EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                              INDYMAC BANCORP, INC.

                                       AND

                                MICHAEL W. PERRY

                           EFFECTIVE FEBRUARY 1, 2002


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                                TABLE OF CONTENTS




                                                                      Page
                                                                      ----
                                                                   
1.  Term...............................................................1

2.  Position, Duties and Responsibilities..............................1

3.  Scope of this Agreement and Outside Affiliations...................2

4.  Compensation and Benefits..........................................2

    (a)    Base Salary.................................................2
    (b)    Incentive Compensation......................................2
    (c)    Stock Options...............................................3
    (d)    Performance Based Option....................................3
    (e)    Shareholder Approval........................................4
    (f)    Deferred Compensation.......................................4
    (g)    Additional Benefits.........................................5
    (h)    Certain Perquisites.........................................5

5.  Termination........................................................6

    (a)    Disability..................................................6
    (b)    Death.......................................................8
    (c)    Cause.......................................................9
    (d)    Termination Other Than For Cause or Disability.............10
    (e)    Good Reason................................................12
    (f)    Resignation................................................12
    (g)    Change in Control..........................................13
    (h)    Notice of Termination......................................15
    (i)    Expiration of Five Year Employment Term....................15

6.  Certain Additional Payments by Employer...........................15

7.  Reimbursement of Business Expenses................................18

8.  Indemnity.........................................................18


9.  Miscellaneous.....................................................19

    (a)    Successorship..............................................19
    (b)    Notices....................................................19
    (c)    Entire Agreement...........................................19
    (d)    Waiver.....................................................19
    (e)    California Law.............................................19
    (f)    Arbitration................................................19
    (g)    Confidentiality............................................20



<PAGE>

                                TABLE OF CONTENTS



                                                                      Page
                                                                      ----
                                                                   

    (h)    No Solicitation............................................20
    (i)    Consideration; Remedies of Employer........................21
    (j)    Reformation................................................21
    (k)    Severability...............................................21
    (l)    No Obligation to Mitigate..................................21
    (m)    Adjustment of Options......................................22
    (n)    Legal Fees.................................................22

10. Regulatory Authority..............................................22




                                       ii

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                              EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT (the "Agreement") is executed effective
as of February 1, 2002 (the "Effective Date") by and between IndyMac Bancorp,
Inc. ("Employer") and Michael W. Perry ("Officer").

                                   WITNESSETH:

            WHEREAS, Employer, Officer and IndyMac Bank, F.S.B. ("IndyMac Bank")
have entered into that certain Employment Agreement, dated as of February 4,
2000, as amended December 1, 2000 (the "Original Agreement");

            WHEREAS, Employer and Officer desire to (i) enter into a new
employment agreement upon the terms set forth in this Agreement and (ii)
terminate the Original Agreement;

            WHEREAS, Employer desires to obtain the benefit of continued
services of Officer and Officer desires to continue to render services to
Employer, IndyMac Bank 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; and

           WHEREAS, subject to Section 4(e) below, as of the Effective Date, the
parties hereby intend that the Original Agreement shall automatically terminate
and be of no further force and effect, and neither parties have any further
rights or obligations thereunder.

           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, IndyMac Bank and its affiliates, in accordance with the terms hereof,
for a term beginning on the Effective Date and ending on December 31, 2006,
unless earlier terminated in accordance with the provisions hereof (the
"Employment Term").

        2. POSITION, DUTIES AND RESPONSIBILITIES. Employer and Officer hereby
agree that, subject to the provisions of this Agreement, Officer shall serve as
Chief Executive Officer of Employer and IndyMac Bank. Employer agrees that
Officer shall have the authority and duties customary for his positions in
similarly situated entities and such other duties, commensurate with his
position, as assigned by the Board of Directors of the Employer (the "Board") or
the Board of Directors of IndyMac Bank (the "IndyMac Bank Board") from time to
time. Officer shall have such executive 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.

<PAGE>

           Employer agrees that, as long as Officer serves on the Board or the
IndyMac Bank Board, he shall serve as Vice Chairman of the applicable Board or,
if so elected during the term of this Agreement, Chairman of the applicable
Board. Employer shall cause Officer to be nominated to the respective Boards.

        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,
IndyMac Bank and its affiliates, and matters related thereto. Officer shall
report only to the Board and the IndyMac Bank Board and shall perform his
duties, subject to their authority. Officer agrees to serve without additional
remuneration as the chief executive officer or director of one or more (direct
or indirect) subsidiaries or affiliates of Employer as the Board may from time
to time reasonably request, subject to appropriate authorization by the
affiliate or subsidiary involved and any limitation under applicable law,
provided, that Officer shall be indemnified and covered by directors' and
officers' liability insurance of Employer and IndyMac Bank as provided under
Section 8 hereof with regard to such service. Officer's failure to discharge an
order or perform a function because Officer reasonably and in good faith
believes such would violate a law or regulation or be dishonest shall not be
deemed a breach by him of his obligations or duties pursuant to any of the
provisions of this Agreement, including without limitation pursuant to Section
5(c) hereof.

           During the course of Officer's employment as a full-time officer
hereunder, Officer shall not, without the consent of the Board, engage in any
outside business activity (as distinguished from personal investment activity
and affairs) with a "Competitor" (as defined below) including, without
limitation, activity as a consultant, agent, partner, officer or director or
provide services of any nature directly or indirectly to a corporation or other
business enterprise that is a Competitor.

           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, provided such activities and services do not
materially interfere or conflict with the performance of his duties hereunder.
Officer may serve as a director (or on the advisory committee) of corporations
or other business enterprises with prior approval of the Management Development
and Compensation Committee of the Board (the "Compensation Committee") which
shall not be unreasonably withheld, provided such activities or services do not
materially interfere or conflict with the performance of Officer's duties
hereunder.

        4. COMPENSATION AND BENEFITS.

           (a) BASE SALARY. During the Employment Term, Employer shall pay to
Officer a base salary at the annual rate of $1,000,000 (the "Base Salary"). At
the sole discretion of the Compensation Committee, the Base Salary may be
increased from time to time but shall not be reduced, and that any increased
rate shall thereafter be the rate of "Base Salary" hereunder.

           (b) INCENTIVE COMPENSATION. Subject to shareholder approval in 2002
of the IndyMac Bancorp, Inc. 2002 Stock Incentive Plan (the "2002 Plan"),
Officer shall be eligible to


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<PAGE>

receive an annual bonus (the "Annual Bonus") for each fiscal year of the
Employment Term pursuant to the terms of the Plan or any new plan with an annual
bonus target of at least 50% of the Base Salary and an annual maximum bonus
opportunity of at least 100% of the Base Salary based on achievement of
reasonable performance objectives and strategic goals established by the
Compensation Committee after consultation with Officer.

           (c) STOCK OPTIONS. Subject to shareholder approval of the 2002 Plan,
Employer shall grant to Officer a stock option grant of 1,000,000 shares of
Employer's common stock (the "Option") on the date of such stockholder approval
(the "Grant Date") and such Option shall be designated as an "incentive stock
option" (within the meaning of Code Section 422) to the maximum extent permitted
under Code Section 422. The Option shall have a per share exercise price equal
to the Fair Market Value (as defined in the 2002 Plan) of the common stock on
the Grant Date and a ten (10) year stated term. Twenty percent (20%) of the
shares subject to the Option shall vest on each December 31, provided Officer is
then employed by, or otherwise provides services to, Employer, IndyMac Bank or
an affiliate, beginning on December 31, 2002 so that all the shares subject to
the Option shall be vested on December 31, 2006.

           In the event of a "Change in Control" (as defined in Appendix A), the
Option and any other options or other equity awards granted to Officer (other
than the Performance Option (defined below)) shall become fully vested if not
yet vested on the first anniversary of the Change in Control, provided that
Officer is employed by Employer or its successor on such date.

           The Option shall be subject to such other reasonable and consistent
terms and conditions as may be determined by the Compensation Committee and set
forth in the memorandum evidencing the award of the Option, which shall include
the expiration and acceleration provisions set forth in Section 5 below and
otherwise be in conformity with the Agreement.

           (d) PERFORMANCE BASED OPTION. Subject to shareholder approval of the
2002 Plan, Employer shall grant to Officer a stock option grant of 500,000
shares of Employer's common stock (the "Performance Option") on the Grant Date.
The Performance Option shall have a per share exercise price equal to the Fair
Market Value of the common stock on the Grant Date and a ten (10) year stated
term.

           The shares subject to the Performance Option shall vest on the
seventh anniversary of the Grant Date provided Officer is then employed by, or
otherwise providing services to, Employer, IndyMac Bank or an affiliate;
provided, however, that the vesting of the shares subject to the Performance
Option shall be accelerated if the following share price targets are achieved:



  SHARE PRICE TARGET   # SHARES SUBJECT TO ACCELERATED VESTING
  ------------------   ---------------------------------------
                   
          $35                        166,667
          $45                        166,667
          $55                        166,666



                 (i)   Achievement of each share price target shall be
                       determined based on the average of the Fair Market Value
                       of Employer's common


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<PAGE>
                       stock for each trading day in a calendar quarter. Upon
                       achievement of a share price target, the number of shares
                       subject to the Performance Option specified above shall
                       vest on the last day of such quarter.

                 (ii)  Notwithstanding clause (i) above, on a Change in Control,
                       achievement of each share price target shall be
                       determined based on the Fair Market Value of Employer's
                       common stock on the date of the Change in Control. Upon
                       achievement of a share price target, the number of shares
                       subject to the Performance Option specified above shall
                       vest on the date of the Change in Control.

           Except as provided below, upon the termination of Officer's
employment for any reason, the unvested portion of the Performance Option shall
expire immediately. The expiration of the vested portion of the Performance
Option shall be governed by the terms set forth in Section 5 below; provided,
however, that upon a termination of Officer's employment by Employer other than
for Cause or Disability or by Officer for Good Reason, achievement under clause
(i) or (ii) above shall be measured through the end of the "Specified Period."
For purposes of this Agreement, the "Specified Period" shall mean the end of the
then calendar quarter if the termination of employment is prior to and not in
contemplation of a Change in Control and one year after the end of such quarter
if the termination of employment is in contemplation of or after a Change in
Control.

           The Performance Option shall be subject to such other reasonable and
consistent terms and conditions as may be determined by the Compensation
Committee and set forth in the memorandum evidencing the award of the
Performance Option and otherwise be in conformity with this Agreement.

           (e) SHAREHOLDER APPROVAL. Employer shall use its best efforts to
obtain shareholder approval of the 2002 Plan. In the event the shareholders do
not approve the 2002 Plan in 2002, at the election of Officer, upon written
notice to Employer, this Agreement shall become null and void as of the
Effective Date and the terms of the Original Agreement shall continue in effect.

           (f) DEFERRED COMPENSATION. In satisfaction of Employer's and IndyMac
Bank's obligations to pay Officer a payment at the expiration of the term of the
Original Agreement, on January 1, 2003 (the "Credit Date"), provided that
Officer is employed by Employer on such date, Employer shall credit Officer's
account (the "Account") under the IndyMac Bancorp, Inc. Deferred Compensation
Plan (the "Deferred Compensation Plan") with $5,000,000 (the "Deferred
Compensation Credit"). Twenty five percent (25%) of such amount plus any accrued
earnings thereon (the "Deferred Amount") shall vest on the day before each
anniversary of the Credit Date so that the Deferred Amount shall be fully vested
on the day before the fourth anniversary of the Credit Date and as otherwise
provided herein. The Deferred Amount shall become payable to Officer in
accordance with Officer's distribution election under the Deferred Compensation
Plan but in no event earlier than thirty (30) days following the Termination
Date (as defined in Section 5(h)). In the event of the termination of Officer's
employment before January 1, 2003 pursuant to Sections 5(a), (b), (d), (e) or
(g), the Account


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shall be credited with the Deferred Compensation Credit as therein provided. In
the event of the termination of Officer's employment pursuant to Sections 5(c)
or (f), any unvested portion of the Deferred Amount shall be forfeited on the
Termination Date.

           (g) ADDITIONAL BENEFITS. Officer shall also be entitled to
participate, at a level commensurate with his position, in 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, of Employer for senior
officers generally or for employees generally, during the term of this Agreement
as well as any benefits or rights specifically provided for Officer
(collectively, "Additional Benefits"), provided, however, that Employer shall
have no obligation to grant any stock options or other equity awards to Officer
except as provided in Sections 4(c) and (d). This Agreement shall not affect the
provision of any other compensation, retirement or other benefit program or plan
of Employer, except as provided herein.

           (h) CERTAIN PERQUISITES.

               (i)   CLUB MEMBERSHIPS. Employer shall pay standard annual and
                     monthly membership fees and any business related charges
                     for Officer's participation in the Young Presidents'
                     Organization, the San Gabriel Country Club, the California
                     Club, the Annandale Golf Club, the Jonathan Club and such
                     other memberships as may be approved by the Compensation
                     Committee.

               (ii)  CAR ALLOWANCE. Employer shall either provide Officer with
                     an appropriate luxury automobile for Officer's exclusive
                     use or pay Officer an equivalent monthly automobile
                     allowance which shall in either case include car insurance,
                     maintenance and operating expenses, such automobile or
                     amount to be mutually agreed to by the Compensation
                     Committee and Officer.

               (iii) TRAVEL. In connection with business travel, Officer shall
                     be permitted to travel first class, or by chartered or
                     other private plane service where appropriate, at
                     Employer's expense, it being recognized that travel by
                     charter or other private plane service will be necessary
                     for security reasons.

               (iv)  FINANCIAL PLANNING SERVICES. Employer shall pay for the
                     financial planning and tax services of AYCO for Officer,
                     including a full tax gross-up for any imputed income to
                     Officer resulting from such benefit. The annual amount that
                     Employer shall be required to pay for such services shall
                     not exceed $25,000, exclusive of the tax gross-up.

               (v)   SPLIT DOLLAR LIFE INSURANCE. Employer shall provide a split
                     dollar whole life insurance policy on the life of Officer
                     for the benefit of a beneficiary designated by Officer and
                     owned, as designated by


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<PAGE>

                     Officer, by Officer, an insurance trust, or the Employer in
                     a face amount equal to four (4) times Officer's Base Salary
                     with Officer not being required to make any payment thereon
                     (other than payment of any tax obligations) and Employer's
                     recovery being limited to the lesser of the cash surrender
                     value of the policy and the premiums paid and a right to
                     assume the policy on any termination of employment in
                     exchange for Employer's interest; provided, however, that
                     if Employer cannot purchase a split dollar life insurance
                     policy on behalf of Officer at standard rates, then the
                     face amount of the insurance policy shall be reduced to
                     that amount purchasable by Employer at standard rates.

               (vi)  LONG TERM DISABILITY. To the extent available at a
                     commercially reasonable rate of premiums not to exceed
                     $15,000 in any year and provided Officer remains insurable,
                     Employer shall provide Officer long term disability
                     coverage which shall provide annual benefits to Officer
                     equal to 65% of his Base Salary during any period which
                     Officer is disabled if the disability arose during the
                     Employment Term. During any period prior to the Termination
                     Date while Officer is disabled and receiving long term
                     disability benefits as described in this clause (vi) and is
                     otherwise entitled to receive his Base Salary under this
                     Agreement, any Base Salary payments to Officer shall be
                     reduced by the amount of any benefits paid for the same
                     period of time pursuant to such long term disability
                     coverage.

        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, because of
illness, injury or similar incapacity, to render for six (6) consecutive months
or for shorter periods aggregating one hundred eighty (180) or more business
days in any twelve (12) month period, the material services contemplated by this
Agreement ("Disability"), Officer's full-time employment hereunder may be
terminated, by written Notice of Termination from Employer to Officer while
Officer remains so incapacitated; and thereafter,

               (i)   Employer shall pay Officer a single severance payment as
                     soon as practicable after the Termination Date, but in no
                     event later than thirty (30) days thereafter, an amount in
                     cash equal to two (2) times the Base Salary as in effect on
                     the Termination Date,

               (ii)  Employer shall pay Officer an amount equal to Officer's
                     Annual Bonus, pro rated from January 1 of the year in which
                     the termination occurs through the Termination Date, based
                     on Employer's actual performance for such year, payable at
                     such time


                                       6
<PAGE>

                     or times when Employer or IndyMac Bank pays such bonuses to
                     its executives,

               (iii) All Officer's outstanding unvested options and any other
                     equity grants, other than the Performance Option, shall
                     become immediately vested and any vested options (including
                     the Performance Option) shall remain exercisable until the
                     earlier of twelve (12) months following the Termination
                     Date or their full-term expiration date,

               (iv)  For a period of two (2) years following the Termination
                     Date, Employer shall provide Officer and Officer's eligible
                     family members with continued health and welfare benefits
                     at Employer's expense, with the benefits substantially
                     equivalent to the life, disability, and medical insurance
                     policies which were being provided to Officer and his
                     eligible family members immediately prior to the
                     Termination Date, but only to the extent that Officer is
                     not entitled to comparable benefits from other employment,

               (v)   All amounts, including any earnings, credited to Officer's
                     Account under the Deferred Compensation Plan shall
                     immediately become vested and nonforfeitable; provided,
                     however, that if Officer's Termination Date as a result of
                     Disability occurs prior to January 1, 2003, Employer shall
                     credit the Deferred Compensation Credit to Officer's
                     Account. The amounts in Officer's Account shall be payable
                     to Officer in accordance with Officer's distribution
                     election under the Deferred Compensation Plan,

               (vi)  To the full extent permitted by law, so long as Employer or
                     IndyMac Bank (or a successor) maintains directors' and
                     officers' liability insurance for its executives or
                     directors, Employer shall, and shall cause IndyMac Bank to,
                     continue to provide Officer following the Termination Date
                     with directors' and officers' liability insurance insuring
                     Officer against insurable events which occur or have
                     occurred while Officer was a director or officer of
                     Employer, IndyMac Bank or an affiliate or a fiduciary of an
                     employee benefit plan of any of the foregoing, such
                     insurance to have policy limits aggregating not less than
                     the amount in effect immediately prior to the Termination
                     Date or, if higher, that provided to other officers or
                     directors of Employer and IndyMac Bank. In addition,
                     Officer's rights of indemnification hereunder or otherwise
                     with regard to service on behalf of Employer, IndyMac Bank
                     or an affiliate or a fiduciary of an employee benefit plan
                     of any of the foregoing prior to such termination ("Rights
                     of Indemnification") shall continue, and


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<PAGE>

               (vii) Officer shall be entitled to his accrued rights, including
                     but not limited to earned but unpaid Base Salary, accrued
                     but unused vacations and earned but unpaid bonus for any
                     prior completed fiscal year and any earned but unpaid
                     benefits under any plan or program of the Employer
                     ("Accrued Amounts").

            The determination of Disability shall be made only after Officer has
failed to render services for the above stated time periods and shall be made
only after 30 days notice to Officer (which may run concurrently with the Notice
of Termination).

            (b) DEATH. In the event of Officer's death during the term of this
Agreement,

               (i)   Employer shall pay Officer an amount equal to Officer's
                     Annual Bonus, pro rated from January 1 of the year in which
                     the termination occurs through the Termination Date, based
                     on Employer's actual performance for such year, payable at
                     such time or times when Employer or IndyMac Bank pays such
                     bonuses to its executives,

               (ii)  All amounts, including any earnings, credited to the
                     Account under the Deferred Compensation Plan shall
                     immediately become vested and nonforfeitable; provided,
                     however, that if Officer's Termination Date as result of
                     death occurs prior to January 1, 2003, Employer shall
                     credit the Deferred Compensation Credit to Officer's
                     Account. The amounts in Officer's Account shall be payable
                     to Officer's beneficiaries in accordance with Officer's
                     distribution election under the Deferred Compensation Plan,

               (iii) All outstanding unvested options and other equity grants,
                     other than the Performance Option, shall become immediately
                     vested and any vested options (including the Performance
                     Option) shall remain exercisable until the earlier of
                     twelve (12) months following the Termination Date or their
                     full-term expiration date,

               (iv)  For a period of three (3) years following the Termination
                     Date, Employer shall provide Officer's eligible family
                     members with continued health benefits at Employer's
                     expense, with the benefits substantially equivalent to the
                     medical insurance policies which were being provided to
                     Officer and his eligible family members immediately prior
                     to the Termination Date, but only to the extent that such
                     individuals are not entitled to comparable benefits from
                     other employment,

               (v)   To the full extent permitted by law, so long as Employer or
                     IndyMac Bank (or a successor) maintains directors' and
                     officers' liability insurance for its executives or
                     directors, Employer shall, and shall cause IndyMac Bank to,
                     continue to provide Officer


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<PAGE>

                     following the Termination Date with directors' and
                     officers' liability insurance insuring Officer against
                     insurable events which occur or have occurred while Officer
                     was a director or officer of Employer, IndyMac Bank or an
                     affiliate or a fiduciary of an employee benefit plan of any
                     of the foregoing, such insurance to have policy limits
                     aggregating not less than the amount in effect immediately
                     prior to the Termination Date or, if higher, that provided
                     to other officers or directors of Employer and IndyMac
                     Bank. In addition, Officer's Rights of Indemnification
                     shall continue, and

               (vi)  Officer shall be entitled to his Accrued Amounts.

            (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
and which, for any breach that is remediable, or can be cured going forward, is
not remedied or cured within a reasonable period of time after receipt of
written notice from Employer specifying such breach, or (ii) Officer's
conviction by a court of competent jurisdiction of a felony involving acts of
fraud, embezzlement, dishonesty or moral turpitude, or (iii) entry of a final
non-appealable order duly issued by any federal or state regulatory agency
having jurisdiction in the matter removing Officer from office of IndyMac Bank
or permanently prohibiting him from participating in a material portion of the
affairs of IndyMac Bank, provided that the order resulted from act(s) of Officer
which were committed in bad faith and without reasonable belief that such act(s)
were in the best interests of Employer.

            Notwithstanding the foregoing, Officer's employment shall not be
deemed to have been terminated for Cause unless and until there have been
delivered to Officer a copy of a resolution duly adopted by the affirmative vote
of not less than two-thirds of the non-employee directors of the Board (the
"Outside Directors") (after reasonable notice to Officer and an opportunity for
Officer, together with Officer's counsel, to be heard before the Outside
Directors), finding that in the Outside Directors' good faith opinion Officer
was guilty of conduct set forth above in this Section 5(c) and specifying the
particulars thereof in reasonable detail.

            If Officer shall be (A) convicted of a felony of a type set forth
above or (B) shall be suspended and/or temporarily prohibited from participating
in the conduct of IndyMac Bank'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)) by any federal or state regulatory authority having jurisdiction in the
matter, by the affirmative vote of two thirds of the Outside Directors (after
reasonable notice to Officer and an opportunity for Officer, together with
Officer's counsel, to be heard before the Outside Directors), provided the
provisions of the next paragraph have been complied with, the Outside Directors
may suspend Officer from some or all of his duties and authority while such
suspension or prohibition or conviction is in effect and, if they elect to do
so, may also during such period suspend Officer's right to some or, if no duties
are to be performed, all of Officer's Base Salary and Annual Bonus accruing
during such suspension


                                       9
<PAGE>

period and may suspend Officer's right to be granted the Option and the
Performance Option as described in Sections 4(c) and (d) if the Grant Date
occurs within such suspension period; provided, however, that if the conviction
is overturned on appeal or if the charges resulting in such suspension or
prohibition are finally dismissed or if a final judgment on the merits of such
charges is issued in favor of Officer, then Officer shall be reinstated in full
with back amounts for the suspension period plus accrued interest at the rate
then payable on judgments and Officer shall be granted the Option and
Performance Option, if not previously granted, as described in Sections 4(c) and
(d).

            With regard to clause (B) above, (1) Employer shall, and shall cause
IndyMac Bank, to use its best efforts to oppose and defend against any such
notice of charges as to which there are reasonable defenses and to permit
Officer to participate in such effort by counsel of his selection fully paid by
Employer; (2) 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 shall promptly make such payment hereunder; and
(3) during the period of suspension, the vested rights of the contracting
parties shall not be affected except to the extent precluded by such notice.

            During the period that Employer's obligations under Sections 4(a),
4(b), 4(c), (d), (f) and 4(h) hereof are suspended, Officer shall continue to be
entitled to receive Additional Benefits under Section 4(g) until the conviction
of the felony has become final and non-appealable. When the conviction of the
felony 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 Date. To the full extent
permitted by law, so long as Employer or IndyMac Bank (or a successor) maintains
directors' and officers' liability insurance for its executives or directors,
Employer shall, and shall cause IndyMac Bank to, continue to provide Officer
following the Termination Date with directors' and officers' liability insurance
insuring Officer against insurable events which occur or have occurred while
Officer was a director or officer of Employer, IndyMac Bank or an affiliate or a
fiduciary of an employee benefit plan of any of the foregoing, such insurance to
have policy limits aggregating not less than the amount in effect immediately
prior to the Termination Date or, if higher, that provided to other officers or
directors of Employer and IndyMac Bank. In addition, Officer's Rights of
Indemnification shall continue. Officer shall also be entitled to his Accrued
Amounts.

            Upon termination for Cause, Officer is not entitled to any severance
or bonus and all options shall expire on the Termination Date. Anything herein
to the contrary notwithstanding, termination for Cause shall not include
termination by reason of Officer's job performance or a job performance rating
given to Officer for his job performance or the financial performance of
Employer, IndyMac Bank or any affiliated company.

            (d) TERMINATION OTHER THAN FOR CAUSE OR DISABILITY. If during the
term of this Agreement, Officer's employment shall be terminated by Employer
other than for Cause or Disability (other than in connection with a Change in
Control as provided in Section 5(g)), then


                                       10
<PAGE>

               (i)   Employer shall pay Officer in a single severance payment as
                     soon as practicable after the Termination Date, but in no
                     event later than thirty (30) days thereafter, an amount in
                     cash equal to 2.5 times the sum of the Base Salary and the
                     target Annual Bonus as in effect on the Termination Date,

               (ii)  Employer shall pay Officer an amount equal to Officer's
                     Annual Bonus, pro rated from January 1 of the year in which
                     the termination occurs through the Termination Date, based
                     on Employer's actual performance for such year, payable at
                     such time or times when Employer or IndyMac Bank pays such
                     bonuses to its executives,

               (iii) All outstanding unvested options and other equity grants,
                     other than the Performance Option, shall become immediately
                     vested and any vested options (including the Performance
                     Option) shall remain exercisable until the earlier of
                     twelve (12) months following the Termination Date or their
                     full-term expiration date,

               (iv)  All amounts, including any earnings, credited to Officer's
                     Account under the Deferred Compensation Plan shall
                     immediately become vested and nonforfeitable; provided,
                     however, that if Officer's Termination Date occurs prior to
                     January 1, 2003, Employer shall credit the Deferred
                     Compensation Credit to Officer's Account. The amounts in
                     Officer's Account shall be payable to Officer in accordance
                     with Officer's distribution election under the Deferred
                     Compensation Plan,

               (v)   For a period of two (2) years following the Termination
                     Date, Employer shall provide Officer and Officer's eligible
                     family members with continued health and welfare benefits
                     at Employer's expense, with the benefits substantially
                     equivalent to the life, disability, and medical insurance
                     policies which were being provided to Officer and his
                     eligible family members immediately prior to the
                     Termination Date but only to the extent that Officer is not
                     entitled to comparable benefits from other employment,

               (vi)  To the full extent permitted by law, so long as Employer or
                     IndyMac Bank (or a successor) maintains directors' and
                     officers' liability insurance for its executives or
                     directors, Employer shall, and shall cause IndyMac Bank to,
                     continue to provide Officer following the Termination Date
                     with directors' and officers' liability insurance insuring
                     Officer against insurable events which occur or have
                     occurred while Officer was a director or officer of
                     Employer, IndyMac Bank or an affiliate or a fiduciary of an
                     employee benefit plan of any of the foregoing, such
                     insurance to have policy limits aggregating not less than
                     the amount in effect


                                       11
<PAGE>

                     immediately prior to the Termination Date or, if higher,
                     that provided to other officers or directors of Employer
                     and IndyMac Bank. In addition, Officer's Rights of
                     Indemnification shall continue, and

               (vii) Officer shall be entitled to his Accrued Amounts.

           (e) GOOD REASON. Officer may terminate Officer's employment at any
time for "Good Reason." "Good Reason" means that any one or more of the
following have occurred without Officer's written consent (other than as a
result of Officer's Disability or termination of Officer's employment for Cause)
which is not cured by Employer within 30 days after written notice thereof is
given to Employer by Officer:

               (i)   other than temporarily as a result of Officer's suspension
                     as provided in Section 5(c), any diminution in Officer's
                     then titles or positions, including with IndyMac Bank, or
                     any material diminution in Officer's then powers, reporting
                     requirements, duties or responsibilities, including with
                     IndyMac Bank,

               (ii)  shareholders of Employer do not elect Officer to the Board
                     or Employer does not elect Officer to the IndyMac Bank
                     Board or Officer is removed therefrom,

               (iii) Officer is not re-elected as Vice Chairman of the Board and
                     of the IndyMac Bank Board (or Chairman of the Board and the
                     IndyMac Bank Board if Officer is elected to such positions
                     during the term of this Agreement),

               (iv)  Officer is not elected as Chairman of the Board and the
                     IndyMac Bank Board, as applicable, when the current
                     Chairman of the Board and the IndyMac Bank Board ceases to
                     serve in the applicable capacity,

               (v)   Officer is required to relocate place of employment to a
                     location which is more than 50 miles from IndyMac Bank's
                     current headquarters, or

               (vi)  any material breach by Employer of the terms of this
                     Agreement.

               If during the term of this Agreement, Officer's employment shall
be terminated by Officer for Good Reason (other than in connection with a Change
in Control as provided in Section 5(g)), Officer shall receive the payments and
benefits described in Section 5(d).

           (f) RESIGNATION. If during the term of this Agreement, Officer shall
resign other than for Good Reason,

               (i)   all of his rights to payment or benefits hereunder shall
                     immediately terminate; provided, however, that the
                     termination of Officer's


                                       12
<PAGE>

                     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,

               (ii)  any unvested options shall expire immediately and

                     (A) any vested portion of the Option, the Performance
                         Option or any option granted to Officer after the
                         Effective Date shall remain exercisable until the
                         earlier of three (3) months following the Termination
                         Date or their full-term expiration, and

                     (B) all vested options granted to Officer prior to the
                         Effective Date shall remain exercisable until the
                         earlier of twelve (12) months following the Termination
                         Date or their full-term expiration,

               (iii) to the full extent permitted by law, so long as Employer or
                     IndyMac Bank (or a successor) maintains directors' and
                     officers' liability insurance for its executives or
                     directors, Employer shall, and shall cause IndyMac Bank to,
                     continue to provide Officer following the Termination Date
                     with directors' and officers' liability insurance insuring
                     Officer against insurable events which occur or have
                     occurred while Officer was a director or officer of
                     Employer, IndyMac Bank or an affiliate or a fiduciary of an
                     employee benefit plan of any of the foregoing, such
                     insurance to have policy limits aggregating not less than
                     the amount in effect immediately prior to the Termination
                     Date or, if higher, that provided to other officers or
                     directors. In addition, Officer's Rights of Indemnification
                     shall continue, and

               (iv)  Officer shall be entitled to his Accrued Amounts.

           (g) CHANGE IN CONTROL. During the term of this Agreement, if within
two (2) years after a Change in Control Officer's employment is terminated (x)
by Employer other than for Cause or Disability or (y) by Officer for Good
Reason, then:

               (i)   Employer shall pay Officer in a single severance payment as
                     soon as practicable after the Termination Date, but in no
                     event later than thirty (30) days thereafter, an amount in
                     cash equal to three (3) times the sum of (A) Base Salary
                     and (B) the higher of target Annual Bonus as in effect on
                     the Termination Date or target bonus at the time of Change
                     in Control,

               (ii)  Employer shall pay Officer an amount equal to Officer's
                     Annual Bonus, pro rated from January 1 of the year in which
                     the termination occurs through the Termination Date, based
                     on


                                       13
<PAGE>

                     Employer's actual performance for such year, payable at
                     such time or times when Employer or IndyMac Bank pays such
                     bonuses to its executives,

               (iii) Any unvested stock options and other equity grants, other
                     than the Performance Option, shall become immediately and
                     fully vested and any vested options (including the
                     Performance Option) shall remain exercisable until the
                     earlier of twelve (12) months following the Termination
                     Date or their full-term expiration,

               (iv)  All amounts, including any earnings, credited to Officer's
                     Account under the Deferred Compensation Plan shall
                     immediately become vested and nonforfeitable; provided,
                     however, that if Officer's Termination Date occurs prior to
                     January 1, 2003, Employer shall credit the Deferred
                     Compensation Credit to Officer's Account. The amounts in
                     Officer's Account shall be payable to Officer in accordance
                     with Officer's distribution election under the Deferred
                     Compensation Plan,

               (v)   For a period of three (3) years following the Termination
                     Date, Employer shall provide Officer and Officer's eligible
                     family members with continued health and welfare benefits
                     at Employer's expense, with the benefits substantially
                     equivalent to the life, disability, and medical insurance
                     policies which were being provided to Officer and his
                     eligible family members immediately prior to the
                     Termination Date but only to the extent that Officer is not
                     entitled to comparable benefits from other employment,

               (vi)  To the full extent permitted by law, so long as Employer or
                     IndyMac Bank (or a successor) maintains directors' and
                     officers' liability insurance for its executives or
                     directors, Employer shall, and shall cause IndyMac Bank to,
                     continue to provide Officer following the Termination Date
                     with directors' and officers' liability insurance insuring
                     Officer against insurable events which occur or have
                     occurred while Officer was a director or officer of
                     Employer, IndyMac Bank or an affiliate or a fiduciary of an
                     employee benefit plan of any of the foregoing, such
                     insurance to have policy limits aggregating not less than
                     the amount in effect immediately prior to the Termination
                     Date or, if higher, that provided to other officers or
                     directors. In addition, Officer's Rights of Indemnification
                     shall continue, and

               (vii) Officer shall be entitled to his Accrued Amounts.

        Notwithstanding anything contained herein, if a Change in Control occurs
and Officer's employment with Employer is terminated other than for Cause or
Disability or a Good Reason event occurs prior to the Change in Control, and if
such termination of employment or event was


                                       14
<PAGE>

at the request, suggestion or initiative of a third party who has taken steps
reasonably calculated to effect the Change in Control, then Officer upon
occurrence of the Change in Control shall be entitled to receive the payments
and benefits set forth in this Section 5(g), in lieu of the payments and
benefits set forth in Section 5(d).

           (h) NOTICE OF TERMINATION. Any purported termination by Employer or
by Officer 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.

           (i) EXPIRATION OF FIVE YEAR EMPLOYMENT TERM. At the expiration of the
five (5) year Employment Term, then

               (i)   Any unvested stock options and other equity grants, other
                     than the Performance Option, shall become immediately and
                     fully vested and any vested options (including the
                     Performance Option) shall remain exercisable until the
                     earlier of twelve (12) months following the Termination
                     Date or their full-term expiration,

               (ii)  To the full extent permitted by law, so long as Employer or
                     IndyMac Bank (or a successor) maintains directors' and
                     officers' liability insurance for its executives or
                     directors, Employer shall, and shall cause IndyMac Bank to,
                     continue to provide Officer following the Termination Date
                     with directors' and officers' liability insurance insuring
                     Officer against insurable events which occur or have
                     occurred while Officer was a director or officer of
                     Employer, IndyMac Bank or an affiliate or a fiduciary of an
                     employee benefit plan of any of the foregoing, such
                     insurance to have policy limits aggregating not less than
                     the amount in effect immediately prior to the Termination
                     Date or, if higher, that provided to other officers or
                     directors of Employer and IndyMac Bank. In addition,
                     Officer's Rights of Indemnification shall continue, and

               (iii) Officer shall be entitled to his Accrued Amounts.

        6. CERTAIN ADDITIONAL PAYMENTS BY EMPLOYER. Anything in this Agreement
to the contrary notwithstanding, if it shall be determined that any payment or
distribution to Officer or for Officer's benefit (whether paid or payable or
distributed or distributable) pursuant to the terms of this Agreement or
otherwise pursuant to or by reason of any other agreement, policy, plan, program
or arrangement, including without limitation any stock option, stock
appreciation right or similar right, or the lapse or termination of any
restriction on or the vesting or


                                       15
<PAGE>

exercisability of any of the foregoing (the "Payments") would be subject to the
excise tax imposed by section 4999 of the Internal Revenue Code of 1986, as
amended (the "Code") by reason of being "contingent on a change in the ownership
or control" of Employer, within the meaning of Section 280G of the Code or to
any similar tax imposed by state or local law, or any interest or penalties with
respect to such excise tax (such tax or taxes, together with any such interest
or penalties, are collectively referred to as the "Excise Tax"), then Officer
shall be entitled to receive from Employer an additional payment (the "Gross-Up
Payment") in an amount such that the net amount of the Payments and the Gross-Up
Payment retained by Officer after the calculation and deduction of all Excise
Taxes (including any interest or penalties imposed with respect to such taxes)
on the payment and all federal, state and local income tax, employment tax and
Excise Tax (including any interest or penalties imposed with respect to such
taxes) on the Gross-Up Payment provided for in this Section 6, and taking into
account any lost or reduced tax deductions on account of the Gross-Up Payment,
shall be equal to the Payments;

           (a) All determinations required to be made under this Section 6,
including whether and when the Gross-Up Payment is required and the amount of
such Gross-Up Payment, and the assumptions to be utilized in arriving at such
determinations shall be made by the Accountants (as defined below) which shall
provide Officer and Employer with detailed supporting calculations with respect
to such Gross-Up Payment within fifteen (15) business days of the receipt of
notice from Officer or Employer that Officer has received or will receive a
Payment. For purposes of making the determinations and calculations required
herein, the Accountants may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith
interpretations concerning the application of Section 280G and 4999 of the Code,
provided that the Accountant's determinations must be made on the basis of
"substantial authority" (within the meaning of Section 6662 of the Code). For
the purposes of this Section 6, the "Accountants" shall mean Employer's
independent certified public accountants serving immediately prior to the Change
in Control. In the event that the Accountants are also serving as accountant or
auditor for the individual, entity or group effecting the Change in Control,
Officer shall appoint another nationally recognized public accounting firm to
make the determinations required hereunder (which accounting firm shall then be
referred to as the Accountants hereunder). All fees and expenses of the
Accountants shall be borne solely by Employer.

           (b) For the purposes of determining whether any of the Payments will
be subject to the Excise Tax and the amount of such Excise Tax, such Payments
will be treated as "parachute payments" within the meaning of section 280G of
the Code, and all "parachute payments" in excess of the "base amount" (as
defined under section 280G(b)(3) of the Code) shall be treated as subject to the
Excise Tax, unless and except to the extent that in the opinion of the
Accountants such Payments (in whole or in part) either do not constitute
"parachute payments" or represent reasonable compensation for services actually
rendered (within the meaning of section 280G(b)(4) of the Code) in excess of the
"base amount," or such "parachute payments" are otherwise not subject to such
Excise Tax. For purposes of determining the amount of the Gross-Up Payment
Officer shall be deemed to pay Federal income taxes at the highest applicable
marginal rate of Federal income taxation for the calendar year in which the
Gross-Up Payment is to be made and to pay any applicable state and local income
taxes at the highest applicable marginal rate of taxation for the calendar year
in which the Gross-Up Payment is to be made, net of the maximum reduction in
Federal income taxes which could be obtained


                                       16
<PAGE>

from the deduction of such state or local taxes if paid in such year (determined
without regard to limitations on deductions based upon the amount of Officer's
adjusted gross income); and to have otherwise allowable deductions for Federal,
state and local income tax purposes at least equal to those disallowed because
of the inclusion of the Gross-Up Payment in Officer's adjusted gross income. To
the extent practicable, any Gross-Up Payment with respect to any Payment shall
be paid by Employer at the time Officer is entitled to receive the Payments and
in no event will any Gross-Up Payment be paid later than five days after the
receipt by Officer of the Accountant's determination. Any determination by the
Accountants shall be binding upon Employer and Officer.

           (c) As a result of uncertainty in the application of section 4999
of the Code at the time of the initial determination by the Accountants
hereunder, it is possible that the Gross-Up Payment made will have been an
amount less than Employer should have paid pursuant to this Section 6 (the
"Underpayment"). In the event that Employer exhausts its remedies pursuant to
Section 6(e) and Officer is required to make a payment of any Excise Tax, the
Underpayment shall be promptly paid by Employer to or for Officer's benefit.

           (d) Officer and Employer shall each provide the Accountants access to
and copies of any books, records and documents in the possession of Employer or
Officer, as the case may be, reasonably requested by the Accountants, and
otherwise cooperate with the Accountants in connection with the preparation and
issuance of the determination contemplated by this Section 6.

           (e) Officer shall notify Employer in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by
Employer of the Gross-Up Payment. Such notification shall be given as soon as
practicable after Officer is informed in writing of such claim and shall apprise
Employer of the nature of such claim and the date on which such claim is
requested to be paid. Officer shall not pay such claim prior to the expiration
of the 30-day period following the date on which Officer give such notice to
Employer (or such shorter period ending on the date that any payment of taxes,
interest and/or penalties with respect to such claim is due). If Employer
notifies Officer in writing prior to the expiration of such period that it
desires to contest such claim, Officer shall:

               (i)   give Employer any information reasonably requested by
                     Employer relating to such claim;

               (ii)  take such action in connection with contesting such claim
                     as Employer shall reasonably request in writing from time
                     to time, including, without limitation, accepting legal
                     representation with respect to such claim by an attorney
                     reasonably selected by Employer;

               (iii) cooperate with Employer in good faith in order to
                     effectively contest such claim; and

               (iv)  permit Employer to participate in any proceedings relating
                     to such claims; provided, however, that Employer shall bear
                     and pay


                                       17
<PAGE>

                     directly all costs and expenses (including additional
                     interest and penalties) incurred in connection with such
                     contest and shall indemnify Officer for and hold Officer
                     harmless from, on an after-tax basis, any Excise Tax or
                     income tax (including interest and penalties with respect
                     thereto) imposed as a result of such representation and
                     payment of all related costs and expenses. Without limiting
                     the foregoing provisions of this Section 6, Employer shall
                     control all proceedings taken in connection with such
                     contest and, at its sole option, may pursue or forgo any
                     and all administrative appeals, proceedings, hearings and
                     conferences with the taxing authority in respect of such
                     claim and may, at its sole option, either direct Officer to
                     pay the tax claimed and sue for a refund or contest the
                     claim in any permissible manner, and Officer agree to
                     prosecute such contest to a determination before any
                     administrative tribunal, in a court of initial jurisdiction
                     and in one or more appellate courts, as Employer shall
                     determine; provided, however, that if Employer directs
                     Officer to pay such claim and sue for a refund, Employer
                     shall advance the amount of such payment to Officer , on an
                     interest-free basis, and shall indemnify Officer for and
                     hold Officer harmless from, on an after-tax basis, any
                     Excise Tax or income tax (including interest or penalties
                     with respect thereto) imposed with respect to such advance
                     or with respect to any imputed income with respect to such
                     advance (including as a result of any forgiveness by
                     Employer of such advance); provided, further, that any
                     extension of the statute of limitations relating to the
                     payment of taxes for the taxable year of Officer with
                     respect to which such contested amount is claimed to be due
                     is limited solely to such contested amount. Furthermore,
                     Employer's control of the contest shall be limited to
                     issues with respect to which a Gross-Up Payment would be
                     payable hereunder and Officer shall be entitled to settle
                     or contest, as the case may be, any other issue raised by
                     the Internal Revenue Service or any other taxing authority.

           These rights shall be deemed fully vested rights, not subject to
suspension or forfeiture and shall survive any termination of employment.

        7. REIMBURSEMENT OF BUSINESS EXPENSES. During the term of this
Agreement, Employer shall reimburse Officer promptly for all reasonable and
appropriate business expenditures to the extent that such expenditures are
substantiated by Officer as required by the Internal Revenue Service and rules
and policies of Employer.

        8. INDEMNITY. To the fullest extent permitted by applicable law, the
Certificate of Incorporation and the By-Laws of Employer and IndyMac Bank (as
from time to time in effect) and any indemnity agreements entered into from time
to time between Employer and/or IndyMac Bank, on the one hand, and Officer, on
the other hand, Employer shall, and shall cause IndyMac Bank to, indemnify
Officer and hold him harmless for actions or inactions as an Officer or


                                       18
<PAGE>

Director of Employer, IndyMac Bank or any affiliate or as a fiduciary of any
employee benefit plan of any of the foregoing and shall maintain coverage for
him under liability insurance policies of a minimum amount of fifty million
dollars, or such higher amount as provided for any other officers or directors
of Employer and IndyMac Bank.

        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 all or substantially all the assets of
Employer and IndyMac Bank or similar transaction to or with a company with a
larger net worth, higher credit rating and greater profit than Employer. 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 in
a writing promptly delivered to Officer shall be deemed a material breach of
this Agreement by Employer.

           (b) NOTICES. Any notices provided for in this Agreement shall be sent
to Employer at its corporate headquarters, Attention: Corporate
Counsel/Secretary, with a copy to the Chairman of the Compensation Committee at
the same address, or to such other address as 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. Notices may be delivered personally or by overnight
service.

           (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 except as provided in Section 4(e); provided, however, that the parties
hereby expressly acknowledge that the parties have executed IndyMac Bank's
standard Mutual Agreement to Arbitrate Claims which is not replaced or
superseded by this Agreement. 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 principles of
conflict of laws.

           (f) ARBITRATION. Any disagreement, dispute, controversy or claim
arising out of or relating to this Agreement or the interpretation of this
Agreement or arrangements relating to this Agreement or contemplated in this
Agreement shall be settled by arbitration in accordance with the terms of
IndyMac Bank's Mutual Agreement to Arbitrate Claims, as executed by Officer and
IndyMac Bank on the date hereof.


                                       19
<PAGE>

           (g) CONFIDENTIALITY. Officer agrees that he will not divulge or
otherwise disclose, directly or indirectly, any trade secret or other
confidential information concerning the business or policies of Employer,
IndyMac Bank or any of their affiliates which he may have learned as a result of
his employment during the term of this Agreement or prior thereto as an
employee, officer or director of or consultant to Employer, IndyMac Bank or any
of their affiliates, except to the extent such use or disclosure is (i) decided
in good faith by Officer to be necessary or desirable to the performance of
Officer's duties, (ii) required by applicable law or in response to an inquiry
from a governmental or regulatory authority, (iii) lawfully obtainable from
other sources, or (iv) authorized by Employer or IndyMac Bank. Furthermore, in
order to protect the trade secret or confidential information of Employer,
Officer hereby agrees to the limits set forth below following the early
termination of this Agreement, if the 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. Employer agrees not to
assert inevitable disclosure in any other situation. The provisions of this
subsection shall survive the expiration, suspension or termination, for any
reason, of this Agreement. In the event of an early termination of this
Agreement, pursuant to the terms described in Section 5(a), (c), (d), (e), (f),
(g) or (i) hereof, Officer agrees that for a period of one year after such
termination, Officer shall not engage in any business, whether as an employee,
consultant, partner, principal, agent, representative or stockholder (other than
as a stockholder or bondholder of less than 1% interest), on behalf of or for a
"Competitor." For the purposes of this Agreement, a "Competitor" shall mean up
to 15 corporations or business entities which are competitors of the company and
are designated in writing by the Compensation Committee from time to time as a
Competitor provided that such designation is made at least 90 days prior to the
Termination Date and in the aggregate at any time does not exceed 15 entities.
In the event of Officer's noncompliance with the covenant set forth in this
Section (the "Event") and such noncompliance is not cured within twenty (20)
days after written notice thereof from the Employer to Officer,

               (i)   Officer shall immediately forfeit any unexercised portion
                     of the Option and the Performance Option,

               (ii)  Officer shall immediately forfeit any severance payments
                     payable by Employer pursuant to Sections 5(a)(i), (d)(i),
                     (e) or (g)(i) of this Agreement and shall repay to Employer
                     any such severance payments which were previously paid by
                     Employer, and

               (iii) If Officer's termination of employment is a result of
                     Officer's voluntary resignation without Good Reason or by
                     Employer for Cause, then in addition to the foregoing,
                     Officer shall pay to Employer any profits realized from the
                     exercise of any portion of the Option and the Performance
                     Option within six (6) months of the date of the Event.

           (h) NO SOLICITATION. Officer agrees that during employment and for a
period of one year following an early termination of this Agreement, pursuant to
the terms described in Section 5(c), (d), (e), (f), (g) or (i) hereof, Officer
shall not: (i) solicit, or cause to be solicited, any customers of Employer or
IndyMac Bank or their subsidiaries for purposes of promoting or


                                       20
<PAGE>

selling any products or services competitive with those of Employer or IndyMac
Bank, (ii) 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 customer of
Employer, IndyMac Bank or their subsidiaries, or (iii) 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, IndyMac Bank or
their affiliates on the date Officer's employment terminated, unless Officer
shall have received the prior written consent of Employer or IndyMac Bank or
such person has ceased for six (6) months to be employed by Employer, IndyMac
Bank or its affiliates. The foregoing clauses (i) through (iii) shall be
violated only by the personal solicitation or personally directed and targeted
solicitation by Officer and not by (A) general marketing or solicitation, (B)
solicitation by other employees of entities employing Officer of companies,
other business entities or individuals who are not specifically identified by
Officer, or (C) the providing of services by Officer's new employer to companies
or other business entities not so solicited by Officer.

           (i) CONSIDERATION; REMEDIES OF EMPLOYER. The consideration for the
Officer's covenants set forth in Sections 9(g) and (h), 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). 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
seek 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.

           (j) REFORMATION. The provisions of Sections 9(g) and (h) are intended
to restrict Officer only to the extent permitted by law in the jurisdiction
where Officer is then a resident. To the extent any of such 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 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
covenants, then Employer and Officer understand and agree that the foregoing
covenants are of no effect.

           (k) 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.

           (l) 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 no payment hereunder shall be offset or
reduced by the amount of any compensation or benefits provided to Officer in any
subsequent employment except as expressly otherwise provided by Section 5.


                                       21
<PAGE>

            (m) ADJUSTMENT OF OPTIONS. The number of shares of common stock
subject to the Option and the Performance Option, and the share price target
applicable to the Performance Option, shall be equitably adjusted by the
Committee pursuant to Section 6 of the Plan in the event of the occurrence of
any of the events described therein.

            (n) LEGAL FEES. The Employer shall pay the Officer's reasonable
legal fees and costs associated with entering into this Agreement.

        10. REGULATORY AUTHORITY. The Employer and Officer acknowledge that 12
U.S.C. 1828(k) may apply to IndyMac Bank and to the Employer and Officer, as
persons who may be a "depository institution holding company" or an
"institution-affiliated party," respectively, as defined under such statute,
with respect to IndyMac Bank.


                                       22
<PAGE>

               IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first a written.

                                      EMPLOYER

                                      By:
                                         ------------------------------------
                                      Name:  David Loeb
                                      Title:  Chairman of the Board

                                      OFFICER:

                                      ---------------------------------------
                                      Michael W. Perry
                                      in his individual capacity

<PAGE>

                                   APPENDIX A

A "Change in Control" shall mean the occurrence during the term of the
Agreement, of any one of the following events:

A. An acquisition of any common stock or other "Voting Securities" (as
hereinafter defined) of IndyMac Bancorp, Inc. ("Employer") by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), immediately after which
such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty five percent (25%) or more of the
then outstanding shares of Employer's common stock or the combined voting power
of Employer's then outstanding Voting Securities; provided, however, in
determining whether a Change in Control has occurred, Voting Securities which
are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in Control. For purposes of
this Agreement, (1) "Voting Securities" shall mean Employer's outstanding voting
securities entitled to vote generally in the election of directors and (2) a
"Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit
plan (or a trust forming a part thereof) maintained by (A) Employer or (B) any
corporation or other Person of which a majority of its voting power or its
voting equity securities or equity interest is owned, directly or indirectly, by
Employer (for purposes of this definition; a "Subsidiary"), (ii) Employer or any
of its Subsidiaries, or (iii) any Person in connection with a "Non-Control
Transaction" (as hereinafter defined).

B. The individuals who, as of the date of the Agreement are members of the Board
(the "Incumbent Board"), cease for any reason to constitute at least a majority
of the members of the Board; provided, however, that if the election, or
nomination for election by Employer's common stockholders, of any new director
was approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Agreement, be considered as a member of the
Incumbent Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or

C. The consummation of:

    (i) A merger, consolidation, or reorganization involving Employer, unless
        such merger, consolidation, or reorganization is a "Non-Control
        Transaction." A "Non Control Transaction" shall mean a merger,
        consolidation or reorganization of Employer where:

        a.  the stockholders of Employer, immediately before such merger,
            consolidation or reorganization, own directly or indirectly
            immediately following such merger, consolidation or reorganization
            more than fifty percent (50% ) of the combined voting power of the
            outstanding Voting Securities of the corporation resulting from such
            merger, consolidation or

<PAGE>

            reorganization (the "Surviving Corporation") in substantially the
            same proportion as their ownership of the Voting Securities
            immediately before such merger, consolidation or reorganization;
            provided, however, that if the stockholders of Parent, immediately
            before such merger, consolidation or reorganization, own directly or
            indirectly immediately following such merger, consolidation or
            reorganization forty-five percent to fifty percent (45% to 50%) of
            the combined voting power of the outstanding Voting Securities of
            the Surviving Corporation in substantially the same proportion as
            their ownership of the Voting Securities immediately before such
            merger, consolidation or reorganization, then a Change in Control
            shall be deemed to have occurred unless the members of the Incumbent
            Board who are not employees of Parent determine otherwise; and

        b.  no Person other than (i) Employer, (ii) any Subsidiary, (iii) any
            employee benefit plan (or any trust forming a part thereat)
            maintained by Employer, the Surviving Corporation or any Subsidiary,
            or (iv) any Person who, immediately prior to such merger,
            consolidation or reorganization had Beneficial Ownership of
            twenty-five percent (25%) or more of the then outstanding Voting
            Securities or common stock of Employer, has Beneficial Ownership of
            twenty-five percent (25%) or more of the combined voting power of
            the Surviving Corporation's then outstanding Voting Securities or
            its common stock;

  (ii)  Employer's stockholders approve a complete liquidation or dissolution of
        Employer;

  (iii) The sale or other disposition of all or substantially all of the assets
        of Employer to any Person or Persons (other than a transfer to a
        Subsidiary); or

  (iv)  The sale or other disposition of all or substantially all of the stock
        or assets of IndyMac Bank, F.S.B to any Person or Persons (other than a
        transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the then outstanding common stock or Voting
Securities as a result of the acquisition of common stock or Voting Securities
by Employer which, by reducing the number of shares of common stock or Voting
Securities then outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Person; provided, however, that if a Change of
Control would occur (but for the operation of this sentence) as a result of the
acquisition of common stock or Voting Securities by Employer, and after such
share acquisition by Employer, the Subject Person becomes the Beneficial Owner
of any additional common stock or Voting Securities which increases the
percentage of the then outstanding common stock or Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall occur.



Source: OneCLE Business Contracts.