EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") has been executed as of July 1, 2001
by and between IndyMac Bank, F.S.B. ("Employer") and Grosvenor Nichols
("Officer").

                                   WITNESSETH:

WHEREAS, Employer desires to obtain the benefit of continued services of Officer
and Officer desires to continue to render services to Employer and its
affiliates.

WHEREAS, Employer and Officer desire to set forth the terms and conditions of
Officer's employment with Employer and its affiliates under this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows:

1.       TERM. Employer agrees to employ Officer and Officer agrees to serve
         Employer and its affiliates, in accordance with the terms hereof, for a
         term beginning on the date first written above and ending on December
         31, 2004, unless earlier terminated in accordance with the provisions
         hereof.

2.       POSITION, DUTIES AND RESPONSIBILITIES. Employer and Officer hereby
         agree that, subject to the provisions of this Agreement, Employer will
         employ Officer and Officer will serve Employer, as an Executive Vice
         President of Employer, or its affiliated companies, as determined by
         Employer. Affiliated companies shall include, without limitation, any
         direct or indirect subsidiary of Employer in which Employer holds less
         than 100% but at least a majority of the beneficial interest and voting
         control (a "New Public Company"). Employer agrees that Officer's duties
         hereunder shall be the usual and customary duties of such office and
         such further duties shall not be inconsistent with the provisions of
         applicable law. Officer agrees that Employer may add to or change
         Officer's duties as business considerations dictate, provided such
         changes are consistent with an Executive Vice President position of
         Employer as determined by the Chief Executive Officer of Employer.
         Officer shall have such official power and authority as shall
         reasonably be required to enable him to discharge his duties in the
         offices which he may hold. All compensation paid to Officer by Employer
         or any of its affiliates shall be aggregated in determining whether
         Officer has received the benefits provided for herein, but without
         prejudice to the allocation of costs among the entities to which
         Officer renders services hereunder.

3.       SCOPE OF THIS AGREEMENT AND OUTSIDE AFFILIATIONS. During the term of
         this Agreement, Officer shall devote his full business time and energy,
         except as expressly provided below, to the business, affairs and
         interests of Employer and its affiliates, and matters related thereto,
         and shall use his best efforts and abilities to promote their

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         respective interests. Officer agrees that he will diligently endeavor
         to promote the business, affairs and interests of Employer and its
         affiliates and perform services contemplated hereby, in accordance with
         the policies established by the Board of Directors of the applicable
         entity, which policies shall be consistent with this Agreement. If so
         requested by Employer, Officer agrees to serve without additional
         remuneration as an officer of one or more (direct or indirect)
         subsidiaries, affiliates or successors of Employer, subject to
         appropriate authorization by the affiliate, subsidiary or successor
         involved and any limitation under applicable law.

         During the course of Officer's employment as a full-time officer
         hereunder, Officer shall not, without the consent of Employer, compete,
         directly or indirectly, with Employer in the business then conducted by
         Employer or any of its affiliates or successors.

         Officer may make and manage personal business investments of his choice
         and serve in any capacity with any civic, educational or charitable
         organization, or any governmental entity or trade association, without
         seeking or obtaining approval by the Board of Directors, provided such
         activities and services do not materially interfere or conflict with
         the performance of his duties hereunder.

4.       COMPENSATION AND BENEFITS.

         a.       BASE SALARY. Employer shall pay to Officer a base salary in
                  respect of the fiscal year of Employer (a "Fiscal Year")
                  ending December 31, 2001 at the annual rate as set forth on
                  Appendix A (the "Annual Rate"). In respect of the Fiscal Years
                  ending in 2002, 2003, and 2004, the Chief Executive Officer of
                  Employer may increase the Annual Rate. While any such increase
                  shall be at the discretion of the Chief Executive Officer, it
                  is anticipated that, for any Fiscal Year, if Employer obtains
                  its earnings per share goal and the Officer receives a
                  performance rating of "meets expectations consistently," the
                  Annual Rate would possibly be increased between 0% and 10%.
                  During the term of this Agreement, Employer may not decrease
                  the Annual Rate below the amount set forth in Appendix A.

         b.       INCENTIVE COMPENSATION. Employer shall pay to Officer for each
                  of the Fiscal Years ending during the term of this Agreement
                  an incentive compensation award in an amount determined
                  pursuant to the Annual Incentive Plan attached hereto as
                  Appendix A. The terms of the Annual Incentive Plan shall be
                  determined in the first quarter of each Fiscal year during the
                  term of this Agreement, as mutually agreed upon by Employer
                  and Officer. If a new annual incentive plan is not executed by
                  Employer and Officer for any reason by the end of the first
                  quarter of the Fiscal Year (or within 90 days of the date of
                  this Agreement for the year 2001), then the maximum incentive
                  compensation award for the new Fiscal Year shall be deemed set
                  at 25% of Officer's base salary. In order to be eligible for
                  the incentive compensation award, Officer must still be
                  employed as of March 31st of the Fiscal Year following the
                  relevant Fiscal Year. The incentive compensation award payable

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                  to Officer for any Fiscal Year shall be paid no later than
                  thirty (30) days after completion and publication of the
                  applicable audited financial statements for such Fiscal Year.

         c.       GUARANTEED MINIMUM ANNUAL COMPENSATION. For each of the Fiscal
                  Years ending during the term of this Agreement, Officer shall
                  receive a guaranteed minimum annual cash compensation equal to
                  125% of the base salary, the components of which shall include
                  his base salary for such Fiscal Year and any incentive
                  compensation award applicable to such Fiscal Year, provided
                  Officer is still employed by Employer as of March 31 of the
                  following Fiscal Year.

         d.       STOCK OPTIONS AND RESTRICTED STOCK. Beginning with the 2001
                  Fiscal Year and in respect of each of the following Fiscal
                  Years during the term of this Agreement, Employer's public
                  company affiliate, IndyMac Bancorp, Inc., or any successor
                  public company ("Public Company"), may grant to Officer stock
                  options and/or restricted stock for such number of shares of
                  the Public Company's common stock as the Compensation
                  Committee of the Board of Directors of the Public Company
                  ("Compensation Committee") in its sole discretion determines,
                  taking into account Officer's and the Public Company's
                  performance and the competitive practices then prevailing
                  regarding the granting of stock options. Subject to the
                  foregoing, it is anticipated that the number of shares in
                  respect of each annual stock option and/or restricted stock
                  grant shall be in accordance with the number of shares granted
                  to officers of Employer at a level similar to Officer's level.
                  The stock options and/or restricted stock described in this
                  Section 4(d) in respect of a Fiscal Year shall be granted at
                  the same time as the Public Company grants stock options
                  and/or restricted stock to its other officers in respect of
                  such Fiscal Year.

                  Officer agrees that any stock options or restricted stock
                  granted to him under his prior Employment Agreement(s), or
                  granted separate from any such Employment Agreement(s), shall
                  be subject to the terms of the 2000 Stock Option Plan except
                  as may be expressly provided otherwise in this Agreement.

                  All stock options and restricted stock granted in accordance
                  with this Section 4(d): (i) shall be granted pursuant to the
                  Public Company's current stock option plan, or such other
                  stock ption plan or plans as may be or come into effect during
                  the term of this Agreement, (ii) shall be priced and vest in
                  accordance with the terms set by the Compensation Committee,
                  (iii) shall be subject to such other reasonable terms and
                  conditions as may be determined by the Compensation Committee
                  and set forth in the agreement or other document evidencing
                  the award, (iv) in the event that Officer's employment is
                  terminated due to death or Disability, shall, if then
                  unvested, become immediately and fully vested, (v) in the
                  event that Officer's employment is terminated through
                  resignation or by Employer for either Cause (as defined in
                  Section 5(c)) or Poor Performance (as defined in Section
                  5(d)), shall, if not then vested, immediately terminate, and
                  (vi) in the event that Officer's employment is terminated by
                  Employer other than for Cause (as defined in Section 5(e)),

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                  shall, if not then vested, become immediately and fully vested
                  only to the extent that such restricted stock or stock options
                  would, under the terms of such restricted stock or stock
                  options, vest within one (1) year of such termination.

                  All stock options granted in accordance with this Section 4(d)
                  shall give Officer the right, upon termination of his
                  employment hereunder, other than for Cause or Poor Performance
                  (as defined in Section 5(e)), to exercise such options for a
                  period of between 3 months and 12 months after such
                  termination as provided hereinafter (but in no event later
                  than their expiration date). In the event the vested options
                  held by Officer immediately after such termination represent
                  shares of common stock in an amount equal to or greater than
                  500,000, then the maximum period for the exercise of any
                  options shall be 12 months. In the event the vested options
                  held by Officer immediately after such termination represent
                  shares of common stock in an amount equal to or greater than
                  100,000 but less than 500,000, then the maximum period for the
                  exercise of any options shall be 6 months. In the event the
                  vested options held by Officer immediately after such
                  termination represent shares of common stock in an amount less
                  than 100,000, then the maximum period for their exercise shall
                  be 3 months.

                  If the Board of Directors of Employer determines, in its sole
                  and absolute discretion, that Officer is exhibiting "Poor
                  Performance," as described in Section 5(d), but there is not a
                  resulting termination of Officer's employment, the
                  Compensation Committee may, in its sole and absolute
                  discretion, cancel any outstanding, but unvested stock options
                  or restricted stock that were previously granted to Officer.

                  In the event that a New Public Company is formed and Officer
                  is assigned by the Chief Executive Officer to be employed by
                  that New Public Company, if such New Public Company is traded
                  on the New York Stock Exchange or the NASDAQ, then, in the
                  discretion of the Chief Executive Officer, up to 50% of the
                  not-yet-vested stock options and restricted stock of Officer
                  (whether previously granted hereunder or otherwise) may be
                  terminated and replaced with such alternate incentive
                  compensation (which may include stock options and/or
                  restricted stock of the New Public Company) as the Chief
                  Executive Officer may determine in his sole and absolute
                  discretion, provided such replacement compensation is
                  equivalent to the value of the replaced stock options and
                  restricted stock. Such alternate incentive compensation may be
                  granted on such terms and conditions as determined by the
                  Chief Executive Officer, which terms and conditions may differ
                  from those in this Agreement for comparable compensation,
                  provided such terms and conditions provide an equivalent value
                  to the replaced compensation. The Company shall select and
                  retain a nationally recognized firm to determine the value of
                  the stock options and restricted stock to be replaced and the
                  value of the replacement compensation, and such firm's final
                  valuation shall be accepted by both parties.

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         e.       ADDITIONAL BENEFITS. Officer shall also be entitled to all
                  rights and benefits for which he is otherwise eligible under
                  any bonus plan, stock purchase plan, participation or extra
                  compensation plan, executive compensation plan, pension plan,
                  profit-sharing plan, deferred compensation plan, life and
                  medical insurance policy, or other plans or benefits, which
                  Employer or its subsidiaries may provide for him, or provided
                  he is eligible to participate therein, for senior officers
                  generally or for employees generally, during the term of this
                  Agreement (collectively, "Additional Benefits"). Officer shall
                  also be entitled to five (5) weeks of vacation each Fiscal
                  Year, subject to all applicable policies of Employer relating
                  to vacation time. This Agreement shall not affect the
                  provision of any other compensation, retirement or other
                  benefit program or plan of Employer. If Officer's employment
                  is terminated hereunder, pursuant to Section 5(a), 5(b) or
                  5(e), Employer shall continue for the period specified in
                  Section 5(a), 5(b) or 5(e) hereof, to provide benefits
                  substantially equivalent to the life, disability and medical
                  insurance policies on behalf of Officer and his dependents and
                  beneficiaries which were being provided to them immediately
                  prior to Officer's Termination Date, but only to the extent
                  that Officer is not entitled to comparable benefits from other
                  employment.

5.       TERMINATION. The compensation and benefits provided for herein and the
         employment of Officer by Employer shall be terminated only as provided
         for below in this Section 5:

         a.       DISABILITY. In the event that Officer shall fail (with or
                  without reasonable accommodation), because of illness, injury
                  or similar incapacity ("Disability"), to render for four (4)
                  consecutive calendar months, or for shorter periods
                  aggregating eighty (80) or more business days in any twelve
                  (12) month period, services contemplated by this Agreement,
                  Officer's full-time employment hereunder may be terminated, by
                  written Notice of Termination from Employer to Officer; and
                  thereafter, Employer shall continue, from the Termination Date
                  until Officer's death or December 31, 2003, whichever first
                  occurs (the "Disability Payment Period"), (i) to pay
                  compensation to Officer, in the same manner as in effect
                  immediately prior to the Termination Date, in an amount equal
                  to (1) fifty percent (50%) of the then existing base salary
                  payable immediately prior to the termination, minus (2) the
                  amount of any cash payments due to him under the terms of
                  Employer's disability insurance or other disability benefit
                  plans (which are paid for by Employer) or Employer's
                  tax-qualified Defined Benefit Pension Plan, and any
                  compensation he may receive pursuant to any other employment,
                  and (ii) to provide during the Disability Payment Period the
                  additional benefits specified in the last sentence of Section
                  4(e) hereof. To the extent not otherwise vested, all
                  outstanding stock options and restricted stock granted to
                  Officer pursuant to Section 4(d) will vest upon his
                  termination because of Disability.

                  The determination of Disability shall be made only after 30
                  days' notice to Officer (which may run concurrently with the
                  Notice of Termination). In order to determine Disability, both
                  Employer and Officer shall have the right to

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                  provide medical evidence to support their respective
                  positions, with the ultimate decision regarding Disability to
                  be made by a majority of the members of Employer's Benefits
                  Committee.

         b.       DEATH. In the event that Officer shall die during the term of
                  this Agreement, Employer shall pay to such person or persons
                  as Officer shall have directed in writing or, in the absence
                  of a designation, to his estate (the "Beneficiary") an amount
                  equal to two times the guaranteed annual compensation as
                  defined in Section 4(c). Such payment shall be made within 45
                  days of the death of Officer. Employer shall also provide
                  during the twelve-month period following the date of Officer's
                  death the additional benefits specified in the last sentence
                  of Section 4(e) hereof. If Officer's death occurs while he is
                  receiving payments for Disability under Section 5(a) above,
                  such payments shall cease and the Beneficiary shall be
                  entitled to the payments and benefits under this Section 5(b).
                  This Agreement in all other respects will terminate upon the
                  death of Officer; provided, however, that (i) the termination
                  of the Agreement shall not affect Officer's entitlement to all
                  other benefits in which he has become vested or which are
                  otherwise payable in respect of periods ending prior to its
                  termination, and (ii) to the extent not otherwise vested, all
                  outstanding stock options and restricted stock granted to
                  Officer pursuant to Section 4(d) will vest upon his death.

         c.       CAUSE. Employer may terminate Officer's employment under this
                  Agreement for "Cause." A termination for Cause is a
                  termination by reason of (i) a material breach of this
                  Agreement by Officer (other than as a result of incapacity due
                  to physical or mental illness) which is committed in bad faith
                  or without reasonable belief that such breach is in the best
                  interests of Employer, (ii) Officer's breach of the terms of
                  any promissory note executed by the Officer for any loan to
                  the Officer made by Employer pursuant to the Employer's Loan
                  Plan, including a failure to meet a margin call (iii) an act
                  or omission to act by the Officer involving (a) negligence or
                  misconduct resulting in a material loss or material loss in
                  revenue (material to be determined in the sole discretion of
                  the CEO) (negligence or misconduct shall include, but not be
                  limited to, the failure to properly supervise staff, the
                  failure to establish, maintain and enforce proper written
                  policies and procedures, and the failure to properly staff and
                  train to ensure the proper and consistent enforcement of
                  policies and procedures), (b) gross negligence, (c) gross
                  misconduct with respect to or intentional failure to perform
                  Officer's stated duties, (d) commission of a fraud, theft,
                  dishonesty, or any knowing or deliberate action or inaction in
                  contravention of a direct order from the Officer's direct
                  supervisor which is within the scope of this Agreement and
                  does not involve the performance of an illegal act or omission
                  to act, (iv) Officer's willful violation of any law, rule or
                  regulation of a governmental authority (other than traffic
                  violations or similar offenses) or final cease-and-desist
                  order, or (v) entry of an order duly issued by any federal or
                  state regulatory agency having jurisdiction in the matter
                  removing Officer from office of Employer or its affiliates or
                  permanently prohibiting him from participation in the conduct
                  of

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                  the affairs of Employer of any of its affiliates. If Officer
                  shall be convicted of a felony or misdemeanor carrying a jail
                  term, or shall be removed from office and/or suspended or
                  temporarily prohibited from participating in the conduct of
                  Employer's or any of its affiliates' affairs by any federal or
                  state regulatory authority having jurisdiction in the matter,
                  Employer's obligations under Sections 4(a), 4(b), 4(c), and
                  4(d) hereof shall be automatically suspended; provided,
                  however, that if the charges resulting in such removal or
                  prohibition are finally dismissed or if a final judgment on
                  the merits of such charges is issued in favor of Officer, or
                  if the conviction is overturned on appeal, then Officer shall
                  be reinstated in full with back pay for the removal period
                  plus accrued interest at the rate then payable on judgments.
                  During the period that Employer's obligations under Sections
                  4(a), 4(b), 4(c), and 4(d) hereof are suspended, Officer shall
                  continue to be entitled to receive Additional Benefits under
                  Section 4(e) until the conviction of the felony, or
                  misdemeanor carrying a jail term, or removal from office has
                  become final and non-appealable. When the conviction of the
                  felony or removal from office has become final and
                  non-appealable, all of Employer's obligations hereunder shall
                  terminate; provided, however, that the termination of
                  Officer's employment pursuant to this Section 5(c) shall not
                  affect Officer's entitlement to all benefits in which he has
                  become vested or which are otherwise payable in respect of
                  periods ending prior to his termination of employment.
                  Following a termination for Cause, Officer shall be entitled
                  to payment of his base salary through his last day of
                  employment, and any accrued vacation pay, but no other
                  payments or benefits hereunder or otherwise whatsoever.

         d.       POOR PERFORMANCE. Employer may terminate Officer's employment
                  under this Agreement for "Poor Performance." Poor Performance
                  is a failure of the Officer to properly meet the duties and
                  responsibilities of his position in a competent fashion, as
                  determined by the Chief Executive Officer. Following a
                  termination for Poor Performance, the Officer shall be
                  entitled to payment of his base salary through his last day of
                  employment, and, within 30 days after such last day, a single
                  payment in an amount equal to the guaranteed minimum annual
                  compensation as defined in Section 4(c), but no other payments
                  or benefits hereunder or otherwise whatsoever, subject to the
                  terms of Section 5(e)(iii).

         e.       TERMINATION OTHER THAN FOR CAUSE OR POOR PERFORMANCE.

                  (i)      Except as provided in Section 5(e)(ii) below, if
                           during the term of this Agreement, Officer's
                           employment shall be terminated by Employer other than
                           for Cause or Poor Performance, then Officer shall be
                           entitled to:

                           (1)      payment of his base salary through his last
                                    day of employment, but no payment on account
                                    of any further incentive compensation
                                    hereunder, and

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                           (2)      within 30 days after such last day, a single
                                    payment in an amount equal to an amount in
                                    cash equal to two times the guaranteed
                                    minimum annual compensation as defined in
                                    Section 4(c); provided, however, if such
                                    termination shall occur within two (2) years
                                    after a change in control, as declared by
                                    the Board of Directors, and during the term
                                    of this Agreement, then such payment shall
                                    be in an amount equal to an amount in cash
                                    equal to two (2) times Officer's total
                                    compensation (base salary plus bonus) for
                                    the Fiscal Year proceeding such termination,
                                    and

                           (3)      for a period of one year following such last
                                    day, the benefits specified in the last
                                    sentence of Section 4(e) hereof.

                  (ii)     Not withstanding anything in this Agreement to the
                           contrary, in the event it shall be determined that
                           any payment or distribution by Employer or any other
                           person or entity to or for the benefit of Officer
                           (within the meaning of Section 280G(b)(2) of the
                           Internal Revenue Code of 1986, as amended (the
                           "Code")), whether paid or payable or distributed or
                           distributable pursuant to the terms of this Agreement
                           or otherwise in connection with, or arising out of,
                           his employment with Employer or a change in ownership
                           or effective control of Employer or a substantial
                           portion of its assets (a "Payment"), would be subject
                           to the excise tax imposed by Section 4999 of the Code
                           (the "Excise Tax"), the Payments shall include
                           gross-up for any excise taxes due under IRC 280G or
                           similar "golden parachute" provisions plus any
                           excise, income, or payroll taxes owed on the payment
                           on the excise payment amount.

                  (iii)    In order to receive the amounts provided by Sections
                           5(d) or 5(e), other than Base Salary through the last
                           day of employment, Officer agrees that for a period
                           of one year after termination of employment either
                           for Poor Performance or other than for Cause, Officer
                           shall not engage in any business, whether as an
                           employee, consultant, partner, principal, agent,
                           representative or stockholder (other than as a
                           stockholder of less than 1% equity interest) or in
                           any other corporate or representative capacity with
                           any other business whether in corporate,
                           proprietorship, or partnership form or otherwise,
                           where such business is engaged in any activity which
                           competes with the business of Employer or its
                           subsidiaries or affiliates, as conducted on the date
                           Officer's employment terminated or which will compete
                           with any proposed business activity of Employer or
                           its subsidiaries or affiliates, in the planning stage
                           on such date.

                           If the foregoing agreement is determined invalid or
                           unenforceable by a Court in an interpretation of this
                           Agreement, then Officer agrees that he shall return
                           the amounts received pursuant to Sections 5(d) and
                           5(e), other than the Base Salary through the last day
                           of employment.

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         f.       RESIGNATION. If during the term of this Agreement, Officer
                  shall resign voluntarily, Officer shall be entitled to payment
                  of his base salary through his last day of employment, but all
                  other rights to payment or benefits hereunder shall
                  immediately terminate; provided, however, that the termination
                  of Officer's employment pursuant to this Section 5(f) shall
                  not affect Officer's entitlement to all benefits in which he
                  has become vested or which are otherwise payable in respect of
                  periods ending prior to his termination of employment, and all
                  obligations of Officer under Sections 9(f) and 9(j) shall
                  expressly survive such termination. If Officer resigns as a
                  result of a material breach by Employer, which breach is not
                  cured by Employer within 30 days' receipt of written notice,
                  then Officer's resignation will be considered as a Termination
                  Other Than For Cause pursuant to Section 5(e) for all purposes
                  of this Agreement.

         g.       NOTICE OF TERMINATION. Any purported termination by Employer
                  or by Officer (including any resignation) shall be
                  communicated by a written Notice of Termination to the other
                  party hereto which indicates the specific termination
                  provision in this Agreement, if any, relied upon and which
                  sets forth in reasonable detail the facts and circumstances,
                  if any, claimed to provide a basis for termination of
                  Officer's employment under the provision so indicated. For
                  purposes of this Agreement, no such purported termination
                  shall be effective without such Notice of Termination. The
                  "Termination Date" shall mean the date specified in the Notice
                  of Termination, which shall be no less than 30 or more than 60
                  days from the date of the Notice of Termination.
                  Notwithstanding any other provision of this Agreement, in the
                  event of any termination of Officer's employment hereunder for
                  any reason, Employer shall pay Officer his full base salary
                  through the Termination Date, plus any Additional Benefits
                  which have been earned or become payable, but which have not
                  yet been paid, as of such Termination Date.

6.       LOCATION OF SERVICES. Officer is required to perform his services
         under this Agreement at such present or future business location of
         Company as may be designated by the Chief Executive Officer in the
         Counties of Los Angeles, Orange or Ventura, California or wherever the
         Corporate Headquarters of Employer may be located.

         a.       IN GENERAL. If Employer requests Officer to relocate outside
                  of the locations referenced above, Officer shall have the
                  option of agreeing to such relocation and the terms of this
                  Agreement shall continue in full force and effect. If Officer
                  declines to relocate outside of the locations referenced
                  above, either the Officer or Employer shall provide the other
                  party with a Notice of Termination in accordance with
                  Section 5(g) and the Officer will be deemed to have been
                  terminated pursuant to Section 5(e).

         b.       CHANGE IN CONTROL. For two years following a change in control
                  of the Company, as declared by the Board of Directors,
                  Employer may only require Officer to relocate within the three
                  counties identified above and only if such relocation is to
                  the Corporate Headquarters location of Employer. During this

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                  time period, if Employer requests that Officer relocate
                  outside of the three counties identified above, or within the
                  three counties, but not to the Corporate Headquarters
                  location, Officer shall have the option of agreeing to such
                  relocation and the terms of this Agreement shall continue in
                  full force and effect. If Officer declines to relocate outside
                  of the locations referenced above, either the Officer or
                  Employer shall provide the other party with a Notice of
                  Termination in accordance with Section 5(g) and the Officer
                  will be deemed to have been terminated pursuant to
                  Section 5(e).

7.       REIMBURSEMENT OF BUSINESS EXPENSES. During the term of this Agreement,
         Employer shall reimburse Officer promptly for all business expenditures
         to the extent that such expenditures meet the requirements of the Code
         for deductibility by Employer for federal income tax purposes or are
         otherwise in compliance with the rules and policies of Employer and are
         substantiated by Officer as required by the Internal Revenue Service
         and rules and policies of Employer.

8.       INDEMNITY. To the extent permitted by applicable law, the Certificate
         of Incorporation and the By-Laws of Employer (as from time to time in
         effect) and any indemnity agreements entered into from time to time
         between Employer and Officer, Employer shall defend and ndemnify
         Officer and hold him harmless for any acts or decisions made by him in
         good faith while performing services for Employer (including any
         subsidiary or affiliate of Employer), and shall use reasonable efforts
         to obtain coverage for him under liability insurance policies
         now in force or hereafter obtained during the term of this Agreement
         covering the other officers or directors of Employer.

9.       MISCELLANEOUS.

         a.       SUCCESSORSHIP. This Agreement shall inure to the benefit of
                  and shall be binding upon Employer, its successors and
                  assigns, but without the prior written consent of Officer,
                  this Agreement may not be assigned other than in connection
                  with a merger or sale of Employer or the sale of substantially
                  all the assets of Employer or similar transaction.
                  Notwithstanding the foregoing, Employer may assign, whether by
                  assignment agreement, merger, operation of law or otherwise,
                  this Agreement to the Public Company or to any successor or
                  affiliate of Employer or the Public Company, subject to such
                  assignee's express assumption of all obligations of Employer
                  hereunder. The failure of any successor to or assignee of the
                  Employer's business and/or assets in such transaction to
                  expressly assume all obligations of Employer hereunder shall
                  be deemed a Termination Other Than For Cause pursuant to
                  Section 5(e).

                  The obligations and duties of Officer hereby shall be personal
                  and not assignable.

         b.       NOTICES. Any notices provided for in this Agreement shall be
                  sent to Employer at its corporate headquarters, Attention:
                  General Counsel, with a copy to the Director of Human
                  Resources at the same address, or to such other address as

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                  Employer may from time to time in writing designate, and to
                  Officer at such address as he may from time to time in writing
                  designate(or his business address of record in the absence of
                  such designation). All notices shall be deemed to have been
                  given two (2) business days after they have been deposited as
                  certified mail, return receipt requested, postage paid and
                  properly addressed to the designated address of the party to
                  receive the notices.

         c.       ENTIRE AGREEMENT. This instrument contains the entire
                  agreement of the parties relating to the subject matter
                  hereof, and it replaces and supersedes any prior agreements
                  between the parties relating to said subject matter; provided,
                  however, that all provisions of Employer's Employee Handbook
                  shall be incorporated herein by this reference and Officer
                  hereby expressly acknowledges that all provisions of the
                  Employee Handbook are applicable to his employment
                  relationship with Employer, except to the extent that any such
                  provisions directly conflict with any term contained in this
                  Agreement; provided, further, that Officer hereby expressly
                  acknowledges that Officer has executed Employer's standard
                  Arbitration Agreement which generally requires that any
                  dispute under this Agreement will be arbitrated. No
                  modifications or amendments of this Agreement shall be valid
                  unless made in writing and signed by the parties hereto.

         d.       WAIVER. The waiver of the breach of any term or of any
                  condition of this Agreement shall not be deemed to constitute
                  the waiver of any other breach of the same or any other term
                  or condition.

         e.       CALIFORNIA LAW. This Agreement shall be construed and
                  interpreted in accordance with the laws of California, without
                  reference to its conflicts of laws principles.

         f.       CONFIDENTIALITY. Officer hereby acknowledges and agrees that
                  Employer and its affiliates have developed and own valuable
                  information related to their business, personnel and
                  customers, including, but not limited to, concepts, ideas,
                  customer lists, business lists, business and strategic plans,
                  financial data, accounting procedures, secondary marketing and
                  hedging models, trade secrets, computer programs and plans,
                  and information related to officers, directors, employees and
                  agents. Officer hereby agrees that all such information, and
                  all codes, concepts, copies and forms relating to such
                  information, Employer's plans and intentions with respect
                  thereto, and any information provided by Employer or its
                  affiliates to Officer with respect to any of the foregoing,
                  shall be considered "Confidential Information" for the purpose
                  of this Agreement. Officer acknowledges and agrees that all
                  such Confidential Information is a valuable asset of Employer,
                  and if developed by Officer, is developed by Officer in the
                  course of Officer's employment with Employer, and is the sole
                  property of Employer. Officer agrees that he will not divulge
                  or otherwise disclose, directly or indirectly, any
                  Confidential Information concerning the business or policies
                  of Employer or any of its affiliates which he may have learned
                  as a result of his employment during the

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<PAGE>
                  term of this Agreement or prior thereto as an employee,
                  officer or director of or consultant to Employer or any of its
                  affiliates, except to the extent such use or disclosure is (i)
                  necessary or appropriate to the performance of this Agreement
                  and in furtherance of Employer's best interests, (ii) required
                  by applicable law or in response to a lawful inquiry from a
                  governmental or regulatory authority, (iii) lawfully
                  obtainable from other sources, or (iv) authorized by Employer.
                  Furthermore, in order to protect the trade secret or
                  confidential information of Employer, Officer hereby agrees
                  not to accept any employment or engage in any activities
                  competitive with the Employer for a period of one year after
                  termination of employment if the loyal and complete
                  fulfillment of the duties of the competitive employment or
                  activities would inherently call upon Officer to reveal or use
                  any of the trade secret or Confidential Information of
                  Employer to which Officer had access during employment by
                  Employer. The provisions of this subsection shall survive the
                  expiration, suspension or termination, for any reason, of this
                  Agreement.

         g.       REMEDIES OF EMPLOYER. Officer acknowledges that the services
                  he is obligated to render under the provisions of this
                  Agreement are of a special, unique, unusual, extraordinary and
                  intellectual character, which gives this Agreement peculiar
                  value to Employer. The loss of these services cannot be
                  reasonably or adequately compensated in damages in an action
                  at law and it would be difficult (if not impossible) to
                  replace these services. By reason thereof, Officer agrees and
                  consents that if he violates any of the material provisions of
                  this Agreement, Employer, in addition to any other rights and
                  remedies available under this Agreement or under applicable
                  law, shall be entitled during the remainder of the term to
                  seek injunctive relief, from a tribunal of competent
                  jurisdiction, restraining Officer from committing or
                  continuing any violation of this Agreement. The provisions of
                  this subsection shall survive the expiration, suspension or
                  termination, for any reason, of this Agreement.

         h.       SEVERABILITY. If any provision of this Agreement is held
                  invalid or unenforceable, the remainder of this Agreement
                  shall nevertheless remain in full force and effect, and if any
                  provision is held invalid or unenforceable with respect to
                  particular circumstances, it shall nevertheless remain in full
                  force and effect in all other circumstances.

         i.       NO OBLIGATION TO MITIGATE. Officer shall not be required to
                  mitigate the amount of any payment provided for in this
                  Agreement by seeking other employment or otherwise and, except
                  as provided in Section 5(a) hereof, no payment hereunder shall
                  be offset or reduced by the amount of any compensation or
                  benefits provided to Officer in any subsequent employment.

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<PAGE>
         j.       NO SOLICITATION.

                  (i)      IN GENERAL. Officer agrees that during employment and
                           for a period of one year after termination of such
                           employment, Officer shall not:

                           (1)      Solicit, or cause to be solicited, any
                                    customers of Employer for purposes of
                                    promoting or selling any products or
                                    services competitive with those of Employer;

                           (2)      Solicit business from, or perform services
                                    for, any company or other business entity
                                    which at any time during the two year period
                                    immediately preceding Officer's termination
                                    of employment with Employer was a client of
                                    Employer, or its subsidiaries or affiliates;
                                    or

                           (3)      Solicit for employment, offer, or cause to
                                    be offered, employment, either on a full
                                    time, part time, or consulting basis, to any
                                    person who was employed by Employer or its
                                    subsidiaries or affiliates on the date
                                    Officer's employment terminated, unless
                                    Officer shall have received the prior
                                    written consent of Employer.

                  (ii)     CONSIDERATION. The consideration for the foregoing
                           covenants, the sufficiency of which is hereby
                           acknowledged, is Employer's agreement to continue to
                           employ Officer and provide compensation and benefits
                           pursuant to this Agreement, including but not limited
                           to Section 5 (d), (e), and (f).

                  (iii)    EQUITABLE RELIEF AND OTHER REMEDIES. Officer
                           acknowledges and agrees that Employer's remedies at
                           law for a breach or threatened breach of any of the
                           provisions of this Section would be inadequate and,
                           in recognition of this fact, Officer agrees that, in
                           the event of such a breach or threatened breach, in
                           addition to any remedies at law, Employer, without
                           posting any bond, shall be entitled to obtain
                           equitable relief in the form of specific performance,
                           a temporary restraining order, a temporary or
                           permanent injunction or any other equitable remedy
                           which may then be available.

                  (iv)     REFORMATION. The foregoing No Solicitation provisions
                           are intended to restrict Officer only to the extent
                           permitted by law in the jurisdiction where Officer is
                           then a resident. To the extent the No Solicitation
                           Provisions would otherwise be determined invalid or
                           unenforceable by a Court of competent jurisdiction,
                           such Court shall exercise its discretion in reforming
                           the provisions of this Section to the end that
                           Officer shall be subject to reasonable no
                           solicitation provisions that are enforceable by
                           Employer under the laws of the jurisdiction where
                           Officer is then a resident. If the laws of the state
                           where the Officer is then a resident completely
                           prohibit any form of the foregoing

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<PAGE>
                           covenants, then Employer and Officer understand and
                           agree that the foregoing covenants are of no effect.

10.      REGULATORY INTERVENTION. Notwithstanding anything in this Agreement to
         the contrary, this Agreement is subject to the following terms and
         conditions:

                  (i)      If Officer is suspended and/or temporarily prohibited
                           from participating in the conduct of Employer's
                           affairs by a notice served under Section 8(e)(3) or
                           (g)(1) of the Federal Deposit Insurance Act (12
                           U.S.C. 1818 (e)(3) and (g)(1)), Employer's
                           obligations hereunder shall be suspended as of the
                           date of service unless stayed by appropriate
                           proceedings. If the charges in the notice are
                           dismissed, Employer shall (x) pay Officer all or part
                           of the compensation withheld while Employer's
                           contract obligations were suspended, and (y)
                           reinstate any of Employer's obligations which were
                           suspended.

                  (ii)     If Officer is removed and/or permanently prohibited
                           from participating in the conduct of Employer's
                           affairs by an order issued under Section 8(e)(4) or
                           (g)(1) of the Federal Deposit Insurance Act (12
                           U.S.C. 1818 (e)(4) and (g)(1)), all obligations of
                           Employer under this Agreement shall terminate as of
                           the effective date of the order, but vested rights of
                           the parties shall not be affected.

                  (iii)    If Employer is in default (as defined in Section
                           3(x)(1) of the Federal Deposit Insurance Act (12
                           U.S.C. 1813 (x)(1)), all obligations under this
                           Agreement shall terminate as of the date of default,
                           but any vested rights of Officer shall not be
                           affected.

                  (iv)     All obligations under this Agreement shall be
                           terminated, except to the extent determined that
                           continuation of the contract is necessary for the
                           continued operation of Employer, (x) by the Office of
                           Thrift Supervision ("OTS") at the time the Federal
                           Deposit Insurance Corporation ("FDIC") enters into an
                           agreement to provide assistance to or on behalf of
                           Employer under the authority contained in Section
                           13(c) of the Federal Deposit Insurance Act (12 U.S.C.
                           1823 (c)); or (y) by the OTS at the time the OTS
                           approves a supervisory merger to resolve problems
                           related to operation of Employer or when Employer is
                           determined by the OTS to be in an unsafe or unsound
                           condition. Any rights of Officer that shall have
                           vested under this Agreement shall not be affected by
                           such action.

                  (v)      With regard to the provisions of this Section 10(i)
                           through (iv):

                      A.   Employer agrees to use its best efforts to oppose any
                           such notice of charges as to which there are
                           reasonable defenses;

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<PAGE>
                      B.   In the event the notice of charges is dismissed or
                           otherwise resolved in a manner that will permit
                           Employer to resume its obligations to pay
                           compensation hereunder, Employer will promptly make
                           such payment hereunder; and

                      C.   During the period of suspension, the vested rights of
                           the contracting parties shall not be affected except
                           to the extent precluded by such notice.

                  (vi)     Any payments made to Officer by Employer pursuant to
                           this Agreement, or otherwise, are subject to and
                           conditioned upon their compliance with 12 U.S.C.
                           1828(k) and any regulations promulgated there under.

                                       15
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

EMPLOYER

By:______________________________________

Name:             Michael W. Perry

Title:            Vice Chairman and Chief Executive Officer

Officer:

_________________________________________

in his individual capacity

                             PARENT COMPANY GUARANTY

IndyMac Bancorp, Inc. ("Bancorp") is the parent holding company of Employer and
benefits directly from the strength and continuity of the management of
Employer. Accordingly, Bancorp hereby assures and guaranties the full and timely
satisfaction of all monetary and other obligations of Employer to Officer under
the Agreement. This guaranty is a guaranty of payment and not collection. This
guaranty shall continue in full force and effect notwithstanding any future
modifications, extensions or renewals to the Agreement that may be made by
Employer. Bancorp hereby waives any and all suretyship or other similar defenses
that may be available to it with respect to this guaranty to the full extent
permitted by applicable law.

IndyMac Bancorp, Inc.

By:      _________________________

         _________________________
         Michael W. Perry
         Vice Chairman & Chief Executive Officer

Date:    _________________________

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<PAGE>
                                   APPENDIX A
                                  COST CENTER
                             ANNUAL INCENTIVE PLAN

Officer Name:            Grove Nichols
Annual Rate for 2001:    $234,720           Annual Grant of Stock Options:
Target Bonus for 2001:   $100,000           25% of Total Comp (# of shares to be
Maximum Bonus for 2001:  $187,500           calculated by dividing Total Comp by
                                            Black Scholes Value of Options)

Annual Incentive Award:

     Officer shall be eligible for an Annual Incentive Award which shall be
     comprised of the following three components:

          1. Meeting Specific Goals and Objectives
          2. Earnings Per Share (Wrap)
          3. Subjective Assessment (Wrap)

          These components shall be measured as follows: Measurement of
          Components Intentionally Omitted.


Source: OneCLE Business Contracts.