exv10w18



Table of Contents



Exhibit 10.18


INDYMAC BANK, F.S.B.

DEFERRED COMPENSATION PLAN



(Amended and Restated Effective as of September 15, 2003, as amended)



 










TABLE OF CONTENTS




									
	HISTORY AND PURPOSE
	ARTICLE 1 DEFINITIONS
	ARTICLE 2 SELECTION, ENROLLMENT, ELIGIBILITY
		2.1 Selection by Committee
		2.2 Enrollment Requirements
		2.3 Eligibility; Commencement of Participation
		2.4 Termination of Participation and/or Deferrals
	ARTICLE 3 DEFERRAL COMMITMENTS/CREDITING/TAXES
		3.1 Minimum Deferral
		3.2 Maximum Deferral
		3.3 Election to Defer; Effect of Election Form
		3.4 Withholding of Annual Deferral Amounts
		3.5 Annual Company Matching Amount
		3.6 Rollover Amount
		3.7 Investment of Trust Assets
		3.8 Vesting
		3.9 Crediting of Account Balances
		3.10 FICA and Other Taxes
	ARTICLE 4 SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION
		4.1 Short-Term Payout
		4.2 Other Benefits Take Precedence Over Short-Term
		4.3 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies
		4.4 Withdrawal Election
	ARTICLE 5 RETIREMENT BENEFIT
		5.1 Retirement Benefit
		5.2 Payment of Retirement Benefit
		5.3 Death Prior to Completion of Retirement Benefit
	ARTICLE 6 PRE-RETIREMENT SURVIVOR BENEFIT
		6.1 Pre-Retirement Survivor Benefit
		6.2 Payment of Pre-Retirement Survivor Benefit
	ARTICLE 7 TERMINATION BENEFIT
		7.1 Termination Benefit
		7.2 Payment of Termination Benefit
	ARTICLE 8 DISABILITY WAIVER AND BENEFIT
		8.1 Disability Waiver
		8.2 Continued Eligibility; Disability Benefit
	ARTICLE 9 BENEFICIARY DESIGNATION
		9.1 Beneficiary
		9.2 Beneficiary Designation; Change; Spousal Consent
		9.3 Acknowledgment
		9.4 No Beneficiary Designation
		9.5 Doubt as to Beneficiary
		9.6 Discharge of Obligations
	ARTICLE 10 LEAVE OF ABSENCE
		10.1 Paid Leave of Absence
		10.2 Unpaid Leave of Absence
	ARTICLE 11 TERMINATION, AMENDMENT OR MODIFICATION
		11.1 Termination
		11.2 Amendment
		11.3 Plan Agreement
		11.4 Effect of Payment
	ARTICLE 12 ADMINISTRATION
		12.1 Committee Duties
		12.2 Agents
		12.3 Binding Effect of Decisions
		12.4 Indemnity of Committee
		12.5 Employer Information
	ARTICLE 13 OTHER BENEFITS AND AGREEMENTS
		13.1 Coordination with Other Benefits
	ARTICLE 14 CLAIMS PROCEDURES
		14.1 Presentation of Claim
		14.2 Notification of Decision
		14.3 Review of a Denied Claim
		14.4 Decision on Review
		14.5 Legal Action
	ARTICLE 15 TRUST
		15.1 Establishment of the Trust
		15.2 Interrelationship of the Plan and the Trust
		15.3 Distributions From the Trust
	ARTICLE 16 MISCELLANEOUS
		16.1 Status of Plan
		16.2 Unsecured General Creditor
		16.3 Employer’s Liability
		16.4 Nonassignability
		16.5 Not a Contract of Employment
		16.6 Furnishing Information
		16.7 Terms
		16.8 Captions
		16.9 Governing Law
		16.10 Notice
		16.11 Successors
		16.12 Spouse’s Interest
		16.13 Validity
		16.14 Incompetent
		16.15 Court Order
		16.16 Distribution in the Event of Taxation
		16.17 Insurance
		16.18 Legal Fees To Enforce Rights After Change in Control
	EXHIBIT 10.18
	EXHIBIT 10.19
	EXHIBIT 10.24
	EXHIBIT 21.1
	EXHIBIT 23.1
	EXHIBIT 31.1
	EXHIBIT 31.2
	EXHIBIT 32.1
	EXHIBIT 32.2
	EXHIBIT 99.1








Table of Contents






TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	PAGE
	HISTORY AND PURPOSE	 	 	 	 	1	 
	ARTICLE 1
	 	  DEFINITIONS	 	 	1	 
	ARTICLE 2
	 	  SELECTION, ENROLLMENT, ELIGIBILITY	 	 	8	 
	 	2.1
	 	Selection by Committee	 	 	8	 
	 	2.2
	 	Enrollment Requirements	 	 	8	 
	 	2.3
	 	Eligibility; Commencement of Participation	 	 	8	 
	 	2.4
	 	Termination of Participation and/or Deferrals	 	 	8	 
	ARTICLE 3
	 	  DEFERRAL COMMITMENTS/CREDITING/TAXES	 	 	9	 
	 	3.1
	 	Minimum Deferral:	 	 	9	 
	 	3.2
	 	Maximum Deferral:	 	 	9	 
	 	3.3
	 	Election to Defer; Effect of Election Form:	 	 	10	 
	 	3.4
	 	Withholding of Annual Deferral Amounts	 	 	11	 
	 	3.5
	 	Annual Company Matching Amount	 	 	11	 
	 	3.6
	 	Rollover Amount	 	 	11	 
	 	3.7
	 	Investment of Trust Assets	 	 	11	 
	 	3.8
	 	Vesting	 	 	11	 
	 	3.9
	 	Crediting of Account Balances	 	 	13	 
	 	3.10
	 	FICA and Other Taxes	 	 	14	 
	ARTICLE 4
	 	  SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL	 	 	 	 
	 
	 	EMERGENCIES; WITHDRAWAL ELECTION	 	 	14	 
	 	4.1
	 	Short-Term Payout	 	 	14	 
	 	4.2
	 	Other Benefits Take Precedence Over Short-Term	 	 	15	 
	 	4.3
	 	Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies	 	 	 	 
	 	4.4
	 	Withdrawal Election	 	 	15	 
	ARTICLE 5
	 	  RETIREMENT BENEFIT	 	 	16	 
	 	5.1
	 	Retirement Benefit	 	 	16	 
	 	5.2
	 	Payment of Retirement Benefit	 	 	16	 
	 	5.3
	 	Death Prior to Completion of Retirement Benefit	 	 	16	 
	ARTICLE 6
	 	  PRE-RETIREMENT SURVIVOR BENEFIT	 	 	16	 
	 	6.1
	 	Pre-Retirement Survivor Benefit	 	 	16	 
	 	6.2
	 	Payment of Pre-Retirement Survivor Benefit	 	 	16	 



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	 	 	 	 	 	 	 	PAGE
	ARTICLE 7
	 	 TERMINATION BENEFIT	 	 	17	 
	 	7.1
	 	Termination Benefit	 	 	17	 
	 	7.2
	 	Payment of Termination Benefit	 	 	17	 
	ARTICLE 8
	 	 DISABILITY WAIVER AND BENEFIT	 	 	17	 
	 	8.1
	 	Disability Waiver:	 	 	17	 
	 	8.2
	 	Continued Eligibility; Disability Benefit	 	 	18	 
	ARTICLE 9
	 	  BENEFICIARY DESIGNATION	 	 	18	 
	 	9.1
	 	Beneficiary	 	 	18	 
	 	9.2
	 	Beneficiary Designation; Change; Spousal Consent	 	 	18	 
	 	9.3
	 	Acknowledgment	 	 	19	 
	 	9.4
	 	No Beneficiary Designation	 	 	19	 
	 	9.5
	 	Doubt as to Beneficiary	 	 	19	 
	 	9.6
	 	Discharge of Obligations	 	 	19	 
	ARTICLE 10
	 	  LEAVE OF ABSENCE	 	 	19	 
	 	10.1
	 	Paid Leave of Absence	 	 	19	 
	 	10.2
	 	Unpaid Leave of Absence	 	 	19	 
	ARTICLE 11
	 	  TERMINATION, AMENDMENT OR MODIFICATION	 	 	20	 
	 	11.1
	 	Termination	 	 	20	 
	 	11.2
	 	Amendment	 	 	20	 
	 	11.3
	 	Plan Agreement	 	 	21	 
	 	11.4
	 	Effect of Payment	 	 	21	 
	ARTICLE 12
	 	  ADMINISTRATION	 	 	21	 
	 	12.1
	 	Committee Duties	 	 	21	 
	 	12.2
	 	Agents	 	 	21	 
	 	12.3
	 	Binding Effect of Decisions	 	 	21	 
	 	12.4
	 	Indemnity of Committee	 	 	21	 
	 	12.5
	 	Employer Information	 	 	22	 
	ARTICLE 13
	 	  OTHER BENEFITS AND AGREEMENTS	 	 	22	 
	 	13.1
	 	Coordination with Other Benefits	 	 	22	 
	ARTICLE 14
	 	  CLAIMS PROCEDURES	 	 	22	 
	 	14.1
	 	Presentation of Claim	 	 	22	 
	 	14.2
	 	Notification of Decision	 	 	22	 
	 	14.3
	 	Review of a Denied Claim	 	 	23	 
	 	14.4
	 	Decision on Review	 	 	23	 
	 	14.5
	 	Legal Action	 	 	23	 



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	 	 	 	 	 	 	 	PAGE
	ARTICLE 15
	 	  TRUST	 	 	23	 
	 	15.1
	 	Establishment of the Trust	 	 	23	 
	 	15.2
	 	Interrelationship of the Plan and the Trust	 	 	23	 
	 	15.3
	 	Distributions From the Trust	 	 	23	 
	ARTICLE 16
	 	  MISCELLANEOUS	 	 	24	 
	 	16.1
	 	Status of Plan	 	 	24	 
	 	16.2
	 	Unsecured General Creditor	 	 	24	 
	 	16.3
	 	Employer’s Liability	 	 	24	 
	 	16.4
	 	Nonassignability	 	 	24	 
	 	16.5
	 	Not a Contract of Employment	 	 	24	 
	 	16.6
	 	Furnishing Information	 	 	25	 
	 	16.7
	 	Terms	 	 	25	 
	 	16.8
	 	Captions	 	 	25	 
	 	16.9
	 	Governing Law	 	 	25	 
	 	16.10
	 	Notice	 	 	25	 
	 	16.11
	 	Successors	 	 	25	 
	 	16.12
	 	Spouse’s Interest	 	 	25	 
	 	16.13
	 	Validity	 	 	25	 
	 	16.14
	 	Incompetent	 	 	26	 
	 	16.15
	 	Court Order	 	 	26	 
	 	16.16
	 	Distribution in the Event of Taxation:	 	 	26	 
	 	16.17
	 	Insurance	 	 	26	 
	 	16.18
	 	Legal Fees To Enforce Rights After Change in Control	 	 	27	 



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INDYMAC BANK, F.S.B.

DEFERRED COMPENSATION PLAN

(Amended and Restated Effective as of September 15, 2003)






HISTORY AND PURPOSE



     The IndyMac Bank, F.S.B. Deferred Compensation Plan was established
effective as of July 1, 1997 as the IndyMac, Inc. Deferred Compensation Plan
and was assumed by IndyMac Bank, F.S.B. (“IndyMac Bank”), formerly known as
First Federal Savings and Loan Association of San Gabriel Valley (“First
Federal”) effective as of July 1, 2000 following IndyMac Bancorp, Inc.’s
(“IndyMac Bancorp”) (formerly known as INMC Mortgage Holdings, Inc.)
acquisition of SGV Bancorp, Inc., parent company of First Federal, to provide
specified benefits to a select group of management and highly compensated
employees and directors who contribute materially to the continued growth,
development, and future business success of IndyMac Bank and its affiliates.
Effective as of January 1, 2001, the INMC Mortgage Holdings, Inc. Deferred
Compensation Plan was merged into this Plan and IndyMac Bancorp adopted the
Plan for the benefit of a select group of its employees and directors.
Effective as of September 15, 2003 (the “Restatement Date”), the Plan was
amended, restated, and continued in the form set forth below. Each
Participant’s Cash Account Balance on the Restatement Date will be substituted
for the Participant’s Account Balance immediately prior to the Restatement
Date, and each Participant’s Cash Deferral Account on the Restatement Date will
equal the Participant’s Deferral Account immediately prior to the Restatement
Date. This Plan shall be unfunded for tax purposes and for purposes of Title I
of ERISA.





ARTICLE 1

DEFINITIONS



     For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:



	1.1	 	 “Annual Bonus” shall mean any annual cash compensation, in addition to
Base Annual Salary and Commissions, relating to services performed during
any calendar year, whether or not paid in such calendar year, payable to a
Participant under any Employer’s annual bonus and cash incentive plans.
	 
	1.2	 	 “Annual Cash Deferral Amount” shall mean that portion of a Participant’s
Base Annual Salary, Annual Bonus, Commissions, and/or Directors Fees
payable in cash that a Participant elects to have, and is deferred, in
accordance with Article 3, for any one Plan Year, plus Dividends payable
on Stock Compensation that a Non-Employee Director elects to have, and is
deferred, in accordance with Article 3, for any one Plan Year, and
Dividends payable during any one Plan Year on Stock Units previously
credited to a Participant’s Stock Deferral Account. In the event of a
Participant’s Retirement, Disability (if deferrals cease in accordance
with Section 8.1), death or a Termination of Employment prior to the end
of a Plan Year, such year’s Annual Cash Deferral Amount shall be the
actual amount withheld prior to such event.



 






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	1.3	 	 “Annual Company Matching Amount” shall mean, for any one Plan Year, the
amount determined in accordance with Section 3.5.
	 
	1.4	 	 “Annual Installment Method” shall mean equal annual installments, with
the first installment being paid within the time limits set forth in this
Plan for the various benefits available, and the next annual installment,
and all annual installments thereafter, being paid on December 31 of each
Plan Year or within a reasonable period of time thereafter. For example,
if a Participant Retires on June 30, 2001, and he or she elects the Annual
Installment Method, the first equal installment shall be payable no later
than 60 days after Retirement, the next equal installment shall be payable
on December 31, 2001, and each remaining equal installment shall be
payable on December 31 of each consecutive year.
	 
	1.5	 	“Annual Stock Deferral Amount” shall mean that portion of a Non-Employee
Director’s Stock Compensation that a Non-Employee Director elects to have,
and is deferred, in accordance with Article 3, for any one Plan Year.
	 
	1.6	 	 “Bancorp” shall mean IndyMac Bancorp, Inc. (formerly known as IndyMac
Mortgage Holdings, Inc. and INMC Mortgage Holdings, Inc.), a Delaware
corporation.
	 
	1.7	 	 “Base Annual Salary” shall mean the annual cash compensation paid during
any calendar year, excluding the Annual Bonuses, Commissions, overtime,
fringe benefits, relocation expenses, incentive payments, non-monetary
awards, directors fees and other fees, automobile and other allowances
paid to a Participant for employment services rendered (whether or not
such allowances are included in the Employee’s gross income). Base Annual
Salary shall be calculated before reduction for compensation voluntarily
deferred or contributed by the Participant pursuant to all qualified or
non-qualified plans of any Employer and shall be calculated to include
amounts not otherwise included in the Participant’s gross income under
Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
established by any Employer; provided, however, that all such amounts will
be included in compensation only to the extent that, had there been no
such plan, the amount would have been payable in cash to the Employee.
	 
	1.8	 	 “Beneficiary” shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 9, that are entitled to
receive benefits under this Plan upon the death of a Participant.
	 
	1.9	 	 “Beneficiary Designation Form” shall mean the form established from time
to time by the Committee that a Participant completes, signs and returns
to the Committee to designate one or more Beneficiaries.
	 
	1.10	 	 “Board” shall mean the board of directors of the Company.
	 
	1.11	 	 “Cash Account Balance” shall mean, with respect to a Participant, the sum
of: (i) the Cash Deferral Account; (ii) the vested portion of the Company
Matching Account balance; and (iii) the Rollover Account balance. This
account, and each other specified account, shall be a bookkeeping entry
only and shall be utilized solely as a



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	 	 	device for the measurement and determination of the amounts to be paid to
a Participant, or his or her designated Beneficiary, pursuant to this
Plan.
	 
	1.12	 	 “Cash Deferral Account” shall mean: (i) the sum of all of a
Participant’s Annual Cash Deferral Amounts; plus (ii) amounts credited in
accordance with all the applicable crediting provisions of this Plan that
relate to the Participant’s Cash Deferral Account; less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant
to this Plan that relate to his or her Cash Deferral Account.
	 
	1.13	 	 “CCI” shall mean Countrywide Credit Industries, Inc., a Delaware
corporation.
	 
	1.14	 	“Change in Control” shall mean:




	 	(a)	 	Approval by the shareholders of the Company and/or Bancorp of
the dissolution or liquidation of the Company and/or Bancorp;
	 
	 	(b)	 	Approval by the shareholders of the Company and/or Bancorp of
an agreement of merger or consolidation, or other reorganization,
with or into one or more entities that are not subsidiaries or
affiliates, as a result of which less than twenty-five percent (25%)
of the outstanding voting securities of the surviving or resulting
entity immediately after the reorganization are, or will be, owned
by shareholders of the Company and/or Bancorp immediately before
such reorganization (assuming for purposes of such determination
that there is no change in the record ownership of the Company’s
and/or Bancorp’s securities from the record date for such approval
until such reorganization);
	 
	 	(c)	 	Approval by the shareholders of the Company and/or Bancorp of
the sale of substantially all of the Company’s and/or Bancorp’s
business and/or assets to a person or entity which is not a
subsidiary or other affiliate;
	 
	 	(d)	 	Any “person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (“Exchange Act”)
becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
and/or Bancorp representing more than twenty-five percent (25%) of
the combined voting power of the Company’s and/or Bancorp’s then
outstanding securities entitled to then vote generally in the
election of directors of the Company and/or Bancorp; or
	 
	 	(e)	 	During any period not longer than two consecutive years,
individuals who at the beginning of such period constituted the
Board and/or Board of Directors of Bancorp cease to constitute at
least a majority thereof, unless the election, or the nomination for
election by the Company’s and/or Bancorp’s shareholders, of each new
board member was approved by a vote of at least a majority of the
board members then still in office who were board members at the
beginning of such period (including for these purposes, new members
whose election or nomination was so approved, but, in the case of
successors to such new members, without duplication).



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	1.15	 	 “Claimant” shall have the meaning set forth in Section 14.1.
	 
	1.16	 	 “Code” shall mean the Internal Revenue Code of 1986, as amended.
	 
	1.17	 	 “Commissions” shall mean any cash compensation, in addition to Base
Annual Salary and Annual Bonus, paid in a calendar year by any Employer to
a Participant in the form of commissions.
	 
	1.18	 	 “Committee” shall mean the committee described in Article 12.
	 
	1.19	 	 “Company” shall mean IndyMac Bank, F.S.B. (the successor in interest to
IndyMac, Inc.), a federally chartered savings bank, and any successor to
all or substantially all of the Company’s assets or business.
	 
	1.20	 	 “Company Matching Account” shall mean: (i) the sum of the Participant’s
Annual Company Matching Amounts; plus (ii) amounts credited in accordance
with all the applicable crediting provisions of this Plan that relate to
the Participant’s Company Matching Account; less (iii) all distributions
made to the Participant or his or her Beneficiary pursuant to this Plan
that relate to the Participant’s Company Matching Account.
	 
	1.21	 	 “Deduction Limitation” shall mean the following described limitation on a
benefit that may otherwise be distributable pursuant to the provisions of
this Plan. Except as otherwise provided, this limitation shall be applied
to all distributions that are “subject to the Deduction Limitation” under
this Plan. If an Employer determines in good faith prior to a Change in
Control that there is a reasonable likelihood that any compensation paid
to a Participant for a taxable year of the Employer would not be
deductible by the Employer solely by reason of the limitation under Code
Section 162(m), then to the extent deemed necessary by the Employer to
ensure that the entire amount of any distribution to the Participant
pursuant to this Plan prior to the Change in Control is deductible, the
Employer may defer all or any portion of a distribution under this Plan.
Any amounts deferred pursuant to this limitation shall continue to be
credited with additional amounts in accordance with Section 3.9 below,
even if such amount is being paid out in installments. The amounts so
deferred and amounts credited thereon shall be distributed to the
Participant or his or her Beneficiary (in the event of the Participant’s
death) at the earliest possible date, as determined by the Employer in
good faith, on which the deductibility of compensation paid or payable to
the Participant for the taxable year of the Employer during which the
distribution is made will not be limited by Section 162(m), or if earlier,
the effective date of a Change in Control. Notwithstanding anything to
the contrary in this Plan, the Deduction Limitation shall not apply to any
distributions made after a Change in Control.
	 
	1.22	 	 “Director” shall mean any member of the board of directors of any
Employer.
	 
	1.23	 	 “Directors Fees” shall mean the annual fees paid in cash compensation to
a Participant by any Employer, including retainer fees and meeting fees,
as compensation for serving on the board of directors.



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	1.24	 	 “Disability” shall mean a period of disability during which a Participant
qualifies for permanent disability benefits under the Participant’s
Employer’s long-term disability plan, or, if a Participant does not
participate in such a plan, a period of disability during which the
Participant would have qualified for permanent disability benefits under
such a plan had the Participant been a participant in such a plan, as
determined in the sole discretion of the Committee. If the Participant’s
Employer does not sponsor such a plan, or discontinues to sponsor such a
plan, Disability shall be determined by the Committee in its sole
discretion.
	 
	1.25	 	 “Disability Benefit” shall mean the benefit set forth in Article 8.
	 
	1.26	 	 “Dividends” shall mean the dividends payable on the shares of Stock equal
to the number of Stock Units credited to a Participant’s Stock Deferral
Account.
	 
	1.27	 	 “Election Form” shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee
to make an election under the Plan.
	 
	1.28	 	 “Employee” shall mean a person who is an employee of any Employer.
	 
	1.29	 	 “Employer(s)” shall mean the Company and/or any of its affiliates (now in
existence or hereafter formed or acquired) that have been designated by
the Committee to participate in the Plan.
	 
	1.30	 	 “ERISA” shall mean the Employee Retirement Income Security Act of 1974,
as amended.
	 
	1.31	 	 “Fair Market Value” shall have the same meaning as that phrase is used in
the IndyMac Bancorp, Inc. 2002 Incentive Plan (or any successor plan).
	 
	1.32	 	 “Non-Employee Director” shall mean each Director who is not an employee
of the Company or any affiliate of the Company.
	 
	1.33	 	 “Participant” shall mean any Employee or Director (i) who is selected to
participate in the Plan, (ii) who elects to participate in the Plan, (iii)
who signs a Plan Agreement, an Election Form and a Beneficiary Designation
Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary
Designation Form are accepted by the Committee, (v) who commences
participation in the Plan, and (vi) whose Plan Agreement has not
terminated. A spouse or former spouse of a Participant shall not be
treated as a Participant in the Plan or have an account balance under the
Plan, even if he or she has an interest in the Participant’s benefits
under the Plan as a result of applicable law or property settlements
resulting from legal separation or divorce.
	 
	1.34	 	 “Plan” shall mean the IndyMac Bank, F.S.B. Deferred Compensation Plan,
which shall be evidenced by this instrument and by each Plan Agreement, as
they may be amended from time to time.



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	1.35	 	 “Plan Agreement” shall mean a written agreement, as may be amended from
time to time, which is entered into by and between a Participant and the
Participant’s Employer. The Plan Agreement(s) executed by a Participant
and the Participant’s Employer(s) shall provide for the entire benefit to
which such Participant is entitled under the Plan; should there be more
than one Plan Agreement with an Employer, the Plan Agreement bearing the
latest date of acceptance by that Employer shall supersede all previous
Plan Agreements with that Employer in their entirety and shall govern such
entitlement. The terms of any Plan Agreement may be different for any
Participant, and any Plan Agreement may provide additional benefits not
set forth in the Plan or limit the benefits otherwise provided under the
Plan; provided, however, that any such additional benefits or benefit
limitations must be agreed to by both the Participant and the
Participant’s Employer.
	 
	1.36	 	 “Plan Year” shall mean, a period beginning January 1 of each calendar
year and continuing through December 31 of such calendar year.
	 
	1.37	 	 “Pre-Retirement Survivor Benefit” shall mean the benefit set forth in
Article 6.
	 
	1.38	 	 “Restricted Stock”, “Restricted Stock Unit” or “Stock Unit” shall have
the same meanings as are used in the IndyMac Bancorp, Inc. 2002 Incentive
Plan (or any successor plan).
	 
	1.39	 	 “Retirement”, “Retire(s)” or “Retired” shall mean, with respect to an
Employee, severance from employment from all Employers for any reason
other than a leave of absence, death or Disability on or after the earlier
of the attainment of (a) age sixty-two (62) or (b) age fifty-five (55)
with five (5) Years of Service; and shall mean with respect to a Director
who is not an Employee, severance of his or her directorships with all
Employers on or after the later of (y) the attainment of age sixty (60),
or (z) in the sole discretion of the Committee, an age later than age
sixty (60). If a Participant is both an Employee and a Director,
Retirement shall not occur until he or she Retires as both an Employee and
a Director; provided, however, that such a Participant may elect, at least
one year prior to Retirement and in accordance with the policies and
procedures established by the Committee, to Retire for purposes of this
Plan at the time he or she Retires as an Employee, which Retirement shall
be deemed to be a Retirement as an Employee.
	 
	1.40	 	 “Retirement Benefit” shall mean the benefit set forth in Article 5.
	 
	1.41	 	 “Rollover Account” shall mean: (i) the sum of a Participant’s Rollover
Amount; plus (ii) amounts credited in accordance with all the applicable
crediting provisions of this Plan that relate to the Participant’s
Rollover Account; less (iii) all distributions made to the Participant or
his or her Beneficiary pursuant to this Plan that relate to his or her
Rollover Account.
	 
	1.42	 	 “Rollover Amount” shall mean the amount determined in accordance with
Section 3.6.
	 
	1.43	 	 “Short-Term Payout” shall mean the payout set forth in Section 4.1.



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	1.44	 	 “Stock” shall mean shares of Common Stock of Bancorp.
	 
	1.45	 	 “Stock Deferral Account” or “Stock Account Balance” shall mean: (i) the
sum of the Annual Stock Deferral Amounts; plus (ii) amounts credited in
accordance with all the applicable crediting provisions of this Plan that
relate to the Stock Deferral Account; less (iii) all distributions made to
the Non-Employee Director or his or her beneficiary pursuant to this Plan
that relate to the Stock Deferral Account. This account, and each other
specified account, shall be a bookkeeping entry only and shall be utilized
solely as a device for the measurement and determination of the amounts to
be paid to a Participant, or his or her designated Beneficiary, pursuant
to this Plan.
	 
	1.46	 	 “Stock Compensation” shall mean compensation paid to a Participant by any
Employer for services provided as a Non-Employee Director, in the form of
Company Restricted Stock or Restricted Stock Units granted pursuant to the
Director Equity Award provisions of the IndyMac Bancorp, Inc. 2002
Incentive Plan (or any successor plan).
	 
	1.47	 	 “Termination Benefit” shall mean the benefit set forth in Article 7.
	 
	1.48	 	 “Termination of Employment” shall mean the severing of employment with
all Employers or service as a Director with all Employers, voluntarily or
involuntarily, for any reason other than Retirement, Disability, death or
an authorized leave of absence. If a Participant is both an Employee and
a Director, a Termination of Employment shall occur only upon the
termination of the last position held; provided, however, that such a
Participant may elect, at least one year before Termination of Employment
and in accordance with the policies and procedures established by the
Committee, to be treated for purposes of this Plan as having experienced a
Termination of Employment at the time he or she ceases employment with an
Employer as an Employee.
	 
	1.49	 	 “Trust” shall mean the Master Trust Agreement for IndyMac Bank, F.S.B.
Deferred Compensation Plan.
	 
	1.50	 	 “Unforeseeable Financial Emergency” shall mean an unanticipated emergency
that is caused by an event beyond the control of the Participant that
would result in severe financial hardship to the Participant resulting
from (i) a sudden and unexpected illness or accident of the Participant or
a dependent of the Participant, (ii) a loss of the Participant’s property
due to casualty, or (iii) such other extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant, all as determined in the sole discretion of the Committee.
	 
	1.51	 	“Years of Service” shall mean the total number of full years in which a
Participant has been employed by or in the service of one or more
Employers. For purposes of this definition, a year of employment or
service shall be a 12 month period that commences on the Employee’s or
Director’s effective date of hire or service and that, for any subsequent
year, commences on an anniversary of that effective date of hire or
service. Any partial year of employment or service shall not be counted.
For purposes of this definition, the total number of full years in which
the Participant was employed



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	 	 	by or in the service of: (i) CCI prior to 1997; and/or (ii) Bancorp
prior to 2001, shall be counted.






ARTICLE 2

SELECTION, ENROLLMENT, ELIGIBILITY







	2.1	 	 Selection by Committee. Participation in the Plan shall be limited to a
select group of management and highly compensated Employees, and
Directors, as determined by the Committee in its sole discretion. From
that group, the Committee shall select, in its sole discretion, Employees
and/or Directors to participate in the Plan.







	2.2	 	 Enrollment Requirements. As a condition to participation, each selected
Employee and/or Director shall complete, execute and return to the
Committee a Plan Agreement, an Election Form and a Beneficiary Designation
Form, all within 30 days after he or she is selected to participate in the
Plan. In addition, the Committee shall establish from time to time such
other enrollment requirements as it determines in its sole discretion are
necessary.







	2.3	 	 Eligibility; Commencement of Participation. Provided an Employee and/or
Director selected to participate in the Plan has met all enrollment
requirements set forth in this Plan and required by the Committee,
including returning all required documents to the Committee within the
specified time period, that Employee and/or Director shall commence
participation in the Plan on the first day of the month following the
month in which the Employee and/or Director completes all enrollment
requirements. If an Employee and/or Director fails to meet all such
requirements within the period required, in accordance with Section 2.2,
that Employee and/or Director shall not be eligible to participate in the
Plan until the first day of the Plan Year following the delivery to and
acceptance by the Committee of the required documents.







	2.4	 	 Termination of Participation and/or Deferrals. If the Committee
determines in good faith that a Participant no longer qualifies as a
member of a select group of management or highly compensated employees, as
membership in such group is determined in accordance with Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the right, in
its sole discretion, to (i) terminate any deferral election the
Participant has made for the remainder of the Plan Year in which the
Participant’s membership status changes, (ii) prevent the Participant from
making future deferral elections and/or (iii) immediately distribute the
Participant’s then Cash Account Balance and Stock Account Balance as a
Termination Benefit and terminate the Participant’s participation in the
Plan.



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ARTICLE 3

DEFERRAL COMMITMENTS/CREDITING/TAXES







	3.1	 	 Minimum Deferral:




	 	(a)	 	Base Annual Salary, Annual Bonus, Commissions, and Directors
Fees. Subject to Section 3.3 below, for each Plan Year, a
Participant may elect to defer his or her Base Annual Salary, Annual
Bonus, Commissions, and/or Directors Fees, provided that the
amounts so elected for that Plan Year total, in the aggregate, at
least $2,000. If no election is made, the amount deferred shall be
zero.
	 
	 	(b)	 	Short Plan Year. If a Participant first becomes a
Participant after the first day of a Plan Year, the minimum deferral
pursuant to Section 3.1(a) above shall be an amount equal to $2,000,
multiplied by a fraction, the numerator of which is the number of
complete months remaining in the Plan Year and the denominator of
which is 12.
	 
	 	(c)	 	Non-Employee Director Stock Compensation. Subject to
Section 3.3 below, for each Plan Year, a Non-Employee Director may
elect to defer his or her Stock Compensation under the Plan. For
Stock Compensation deferred by a Non-Employee Director pursuant to
Section 3.3, the Non-Employee Director’s Stock Deferral Account
shall be credited with Stock Units equal to the number of shares of
Stock as to which the Director has elected deferred receipt. If no
election is made, the amount deferred shall be zero. For Stock
Compensation deferred pursuant to Section 3.3, the Dividends
accrued and payable with respect to such Stock Compensation from
the date the related Stock Compensation was granted to the
Non-Employee Director by an Employer through the date the Stock
Compensation is deferred by a Non-Employee Director pursuant to
Section 3.3, shall be credited to the Non-Employee Director’s Cash
Deferral Account.







	3.2	 	 Maximum Deferral:




	 	(a)	 	For each Plan Year, a Participant may elect to defer as his
or her Annual Cash Deferral Amount, Base Annual Salary, Annual
Bonus, Commissions, and/or Directors Fees, and as his or her Annual
Stock Deferral Amount, Stock Compensation, up to the following
maximum percentages for each deferral elected:



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	Deferral	 	Maximum Amount
	
	 	

	Base Annual Salary
	 	 	0	%
	Annual Bonus
	 	 	50	%
	Commissions
	 	 	50	%
	Directors Fees
	 	 	50	%
	Stock Compensation
	 	 	100	%




	 	(b)	 	Notwithstanding the foregoing, if a Participant first becomes
a Participant after the first day of a Plan Year, for that Plan Year
only, a Participant may elect to defer, as his or her Annual Cash
Deferral Amount, with respect to Base Annual Salary, Annual Bonus,
Commissions, and/or Directors Fees that accrue after the date of
entry into the Plan, a dollar amount up to an amount equal to the
limits set forth above multiplied by such Participant’s total amount
of Base Annual Salary, Annual Bonus, Commissions, and/or Directors
Fees for the entire Plan Year. However, if a Participant, prior to
the first date that he or she entered the Plan, performed services
related to the Annual Bonus that the Participant earned for the Plan
Year that he or she first entered the Plan, then such Participant
may not defer any portion of the Annual Bonus that the Participant
earned for the Plan Year that he or she first entered the Plan.







	3.3	 	 Election to Defer; Effect of Election Form:




	 	(a)	 	First Plan Year. In connection with a Participant’s
commencement of participation in the Plan, the Participant shall
make an irrevocable deferral election for the Plan Year in which the
Participant commences participation in the Plan, along with such
other elections as the Committee deems necessary or desirable under
the Plan. For these elections to be valid, the election forms must
be completed and signed by the Participant, timely delivered to the
Committee (in accordance with Section 2.2 above) and accepted by the
Committee.
	 
	 	(b)	 	Subsequent Plan Years. For each succeeding Plan Year, an
irrevocable deferral election for that Plan Year, and such other
elections as the Committee deems necessary or desirable under the
Plan, shall be made by timely delivering to the Committee, in
accordance with its rules and procedures, before the end of the Plan
Year preceding the Plan Year for which the election is made, a new
Election Form. If no such Election Form is timely delivered for a
Plan Year, the Annual Cash Deferral Amount and/or Annual Stock
Deferral Amount shall be zero for that Plan Year.



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	3.4	 	Withholding of Annual Deferral Amounts. For each Plan Year, the Base
Annual Salary portion of the Annual Cash Deferral Amount shall be withheld
from each regularly scheduled Base Annual Salary payroll in equal amounts,
as adjusted from time to time for increases and decreases in Base Annual
Salary. The Annual Bonus, Commissions, Directors Fees, and/or Dividends
portion of the Annual Cash Deferral Amount shall be withheld at the time
the Annual Bonus, Commissions, Directors Fees, and/or Dividends are or
otherwise would be paid to the Participant, whether or not this occurs
during the Plan Year itself.







	3.5	 	 Annual Company Matching Amount. For each Plan Year, a Participant’s
Employer, in its sole discretion, may, but is not required to, credit any
amount it desires to that Participant’s Company Matching Account, which
amount shall be for that Participant the Annual Company Matching Amount
for that Plan Year. The amount so credited to a Participant may be
smaller or larger than the amount credited to any other Participant, and
the amount credited to a Participant for a Plan Year may be zero, even
though one or more other Participants receive an Annual Company Matching
Amount for that Plan Year. The Annual Company Matching Amount, if any,
shall be credited as of the last day of the Plan Year. If a Participant
is not employed by that Employer as of the last day of a Plan Year other
than by reason of his or her Retirement or death while employed, the
Annual Company Matching Amount for that Plan Year shall be zero.







	3.6	 	 Rollover Amount. If a Participant transfers employment from CCI to the
Company, and if the Participant had an account balance in the Countrywide
Credit Industries, Inc. Deferred Compensation Plan (the “CCI Plan”) as of
the date of such transfer, the Participant’s CCI Plan account balance, as
determined as of that date, shall be transferred on such date to and added
to the Participant’s Cash Account Balance, and shall thereafter be
governed by the terms and conditions of this Plan, and shall be referred
to as the “Rollover Amount.” In addition, any elections made by the
Participant with respect to his or her account balance under the CCI Plan
shall apply to the Rollover Amount under this Plan and any elections made
by the Participant with respect to his or her annual deferral amount for
the plan year of transfer under the CCI Plan shall apply to the
Participant’s Annual Cash Deferral Amount for the Plan Year of transfer
under this Plan.







	3.7	 	Investment of Trust Assets. The trustees of the Trust shall be
authorized, upon written instructions received from the Committee or
investment manager appointed by the Committee, to invest and reinvest the
assets of the Trust in accordance with the applicable Trust agreement,
including the disposition of stock and reinvestment of the proceeds in one
or more investment vehicles designated by the Committee.







	3.8	 	 Vesting




	 	(a)	 	Cash Deferral Account and Rollover Account. A Participant
shall at all times be 100% vested in his or her Cash Deferral
Account and Rollover Account, except with respect to any Dividends
held in a Participant’s Cash Deferral Account, which shall vest in
accordance with Section 3.8(c).



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	             	(b)	 	Company Matching Account. Except as provided in Section
3.8(d), a Participant shall be vested in each of his or her Annual
Company Matching Amounts, if any, and interest thereon, if any, as
follows:




	 	 	 	 	 	 
	 	 	 	Vested Percentage of
	 	 	 	Annual Company
	 	 	 	Matching Amount
	Years of Service	 	and Interest Thereon
	
	 	

	 	Less than 1 year
	 	 	0	%
	1 year or more, but less than 2
	 	 	20	%
	2 years or more, but less than 3
	 	 	40	%
	3 years or more, but less than 4
	 	 	60	%
	4 years or more, but less than 5
	 	 	80	%
	 	5 years or more
	 	 	100	%




	 	 	 	Notwithstanding anything to the contrary contained in this Section
3.8(b), in the event of his or her Retirement, Disability or a
Change in Control, a Participant’s Company Matching Account shall
immediately become 100% vested.
	 
	             	(c)	 	Stock Deferral Account. Except as provided in Section
3.8(d), a Participant shall be vested in each of his or her
respective Annual Stock Deferral Amounts, and the Dividends relating
to the Stock Units underlying such Annual Stock Deferral Amounts, if
any, as follows:




	 	 	 	 	 	 
	Years of Service Earned	 	 	 	 
	After the Grant Date	 	Vested Percentage of
	of Each Respective	 	Each Annual Stock Deferral
	Stock Unit Award	 	Amount
	
	 	

	 	Less than 1 year
	 	 	0	%
	1 year or more, but less than 2
	 	 	33	%
	2 years or more, but less than 3
	 	 	33	%
	 	3 years or more
	 	 	34	%




	 	 	 	Notwithstanding anything to the contrary contained in this Section
3.8(c), in the event of his or her Death, Retirement, Disability or
a Change in Control, a Participant’s Stock Deferral Account shall
immediately become 100% vested.
	 
	             	(c)	 	Forfeiture. Notwithstanding anything to the contrary
contained in Sections 3.8(b) or 3.8(c) above or any other Section of
this Plan that may be construed to the contrary, the Participant’s
Employer, in its discretion, shall have the right to suspend and/or
cause the Participant to forfeit all rights to



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	 	 	 	receive any or all payments otherwise due hereunder in respect of
such Participant’s Company Matching Account or Stock Deferral
Account, if such Participant, at any time, whether or not employed
by that Employer:




	 	 	 	 	 
	 	 	
(i)
	 	works for or conducts or maintains any business,
enterprise, or organization that is in the same line of
business or enterprise as any of the Employers and competes
directly or indirectly with any of the Employers, in violation
of the terms of any contractual provisions between the
Company, or any Employer, and the Participant;
	 	 	 	 	 
	 	 	
(ii)
	 	divulges confidential information of any Employer
to competitors of any Employer or any other party not
authorized to receive such information;
	 	 	 	 	 
	 	 	
(iii)
	 	is convicted of a misdemeanor which results in a
jail sentence of one year of more; or
	 	 	 	 	 
	 	 	
(iv)
	 	is convicted of a felony.




	 	 	 	The foregoing shall apply without regard to whether the
Participant’s work, business, release of information, or
conviction, as the case may be, has any demonstrable adverse effect
on the Company or any Employer. Any determination made by the
Participant’s Employer with regard to suspension and/or forfeitures
under this Section 3.8(d) shall be final and conclusive.







	3.9	 	 Crediting of Account Balances. In accordance with, and subject to, the
rules and procedures that are established from time to time by the
Committee, in its sole discretion, amounts shall be credited to a
Participant’s Cash Account Balance or Stock Account Balance, if
applicable, in accordance with the following rules:




	            	(a)	 	Prior to Distribution of Cash Account Balance. Prior to a
distribution of any portion of the Participant’s Cash Account
Balance under Articles 4, 5, 6, 7, or 8 below, the Participant’s
Cash Account Balance shall be credited with (a) interest and such
interest shall be credited daily, and (b) Dividends, to the extent
the distribution occurs after a dividend record date but before the
related dividend payment date. The interest rate used to credit the
Participant’s Cash Account Balance shall be the rate provided for in
Section 3.9(d) below. If a distribution is made under this Plan,
the Participant’s Cash Account Balance shall be credited with
interest until the date on which the distribution is made.
	 
	            	(b)	 	Prior to Distribution of Stock Account Balance. Prior to
distribution of any portion of the Stock Account Balance under
Articles 4, 5, 6, 7 or 8 below, in the event a stock dividend or
similar event has occurred since the date any Stock Units were
credited to the Participant’s Stock Deferral Account, a
Participant’s Stock Deferral Account will be adjusted in accordance
with the provisions of the IndyMac Bancorp, Inc. 2002 Incentive Plan
(or any successor plan) relating to adjustments to reflect mergers,
consolidations, and changes in capitalization of Bancorp.



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Table of Contents







	           	(c)	 	Installment Distribution. If a Participant’s Cash Account
Balance is to be paid under the Annual Installment Method, such
payments shall be determined by amortizing the Participant’s Cash
Account Balance over the number of years elected, using the interest
rate specified in the following sentence. The interest rate to be
used to calculate installment payment amounts shall be a fixed
interest rate that is determined by averaging the interest rate
provided for in Section 3.9(d) below for the Plan Year in which
installment payments commence and the interest rate provided for in
Section 3.9(d) below for the two preceding Plan Years. This rate
shall be treated as the nominal rate for making such calculations.
If a Participant has completed fewer than three Plan Years, this
average shall be determined using the interest rate provided for in
Section 3.9(d) below for the Plan Years during which the Participant
participated in the Plan. If a Participant’s Stock Account Balance
is to be distributed under the Annual Installment Method, such
distributions shall continue to be adjusted in accordance with
Section 3.9(b) above.
	 
	            	(d)	 	Interest Rate. The rate of interest for a Plan Year shall be
determined and announced by the Committee before such Plan Year.







	3.10	 	 FICA and Other Taxes. Each Plan Year, the Participant’s Employer shall
determine the amount of FICA and other employment taxes that the Employer
must withhold for such Participant. The Employer shall withhold this
amount from that portion of the Participant’s Base Annual Salary, Annual
Bonus and/or Commissions that is not being deferred. If necessary, the
Committee shall reduce the Annual Cash Deferral Amount and/or Annual Stock
Deferral Amount in order to comply with this Section. In addition, the
Participant’s Employer and/or trustee of the Trust shall withhold from any
payments made to the Participant under this Plan all federal, state and
local income, employment and other taxes required to be withheld in
connection with such payments, in amounts and in a manner to be determined
in the sole discretion of that Employer.






ARTICLE 4

SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;

WITHDRAWAL ELECTION







	4.1	 	 Short-Term Payout. In connection with each election to defer an Annual
Cash Deferral Amount or Annual Stock Deferral Amount, a Participant may
irrevocably elect to receive a future “Short-Term Payout” from the Plan
with respect to all of that Annual Cash Deferral Amount and/or Annual
Stock Deferral Amount. Subject to the Deduction Limitation, the
Short-Term Payout shall be equal to the sum of the Annual Cash Deferral
Amount and the Annual Stock Deferral Amount elected to be paid as a
Short-Term Payout, plus amounts credited in the manner provided in Section
3.9 above on that amount. The Short-Term Payout amount shall be payable
in a lump sum. Subject to the other terms and conditions of this Plan,
the lump sum payment shall be made, subject to the Deduction Limitation,
within 60 days after the first day of the Plan Year elected by the
Participant; provided that no election shall be effective unless the Plan
Year elected is at least five Plan Years after the last day of the Plan



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	 	 	Year to which the Annual Cash Deferral Amount and/or Annual Stock
Deferral Amount relates. By way of example, if a Short-Term Payout is
elected for amounts that are deferred in the Plan Year commencing January
1, 2001, the Short-Term Payout can become payable no earlier than the 60
day period commencing on January 1, 2006.







	4.2	 	 Other Benefits Take Precedence Over Short-Term. Should an event occur
that triggers a benefit under Article 5, 6, 7 or 8, any Annual Cash
Deferral Amount or Annual Stock Deferral Amount, plus amounts credited
thereon, that is subject to a Short-Term Payout election under Section 4.1
shall not be paid in accordance with Section 4.1 but shall be paid in
accordance with the other applicable Article.







	4.3	 	 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.
If the Participant experiences an Unforeseeable Financial Emergency, the
Participant may petition the Committee to (i) suspend any deferrals
required to be made by a Participant and/or (ii) receive a partial or full
payout from the Plan. The payout shall not exceed the lesser of the sum
of the Participant’s Cash Account Balance and Stock Account Balance,
calculated as if such Participant were receiving a Termination Benefit, or
the amount reasonably needed to satisfy the Unforeseeable Financial
Emergency. If, subject to the sole discretion of the Committee, the
petition for a suspension and/or payout is approved, suspension shall take
effect upon the date of approval and any payout shall be made within 60
days of the date of approval. The payment of any amount under this
Section shall not be subject to the Deduction Limitation.







	4.4	 	 Withdrawal Election. A Participant (or, after a Participant’s death, his
or her Beneficiary) may elect, at any time, to withdraw all of his or her
Cash Account Balance or Stock Account Balance, calculated as if there had
occurred a Termination of Employment as of the day of the election, less a
withdrawal penalty equal to 10% of such amount (the net amount shall be
referred to as the “Withdrawal Amount”). This election can be made at any
time, before or after Retirement, Disability, death or Termination of
Employment, and whether or not the Participant (or Beneficiary) is in the
process of being paid pursuant to an installment payment schedule. If
made before Retirement, Disability or death, a Participant’s Withdrawal
Amount shall be the sum of his or her Cash Account Balance and Stock
Account Balance calculated as if there had occurred a Termination of
Employment as of the day of the election. No partial withdrawals of the
Withdrawal Amount shall be allowed. The Participant (or his or her
Beneficiary) shall make this election by giving the Committee advance
written notice of the election in a form determined from time to time by
the Committee. The Participant (or his or her Beneficiary) shall be paid
the Withdrawal Amount within 60 days of his or her election. Once the
Withdrawal Amount is paid, the Participant’s participation in the Plan
shall terminate and the Participant shall not be eligible to participate
in the Plan again during the remainder of that Plan Year and the next
three (3) Plan Years. The payment of this Withdrawal Amount shall not be
subject to the Deduction Limitation.



15






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ARTICLE 5

RETIREMENT BENEFIT







	5.1	 	 Retirement Benefit. Subject to the Deduction Limitation, a Participant
who Retires shall receive, as a Retirement Benefit, his or her Cash
Account Balance and Stock Account Balance to the extent that such balances
are vested.







	5.2	 	 Payment of Retirement Benefit. A Participant, in connection with his or
her commencement of participation in the Plan, shall elect on an Election
Form to receive the Retirement Benefit (i) in a lump sum, or (ii) pursuant
to an Annual Installment Method of 5, 10, 15 or 20 years. The Participant
may annually change his or her election to an allowable alternative payout
period by submitting a new Election Form to the Committee, provided that
any such Election Form is submitted at least one year prior to the
Participant’s Retirement and is accepted by the Committee in its sole
discretion. The Election Form most recently accepted by the Committee
shall govern the payout of the Retirement Benefit. If a Participant does
not make any election with respect to the payment of the Retirement
Benefit, then such benefit shall be payable in a lump sum. The lump sum
payment shall be made, or installment payments shall commence, no later
than 60 days after the date the Participant Retires. Any payment made
shall be subject to the Deduction Limitation. A Participant shall only
receive his or her Stock Account Balance in the form of shares of Stock.
The Participant shall receive the number of shares of Stock equal to the
number of vested Stock Units credited to his or her Stock Account Balance
immediately prior to such distribution (with any fractional share of Stock
settled in cash at its Fair Market Value).







	5.3	 	 Death Prior to Completion of Retirement Benefit. If a Participant dies
after Retirement but before the Retirement Benefit is paid in full, the
Participant’s unpaid Retirement Benefit payments shall continue and shall
be paid to the Participant’s Beneficiary (a) over the remaining number of
months and in the same amounts as that benefit would have been paid to the
Participant had the Participant survived, or (b) in a lump sum, if
requested by the Beneficiary and allowed in the sole discretion of the
Committee, that is equal to the sum of the Participant’s unpaid remaining
Cash Account Balance and Stock Account Balance.






ARTICLE 6

PRE-RETIREMENT SURVIVOR BENEFIT







	6.1	 	 Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation,
the Participant’s Beneficiary shall receive a Pre-Retirement Survivor
Benefit equal to the sum of the Participant’s Cash Account Balance and
Stock Account Balance if the Participant dies before he or she Retires,
experiences a Termination of Employment or suffers a Disability.







	6.2	 	 Payment of Pre-Retirement Survivor Benefit. A Participant, in connection
with his or her commencement of participation in the Plan, shall elect on
an Election Form whether the Pre-Retirement Survivor Benefit shall be
received by his or her Beneficiary in a lump sum or pursuant to an Annual
Installment Method of 5, 10, 15



16






Table of Contents







	 	 	or 20 years. The Participant may annually change this election to an
allowable alternative payout period by submitting a new Election Form to
the Committee, which form must be accepted by the Committee in its sole
discretion. The Election Form most recently accepted by the Committee
prior to the Participant’s death shall govern the payout of the
Participant’s Pre-Retirement Survivor Benefit. If a Participant does not
make any election with respect to the payment of the Pre-Retirement
Survivor Benefit, then such benefit shall be paid in a lump sum. Despite
the foregoing, if the sum of the Participant’s Cash Account Balance and
Stock Account Balance at the time of his or her death is less than
$25,000, payment of the Pre-Retirement Survivor Benefit may be made, in
the sole discretion of the Committee, in a lump sum or pursuant to an
Annual Installment Method of not more than 5 years. The lump sum payment
shall be made, or installment payments shall commence, no later than 60
days after the date the Committee is provided with proof that is
satisfactory to the Committee of the Participant’s death. Any payment
made shall be subject to the Deduction Limitation.






ARTICLE 7

TERMINATION BENEFIT







	7.1	 	 Termination Benefit. Subject to the Deduction Limitation, the
Participant shall receive a Termination Benefit, which shall be equal to
the sum of the Participant’s Cash Account Balance and Stock Account
Balance.







	7.2	 	 Payment of Termination Benefit. If the sum of the Participant’s Cash
Account Balance and Stock Account Balance at the time of his or her
Termination of Employment is less than $25,000, payment of his or her
Termination Benefit shall be paid in a lump sum. If the sum of his or her
Cash Account Balance and Stock Account Balance at such time is equal to or
greater than that amount, the Committee, in its sole discretion, may cause
the Termination Benefit to be paid in a lump sum or pursuant to an Annual
Installment Method of not more than fifteen (15) years. The lump sum
payment shall be made, or installment payments shall commence, no later
than 60 days after the date the date of the Participant’s Termination of
Employment. Any payment made shall be subject to the Deduction
Limitation.






ARTICLE 8

DISABILITY WAIVER AND BENEFIT







	8.1	 	 Disability Waiver:




	            	(a)	 	Waiver of Deferral. A Participant who is determined by the
Committee to be suffering from a Disability shall be excused from
fulfilling that portion of the Annual Cash Deferral Amount and/or
Annual Stock Deferral Amount commitment that would otherwise have
been withheld from a Participant’s Base Annual Salary, Annual Bonus,
Commissions, Directors Fees and Stock Compensation for the Plan Year
during which the Participant first suffers a Disability. During the
period of Disability, the Participant shall not be allowed



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	 	 	 	to make any additional deferral elections, but will continue to be
considered a Participant for all other purposes of this Plan.
	 
	            	(b)	 	Return to Work. If a Participant returns to employment or
service as an Employee or Director, with any Employer after a
Disability ceases, the Participant may elect to defer an Annual Cash
Deferral Amount and an Annual Stock Deferral Amount for the Plan
Year following his or her return to employment or service and for
every Plan Year thereafter while a Participant in the Plan; provided
such deferral elections are otherwise allowed and an Election Form
is delivered to and accepted by the Committee for each such election
in accordance with Section 3.3 above.







	8.2	 	 Continued Eligibility; Disability Benefit. A Participant suffering a
Disability shall, for benefit purposes under this Plan, continue to be
considered to be employed or in the service of an Employer as a Director,
and shall be eligible for the benefits provided for in Articles 4, 5, 6 or
7 in accordance with the provisions of those Articles. Notwithstanding
the above, the Committee shall have the right to, in its sole and absolute
discretion and for purposes of this Plan only, and must in the case of a
Participant who is otherwise eligible to Retire, deem the Participant to
have experienced a Termination of Employment, or in the case of a
Participant who is eligible to Retire, to have Retired, at any time (or in
the case of a Participant who is eligible to Retire, as soon as
practicable) after such Participant is determined to be suffering a
Disability, in which case the Participant shall receive a Disability
Benefit equal to the sum of his or her Cash Account Balance and Stock
Account Balance at the time of the Committee’s determination; provided,
however, that should the Participant otherwise have been eligible to
Retire, he or she shall be paid in accordance with Article 5. The
Disability Benefit shall be paid in a lump sum or, upon a Participant’s
request and in the Committee’s sole discretion, installment payments over
not more than 5 years. The lump sum payment shall be made, or installment
payments shall commence, within 60 days of the Committee’s exercise of its
right to deem a Participant to have experienced a Termination of
Employment. Any payment made shall be subject to the Deduction
Limitation.






ARTICLE 9

BENEFICIARY DESIGNATION







	9.1	 	 Beneficiary. Each Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as contingent)
to receive any benefits payable under the Plan to a beneficiary upon the
death of a Participant. The Beneficiary designated under this Plan may be
the same as or different from the Beneficiary designation under any other
plan of the Participant’s Employer in which the Participant participates.







	9.2	 	 Beneficiary Designation; Change; Spousal Consent. A Participant shall
designate his or her Beneficiary by completing and signing the Beneficiary
Designation Form, and returning it to the Committee or its designated
agent. A Participant shall have the right to change a Beneficiary by
completing, signing and otherwise complying with



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	 	 	the terms of the Beneficiary Designation Form and the Committee’s rules
and procedures, as in effect from time to time. If the Participant names
someone other than his or her spouse as a Beneficiary, a spousal consent,
in the form designated by the Committee, must be signed by that
Participant’s spouse and returned to the Committee. Upon the acceptance
by the Committee of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be canceled. The Committee shall be
entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his or her death.







	9.3	 	 Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by
the Committee or its designated agent.







	9.4	 	 No Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant’s benefits, then the
Participant’s designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant’s
estate.







	9.5	 	 Doubt as to Beneficiary. If the Committee has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, the Committee shall
have the right, exercisable in its discretion, to cause the Participant’s
Employer to withhold such payments until this matter is resolved to the
Committee’s satisfaction.







	9.6	 	 Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to the
Participant, and that Participant’s Plan Agreement(s) shall terminate upon
such full payment of benefits.






ARTICLE 10

LEAVE OF ABSENCE







	10.1	 	 Paid Leave of Absence. If a Participant is authorized by the
Participant’s Employer for any reason to take a paid leave of absence from
the employment of the Employer, the Participant shall continue to be
considered employed by that Employer and the Annual Cash Deferral Amount
and Annual Stock Deferral Amount shall continue to be withheld during such
paid leave of absence in accordance with Section 3.3.







	10.2 	 	Unpaid Leave of Absence. If a Participant is authorized by the
Participant’s Employer for any reason to take an unpaid leave of absence
from the employment of the Employer, the Participant shall continue to be
considered employed by that Employer and the Participant shall be excused
from making deferrals until the earlier of the date the leave of absence
expires or the Participant returns to a paid employment status. Upon such
expiration or return, deferrals shall resume for the remaining portion of
the Plan Year in which the expiration or return occurs, based on the
deferral



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	 	 	election, if any, made for that Plan Year. If no election was made for
that Plan Year, no deferral shall be withheld.






ARTICLE 11

TERMINATION, AMENDMENT OR MODIFICATION







	11.1	 	 Termination. Each Employer reserves the right to discontinue its
sponsorship of the Plan and/or to terminate the Plan at any time with
respect to any or all of its participating Employees and Directors by
action of its board of directors. Upon the termination of the Plan with
respect to any Employer, the Plan Agreements of the affected Participants
who are employed by that Employer or in the service of that Employer as a
Director, shall terminate and their Cash Account Balances and Stock
Account Balances, determined as if they had experienced a Termination of
Employment on the date of Plan termination or, if Plan termination occurs
after the date upon which a Participant was eligible to Retire, then with
respect to that Participant as if he or she had Retired on the date of
Plan termination, shall be paid to the Participants as follows: (a) prior
to a Change in Control: (i) if the Plan is terminated with respect to all
of its Participants, the Employer shall have the right, in its sole
discretion, and notwithstanding any elections made by the Participant, to
pay such benefits in a lump sum or pursuant to an Annual Installment
Method of up to 15 years, with amounts credited during the installment
period as provided herein; (ii) if the Plan is terminated with respect to
less than all of its Participants, the Employer shall be required to pay
such benefits in a lump sum; (b) after a Change in Control, the Employer
shall be required to pay such benefits in a lump sum. The termination of
the Plan shall not adversely affect any Participant or Beneficiary who has
become entitled to the payment of any benefits under the Plan as of the
date of termination; provided, however, that the Employer shall have the
right to accelerate installment payments without a premium or prepayment
penalty by paying the Cash Account Balance and Stock Account Balance in a
lump sum or pursuant to an Annual Installment Method using fewer years
(provided that the present value of all payments that will have been
received by a Participant at any given point of time under the different
payment schedule shall equal or exceed the present value of all payments
that would have been received at that point in time under the original
payment schedule). The applicable interest rate to be used as the
discount rate for determining such present value shall be a reasonable
discount rate selected by the Committee from time to time.







	11.2	 	 Amendment. The Committee may, at any time, amend or modify the Plan in
whole or in part; provided, however, that no amendment or modification
shall be effective to decrease or restrict the value of a Participant’s
Cash Account Balance and Stock Account Balance in existence at the time
the amendment or modification is made, calculated as if the Participant
had experienced a Termination of Employment as of the effective date of
the amendment or modification or, if the amendment or modification occurs
after the date upon which the Participant was eligible to Retire, the
Participant had Retired as of the effective date of the amendment or
modification. The amendment or modification of the Plan shall not affect
any Participant or Beneficiary who has become entitled to the payment of
benefits under the Plan as of the date of the amendment or modification;
provided, however, that the Employer



20






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	 	 	shall have the right to accelerate installment payments by paying the
Cash Account Balance and Stock Account Balance in a lump sum or pursuant
to an Annual Installment Method using fewer years (provided that the
present value of all payments that will have been received by a
Participant at any given point of time under the different payment
schedule shall equal or exceed the present value of all payments that
would have been received at that point in time under the original payment
schedule, using a reasonable discount rate selected by the Committee from
time to time).







	11.3	 	 Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above,
if a Participant’s Plan Agreement contains benefits or limitations that
are not in this Plan document, the Participant’s Employer may only amend
or terminate such provisions with the consent of the Participant.







	11.4	 	 Effect of Payment. The full payment of the applicable benefit under
Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries under
this Plan and the Participant’s Plan Agreement shall terminate.






ARTICLE 12

ADMINISTRATION







	12.1	 	 Committee Duties. This Plan shall be administered by the Employee
Benefits Fiduciary Committee (the “Committee”). Members of the Committee
may be Participants under this Plan. The Committee shall also have the
discretion and authority to (i) make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this Plan and
(ii) decide or resolve any and all questions including interpretations of
this Plan, as may arise in connection with the Plan. Any individual
serving on the Committee who is a Participant shall not vote or act on any
matter relating solely to himself or herself. When making a determination
or calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Company.







	12.2	 	 Agents. In the administration of this Plan, the Committee may, from time
to time, employ agents and delegate to them such administrative duties as
it sees fit (including acting through a duly appointed representative) and
may from time to time consult with counsel who may be counsel to any
Employer.







	12.3 	 	Binding Effect of Decisions. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules
and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Plan.







	12.4	 	 Indemnity of Committee. All Employers shall indemnify and hold harmless
the members of the Committee, and any Employee to whom the duties of the
Committee may be delegated, against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with
respect to this Plan, except in the case of willful misconduct by the
Committee or any of its members or any such Employee.



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	12.5	 	 Employer Information. To enable the Committee to perform its functions,
each Employer shall supply full and timely information to the Committee on
all matters relating to the compensation of its Participants, the date and
circumstances of the Retirement, Disability, death or Termination of
Employment of its Participants, and such other pertinent information as
the Committee may reasonably require.






ARTICLE 13

OTHER BENEFITS AND AGREEMENTS







	13.1	 	 Coordination with Other Benefits. The benefits provided for a
Participant and Participant’s Beneficiary under the Plan are in addition
to any other benefits available to such Participant under any other plan
or program for employees of the Participant’s Employer. The Plan shall
supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.






ARTICLE 14

CLAIMS PROCEDURES







	14.1	 	 Presentation of Claim. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a
“Claimant”) may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant
from the Plan. If such a claim relates to the contents of a notice
received by the Claimant, the claim must be made within 60 days after such
notice was received by the Claimant. All other claims must be made within
180 days of the date on which the event that caused the claim to arise
occurred. The claim must state with particularity the determination
desired by the Claimant.







	14.2	 	 Notification of Decision. The Committee shall consider a Claimant’s
claim within a reasonable time, and shall notify the Claimant in writing:




	 	 	(a)	 	that the Claimant’s requested determination has been made,
and that the claim has been allowed in full; or
	 
	 	 	(b)	 	that the Committee has reached a conclusion contrary, in
whole or in part, to the Claimant’s requested determination, and
such notice must set forth in a manner calculated to be understood
by the Claimant:




	 	 	 	 	 	 
	 	 	 	
(i)
	 	the specific reason(s) for the denial of the
claim, or any part of it;
	 	 	 	 	 	 
	 	 	 	
(ii)
	 	specific reference(s) to pertinent provisions of
the Plan upon which such denial was based;
	 	 	 	 	 	 
	 	 	 	
(iii)
	 	a description of any additional material or
information necessary for the Claimant to perfect the claim,
and an explanation of why such material or information is
necessary; and
	 	 	 	 	 	 
	 	 	 	
(iv)
	 	an explanation of the claim review procedure set
forth in Section 14.3 below.



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	14.3	 	 Review of a Denied Claim. Within 60 days after receiving a notice from
the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant’s duly authorized representative) may file with
the Committee a written request for a review of the denial of the claim.
Thereafter, but not later than 30 days after the review procedure began,
the Claimant (or the Claimant’s duly authorized representative):




	 	 	(a)	 	may review pertinent documents;
	 
	 	 	(b)	 	may submit written comments or other documents; and/or
	 
	 	 	(c)	 	may request a hearing, which the Committee, in its sole
discretion, may grant.







	14.4	 	 Decision on Review. The Committee shall render its decision on review
promptly, and not later than 60 days after the filing of a written request
for review of the denial, unless a hearing is held or other special
circumstances require additional time, in which case the Committee’s
decision must be rendered within 120 days after such date. Such decision
must be written in a manner calculated to be understood by the Claimant,
and it must contain:




	 	 	(a)	 	specific reasons for the decision;
	 
	 	 	(b)	 	specific reference(s) to the pertinent Plan provisions upon
which the decision was based; and
	 
	 	 	(c)	 	such other matters as the Committee deems relevant.







	14.5	 	 Legal Action. A Claimant’s compliance with the foregoing provisions of
this Article 14 is a mandatory prerequisite to a Claimant’s right to
commence any legal action with respect to any claim for benefits under
this Plan.






ARTICLE 15

TRUST







	15.1	 	 Establishment of the Trust. The Company established the Trust, and each
Employer may transfer over to the Trust such assets as the Employer
determines, in its sole discretion.







	15.2	 	 Interrelationship of the Plan and the Trust. The provisions of the Plan
and the Plan Agreement shall govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the Trust shall
govern the rights of the Employers, Participants and the creditors of the
Employers to the assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations under the Plan.







	15.3	 	 Distributions From the Trust. Each Employer’s obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of
the Trust, and any such distribution shall reduce the Employer’s
obligations under this Plan.



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ARTICLE 16

MISCELLANEOUS







	16.1	 	 Status of Plan. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that “is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and
40l(a)(1). The Plan shall be administered and interpreted to the extent
possible in a manner consistent with that intent.







	16.2	 	 Unsecured General Creditor. Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests
or claims in any property or assets of any Employer. For purposes of the
payment of benefits under this Plan, any and all of an Employer’s assets
shall be, and remain, the general, unpledged assets of that Employer. An
Employer’s obligation under the Plan shall be merely that of an unfunded
and unsecured promise to pay money in the future.







	16.3	 	 Employer’s Liability. If an Employer enters into a Plan Agreement with a
Participant, then only that Employer shall be liable for the benefits that
the Participant earns during the time that the Plan Agreement is in effect
with that Employer. The other Employers shall not be liable for any of
the benefits that the Participant earns during this period.
Notwithstanding the foregoing, the Company shall be liable for the
benefits that the participants of the INMC Mortgage Holdings, Inc.
Deferred Compensation Plan earned under such plan prior to January 1,
2001, and the Company shall be liable for IndyMac Resources, Inc.’s
obligations under the Plan in the event IndyMac Resources, Inc. fails to
perform them.







	16.4 	 	Nonassignability. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any
part thereof, which are, and all rights to which are expressly declared to
be, unassignable and non-transferable. No part of the amounts payable
shall, prior to actual payment, be subject to seizure, attachment,
garnishment or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant or any other person,
be transferable by operation of law in the event of a Participant’s or any
other person’s bankruptcy or insolvency or be transferable to a spouse as
a result of a property settlement or otherwise.







	16.5	 	 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any
Employer and a Participant. Such employment is hereby acknowledged to be
an “at will” employment relationship that can be terminated at any time
for any reason, or no reason, with or without cause, and with or without
notice, unless expressly provided in a written employment agreement.
Nothing in this Plan shall be deemed to give a Participant the right to be
retained in the service of any Employer as an Employee or a Director, or
to interfere with the right of any Employer to discipline or discharge the
Participant at any time.



24






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	16.6	 	 Furnishing Information. A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be requested
in order to facilitate the administration of the Plan and the payments of
benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.







	16.7 	 	Terms. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where they
would so apply; and whenever any words are used herein in the singular or
in the plural, they shall be construed as though they were used in the
plural or the singular, as the case may be, in all cases where they would
so apply.







	16.8	 	 Captions. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.







	16.9	 	 Governing Law. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State of
California without regard to its conflicts of law principles.







	16.10	 	 Notice. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:




	 	 	 
	 	 	
Committee DCP
	 	 	
IndyMac Bank, F.S.B.
	 	 	
155 N. Lake Avenue
	 	 	
Pasadena, CA 91101




	 	 	Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
	 
	 	 	Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered, or
sent by mail, to the last known address of the Participant.







	16.11	 	 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Participant’s Employer and its successors and assigns and
the Participant and the Participant’s designated Beneficiaries.







	16.12	 	 Spouse’s Interest. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in
any manner, including but not limited to such spouse’s will, nor shall
such interest pass under the laws of intestate succession.







	16.13	 	 Validity. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan



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	 	 	shall be construed and enforced as if such illegal or invalid provision
had never been inserted herein.







	16.14 	 	Incompetent. If the Committee determines in its discretion that a
benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that
person’s property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of
such minor, incompetent, or incapable person. The Committee may require
proof of minority, incompetence, incapacity or guardianship, as it may
deem appropriate prior to distribution of the benefit. Any payment of a
benefit shall be a payment for the account of the Participant and the
Participant’s Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment amount.







	16.15 	 	Court Order. The Committee is authorized to make any payments directed
by court order in any action in which the Plan or the Committee has been
named as a party. In addition, if a court determines that a spouse or
former spouse of a Participant has an interest in the Participant’s
benefits under the Plan in connection with a property settlement or
otherwise, the Committee, in its sole discretion, shall have the right,
notwithstanding any election made by a Participant, to immediately
distribute the spouse’s or former spouse’s interest in the Participant’s
benefits under the Plan to that spouse or former spouse.







	16.16	 	 Distribution in the Event of Taxation:




	 	 	(a)	 	In General. If, for any reason, all or any portion of a
Participant’s benefits under this Plan becomes taxable to the
Participant prior to receipt, a Participant may petition the
Committee before a Change in Control, or the trustees of the Trust
after a Change in Control, for a distribution of that portion of his
or her benefit that has become taxable. Upon the grant of such a
petition, which grant shall not be unreasonably withheld (and, after
a Change in Control, shall be granted), a Participant’s Employer
shall distribute to the Participant immediately available funds in
an amount equal to the taxable portion of his or her benefit (which
amount shall not exceed the sum of a Participant’s unpaid Cash
Account Balance and Stock Account Balance under the Plan). If the
petition is granted, the tax liability distribution shall be made
within 90 days of the date when the Participant’s petition is
granted. Such a distribution shall affect and reduce the benefits
to be paid under this Plan.
	 
	 	 	(b)	 	Trust. If the Trust terminates in accordance with Section
3.6(e) of the Trust and benefits are distributed from the Trust to a
Participant in accordance with that Section, the Participant’s
benefits under this Plan shall be reduced to the extent of such
distributions.







	16.17	 	 Insurance. The Employers, on their own behalf or on behalf of the
trustees of the Trust, and, in their sole discretion, may apply for and
procure insurance on the life of the Participant, in such amounts and in
such forms as the Trust may choose. The



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	 	 	Employers or the trustees of the Trust, as the case may be, shall be the
sole owner and beneficiary of any such insurance. The Participant shall
have no interest whatsoever in any such policy or policies, and at the
request of the Employers shall submit to medical examinations and supply
such information and execute such documents as may be required by the
insurance company or companies to whom the Employers have applied for
insurance.







	16.18	 	 Legal Fees To Enforce Rights After Change in Control. The Company and
each Employer is aware that upon the occurrence of a Change in Control,
the Board or the board of directors of a Participant’s Employer (which
might then be composed of new members) or a shareholder of the Company or
the Participant’s Employer, or of any successor corporation might then
cause or attempt to cause the Company, the Participant’s Employer or such
successor to refuse to comply with its obligations under the Plan and
might cause or attempt to cause the Company or the Participant’s Employer
to institute, or may institute, litigation seeking to deny Participants
the benefits intended under the Plan. In these circumstances, the purpose
of the Plan could be frustrated. Accordingly, if, following a Change in
Control, it should appear to any Participant that the Company, the
Participant’s Employer or any successor corporation has failed to comply
with any of its obligations under the Plan or any agreement thereunder or,
if the Company, such Employer or any other person takes any action to
declare the Plan void or unenforceable or institutes any litigation or
other legal action designed to deny, diminish or to recover from any
Participant the benefits intended to be provided, then the Company and the
Participant’s Employer irrevocably authorize such Participant to retain
counsel of his or her choice at the expense of the Company and the
Participant’s Employer (who shall be jointly and severally liable) to
represent such Participant in connection with the initiation or defense of
any litigation or other legal action, whether by or against the Company,
the Participant’s Employer or any director, officer, shareholder or other
person affiliated with the Company, the Participant’s Employer or any
successor thereto in any jurisdiction.



             IN WITNESS WHEREOF, the Company has amended and restated this Plan
document as of September 15, 2003.



	 	 	 	 	 	 	 
	 	 	 	 	“Company”
	 	 	 	 	 	 	 
	 	 	 	 	IndyMac Bank, F.S.B., a federally chartered
savings bank
	 	 	 	 	 	 	 
	Date:	 	 	 	By:	 	 
	 	 	


	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	




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AMENDMENT NO. 1

TO THE

INDYMAC BANK, F.S.B. DEFERRED COMPENSATION PLAN



          Effective as of January 1, 2004, Section 4.1 of the IndyMac Bank, F.S.B.
Deferred Compensation Plan as Amended and Restated Effective as of September
15, 2003, is amended and restated to read as follows:




	“4.1 	 	 Short-Term Payout. In connection with each election to defer an Annual
Cash Deferral Amount or Annual stock Deferral Amount, a Participant may
irrevocably elect to receive a future ‘Short-Term Payout’ from the Plan
with respect to all of the Annual Cash Deferral Amount and/or Annual Stock
Deferral Amount. Subject to the Deduction Limitation, the Short-Term
Payout shall be equal to the sum of the Annual Cash Deferral Amount and
the Annual Stock Deferral Amount elected to be paid as a Short-Term
Payout, plus amounts credited in the amount provided in Section 3.9 above
that amount. The Short-Term Payout amount shall be payable in a lump sum.
Subject to the other terms and conditions of this Plan, the lump sum
payment shall be made, subject to the Deduction Limitation within 60 days
after the first day of the Plan Year elected by the Participant; provided
that no election shall be effective unless the Plan Year elected is at
least four Plan Years after the last day of the Plan Year to which the
Annual Cash Deferral Amount and/or Annual Stock Deferral Amount relates.
By way of example, if a Short-Term Payout is elected for amounts that are
deferred in the Plan Year commencing January 1, 2004, the Short-Term
Payout can become payable no earlier than the 60 day period commencing on
January 1, 2009.”



          IN WITNESS WHEREOF, IndyMac Bank, F.S.B. has executed this Amendment this
31 day of December, 2003.




	 	 	 	 	 
	 	 	INDYMAC BANK, F.S.B.
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Its:	 	 
	 	 	 	 	




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Table of Contents



AMENDMENT NO. 2

TO THE

INDYMAC BANK, F.S.B. DEFERRED COMPENSATION PLAN



          Effective as of January 1, 2004, Subsection 3.1(a) of the IndyMac Bank,
F.S.B. Deferred Compensation Plan as Amended and Restated as of September 15,
2003, is amended and restated to read as follows:




	(a)	 	For each Plan Year, a Participant may elect to defer as his or her Annual
Cash Deferral Amount, Base Annual Salary, Annual Bonus, Commissions,
and/or Directors Fees, and as his or her Annual Stock Deferral Amount,
Stock Compensation, up to the maximum percentages selected by the
Committee for each deferral elected.



          IN WITNESS WHEREOF, IndyMac Bank, F.S.B. has executed this Amendment this
31 day of December, 2003.




	 	 	 	 	 
	 	 	INDYMAC BANK, F.S.B.
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Its:	 	 
	 	 	 	 	




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