
                  then entitled to receive payments under this Plan shall become
                  entitled upon a Change in Control to payment of an amount
                  equal to the aggregate of the remaining payments which the
                  Participant is then entitled to receive under this Plan. The
                  payments provided for in this paragraph upon a Change in
                  Control shall be in lieu of any other payments under this
                  Plan.

            (b)   The amounts payable pursuant to paragraph (a) above shall be
                  paid in a lump sum to each person entitled thereto at such
                  time as shall be determined by the persons who comprise the
                  Board prior to the Change in Control.

            (c)   As used in this Plan, the term "Change in Control" shall have
                  the meaning given to such term in the Company's 2002 Long Term
                  Incentive Plan, or any successor plan selected by the Board
                  for this purpose, as the same may be amended from time to
                  time.

      2.4   Tax Withholding. The Company shall have the right to withhold from
            the amounts otherwise payable under this Plan all such amounts as
            the Company shall in good faith determine are required to be
            withheld pursuant to applicable federal, state and other tax laws.

      Section 3. Administration; Amendment and Termination.

      3.1   Administration. This Plan shall be administered by the Nominating
            and Governance Committee of the Board or such other committee as may
            be designed by the Board (the "Committee"). The Committee shall have
            full authority to interpret the provisions of this Plan and the
            determinations of the Committee with respect thereto shall be final
            and binding. No director, officer, employee or advisor to or agent
            of the Company shall be liable to any person for any action taken or
            omitted to

<PAGE>

            be taken, or for any recommendation or advice given, in connection
            with the administration and interpretation of this Plan in good
            faith. No member of the Board or the Committee shall vote upon, or
            take any role in resolving, any question relating solely to his or
            her personal benefit under this Plan.

      3.2   Amendment and Termination. The Company, acting through the Board,
            may amend this Plan in any respect and may terminate this Plan at
            any time; provided, however, that no such amendment or termination
            shall operate to reduce or eliminate the payments that any
            Participant who is then eligible to receive payments under this Plan
            would otherwise receive hereunder.

      Section 4. Miscellaneous.

      4.1   Governing Law. This Plan shall be governed by and construed in
            accordance with the laws of the State of California without
            reference to the conflict of laws provisions or principles thereof.

      4.2   Coordination with Other Benefits. The benefits provided to a
            Participant under this Plan are intended to be in addition to any
            other benefits available to the Participant under any other plan,
            program or agreement that the Company or any of its subsidiaries may
            provide to such Participant.

      4.3   Captions. The captions used in this Plan are for convenience of
            reference only and shall not control or affect the meaning or
            interpretation of any of the provisions of this Plan.

      4.4   Benefits Not Assignable. None of the rights of a Participant under
            this Plan may be sold, transferred, assigned, anticipated, pledged,
            mortgaged or otherwise encumbered or conveyed in advance of actual
            receipt, except that the same may be transferred by will or the laws
            of descent and distribution in the event of the death of a
            Participant or the death of any such transferee from a Participant.
            In addition to, and not in limitation of, the foregoing, no part of
            the amounts payable under this Plan shall, prior to actual payment,
            be subject to seizure or sequestration for the payment of any debts,
            judgments, alimony or separate maintenance owed by a Participant or
            any other person, nor shall the same be transferable by operation of
            law in the event of a Participant's or any other person's bankruptcy
            or insolvency.

      4.5   General Creditor Obligations; Not Subject to ERISA. The obligations
            of the Company to make payments to any Participant under this Plan
            shall be unsecured and unfunded general creditor obligations of the
            Company. No Participant shall under any circumstances be deemed to
            acquire any property interest in any specific assets of the Company
            or any of its subsidiaries. This Plan is not intended to and shall
            not be administered or governed in any respect by the Employee
            Retirement Income Security Act of 1974, as amended.
<PAGE>

      4.6   No Right to Continue as Director. Nothing contained in this Plan
            shall be construed as conferring upon any person any right to
            continue as a director of the Company or the Bank.

      4.7   Successors. This Plan shall be binding upon the Company and its
            successors and assigns, including, without limitation, the surviving
            entity in any merger or consolidation of this Company with any other
            entity and upon any purchaser of all or substantially all of the
            assets of the Company.

      4.8   Severability. If any provision of this Plan shall be held by a court
            of competent jurisdiction to be invalid or unenforceable for any
            reason, the remaining provisions of this Plan shall nonetheless
            remain valid and enforceable in accordance with their terms.


                                      * * *


<PAGE>



                                  Attachment 1

                              Participant Agreement

THIS PARTICIPANT AGREEMENT ("Agreement") is entered into between [name of
Participant] ("Participant") and IndyMac Bancorp, Inc., a Delaware corporation
(the "Company").

                                    RECITALS

Participant has been selected by the board of directors of the Company to
receive director retirement payments under the Director Emeritus Plan adopted,
effective as of April __, 2003, by the board of directors of the Company (the
"Plan"). Entry into this Agreement is a condition of becoming a Participant
under and receiving payments under the Plan.

THEREFORE, the parties hereto agree as follows:

      1. Plan Benefits. The benefits payable to the Participant under the Plan
shall consist of ___ annual payments of $_________ each, subject to the
provisions of the Plan and of this Agreement.

      2. Noncompetition Agreement. As a condition to Participant's right to
receive payments under the Plan, Participant agrees that Participant will not
during the period that Participant is entitled to receive such payments
(including for this purpose the full calendar year in which Participant receives
the last of such payments), directly or indirectly, perform services for, serve
as a director, consultant or other advisor of, or have any equity interest
(other than ownership of less than 5% of the outstanding stock of a publicly
traded corporation) in any business entity that is substantially engaged in
mortgage banking activities relating to single family residential loans,
consumer banking business or any other business in which the Company is
substantially engaged as of the date of the retirement of Participant from the
board of directors of the Company or of any of its subsidiaries in any
geographic market in which the Company is then so engaged. If Participant
engages in any business activity in competition with the Company as described in
the preceding sentence, the Company shall be relieved of any further obligation
to make payments to Participant under the Plan.

      3. Confidentiality Agreement. Except as required by order of a court or
administrative agency of competent jurisdiction, and except to the extent
authorized by the Company, Participant shall maintain in confidence all
non-public information concerning the Company, its subsidiaries and their
respective businesses which Participant has acquired or has become aware of in
connection with his service as a director of the Company or of any of its
subsidiaries or in connection with any consultations that Participant may have
with the Company during the period Participant is receiving any payments
pursuant to the Plan. Participant further agrees not to use any such non-public
information for any purpose other than the business of the Company. If any court
or administrative agency seeks to require Participant to disclose any of

<PAGE>

such non-public information, Participant shall, at the Company's sole expense,
take such reasonable steps as Participant may deem appropriate to avoid or defer
such disclosure until the Company has had an opportunity to respond to such
court or administrative agency. Without limiting the right of the Company to
seek any other legal or equitable remedy to which the Company may be entitled,
in the event Participant breaches the confidentiality agreements set forth
herein the Company shall be relieved of any further obligation to make payments
to Participant under the Plan.

      4. Beneficiary Designation. The Participant hereby designates the person
whose name and address appears following the signature of the Participant below
to receive any payments that are payable under the Plan following the death of
the Participant. The Participant may change such designation by delivery of
written notice that such change to the Company, which notice shall only be
effective as provided in Section 5 below.

      5. Notices. Any notice required or permitted to be given under the Plan or
this Agreement shall be in writing and shall be deemed to have been given on the
date of delivery if delivered in person or by a commercial messenger service, or
on the fifth day after mailing by United States mail, registered or certified,
postage prepaid and properly addressed, as follows:



                        Participant:              Company:
                        -----------               --------
                                               
                                                  IndyMac Bancorp, Inc.
                                                  155 North Lake Avenue
                                                  Pasadena, California 91101
                                                  Attention:  General Counsel


      6. Amendments. No amendment of this Agreement shall be effective unless
such amendment is set forth in a written document that is signed by both parties
hereto.

      7. Waiver. No waiver of any provision of this Agreement or of the rights
and obligations of the parties hereto pursuant to this Agreement or the Plan
shall be effective unless such waiver is set forth in a written document that is
signed by the party giving such waiver. Any such waiver shall be effective only
in the specific instance and for the specific purpose stated in such writing.

      8. Severability. If any term or provision of this Agreement shall be
deemed to be invalid or unenforceable for any reason, the remainder of this
Agreement shall nonetheless remain valid and enforceable in accordance with its
terms.

      9. Captions. The captions used in this Agreement are included for
convenience of reference only and shall not control or affect the meaning or
interpretation of any of the provisions of this Agreement.

      10. Entire Agreement. This Agreement, together with the Plan, sets forth
the complete and final agreement of the Company and Participant relating the
subject matter hereof.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
_______________, _____.


Participant                               IndyMac Bancorp, Inc.


                                          by:
----------------------------------           ----------------------------------
      [Name of Participant]                  [Name and title of signing officer]



Name and Address of Beneficiary:

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Source: OneCLE Business Contracts.