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                                                                   Exhibit 10.26

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") has been executed as of November 1,
2002 by and between IndyMac Bank, F.S.B. ("Employer") and Richard H. Wohl
("Officer").

                                  WITNESSETH:

WHEREAS, Employer and Officer 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 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, as of the date of this Agreement, 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 and its affiliates, in accordance with the terms hereof, for a
      term beginning on the date first written above and ending on December 31,
      2007, unless earlier terminated in accordance with the provisions hereof.

2.    POSITION, DUTIES AND RESPONSIBILITIES. Employer and Officer hereby agree
      that, subject to the provisions of this Agreement, Employer will employ
      Officer and Officer will serve Employer, as a Senior Executive Vice
      President of Employer, or its affiliated companies, as determined by
      Employer. Affiliated companies shall include, without limitation, any
      direct or indirect subsidiary of Employer in which Employer holds less
      than 100% but at least a majority of the beneficial interest and voting
      control (a "New Public Company"). Employer agrees that Officer's duties
      hereunder shall be the usual and customary duties of such office and such
      further duties shall not be inconsistent with the provisions of applicable
      law. Officer agrees that Employer may add to or change Officer's duties as
      business considerations dictate, provided such changes are consistent with
      a Senior Executive Vice President position of Employer as determined by
      the Chief Executive Officer of Employer. Officer shall have such


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      official power and authority as shall reasonably be required to enable him
      to discharge his duties in the offices which he may hold. All compensation
      paid to Officer by Employer or any of its affiliates shall be aggregated
      in determining whether Officer has received the benefits provided for
      herein, but without prejudice to the allocation of costs among the
      entities to which Officer renders services hereunder.

3.    SCOPE OF THIS AGREEMENT AND OUTSIDE AFFILIATIONS. During the term of this
      Agreement, Officer shall devote his full business time and energy, except
      as expressly provided below, to the business, affairs and interests of
      Employer and its affiliates, and matters related thereto, and shall use
      his best efforts and abilities to promote their respective interests.
      Officer agrees that he will diligently endeavor to promote the business,
      affairs and interests of Employer and its affiliates and perform services
      contemplated hereby, in accordance with the policies established by the
      Board of Directors of the applicable entity, which policies shall be
      consistent with this Agreement. If so requested by Employer, Officer
      agrees to serve without additional remuneration as an officer of one or
      more (direct or indirect) subsidiaries, affiliates or successors of
      Employer, subject to appropriate authorization by the affiliate,
      subsidiary or successor involved and any limitation under applicable law.

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

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

4.    COMPENSATION AND BENEFITS.

      a.    BASE SALARY. Employer shall pay to Officer a base salary in respect
            of the fiscal year of Employer (a "Fiscal Year") ending December 31,
            2002 and 2003 at the annual rate of $600,000 (the "Annual Rate"). In
            respect of the Fiscal Years ending in 2004, 2005, 2006 and 2007, the
            Chief Executive Officer of Employer may increase the Annual Rate,
            with the approval of the Board of Directors. Any increase in rate
            shall thereafter be the "Annual Rate" hereunder. During the term of
            this Agreement, Employer may not decrease the Annual Rate.

      b.    INCENTIVE COMPENSATION. Employer shall pay to Officer for each of
            the Fiscal Years ending during the term of this Agreement an
            incentive compensation award in an amount determined pursuant to the
            Annual Incentive Plan attached hereto as Appendix A. The terms of
            the Annual Incentive Plan shall be determined in the first quarter
            of each Fiscal year during the term of this Agreement, as mutually
            agreed upon by Employer and Officer. The annual


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            target incentive shall be 50% of the Annual Rate ("Target Incentive
            Amount") and the maximum annual incentive payable shall be 100% of
            the Annual Rate. If a new annual incentive plan is not executed by
            Employer and Officer for any reason by the end of the first quarter
            of the Fiscal Year (or within 90 days of the date of this Agreement
            for the year 2002), then the maximum incentive compensation award
            for the new Fiscal Year shall be deemed set at 25% of Officer's base
            salary. Unless stated otherwise in Sections 5 (a), (b), (d) or (e),
            in order to be eligible for the incentive compensation award,
            Officer must still be employed as of March 31st of the Fiscal Year
            following the relevant Fiscal Year. The incentive compensation award
            payable to Officer for any Fiscal Year shall be paid no later than
            thirty (30) days after completion and publication of the applicable
            audited financial statements for such Fiscal Year.

      c.    STOCK OPTIONS AND RESTRICTED STOCK. Employer's public company
            affiliate, IndyMac Bancorp, Inc., or any successor public company
            ("Public Company"), shall grant to Officer a stock option grant of
            500,000 shares of the Public Company's common stock on December 2,
            2002 (the "Option"). The Option shall vest equally over 5 years from
            the date of grant.

            Officer agrees that any stock options or restricted stock granted to
            him under his prior Employment Agreement(s), or granted separate
            from any such Employment Agreement(s), shall be subject to the terms
            of the 2002 Stock Option Plan except as may be expressly provided
            otherwise in this Agreement.

            All stock options and restricted stock granted in accordance with
            this Section 4(c): (i) shall be granted pursuant to the Public
            Company's current stock option plan, or such other stock option plan
            or plans as may be or come into effect during the term of this
            Agreement, (ii) shall be priced and vest in accordance with the
            terms set by the Management Development and Compensation Committee
            of the Board of Directors of the Public Company ("Compensation
            Committee"), (iii) shall be subject to such other reasonable terms
            and conditions as may be determined by the Compensation Committee
            and set forth in the agreement or other document evidencing the
            award, (iv) in the event that Officer's employment is terminated due
            to death, Disability, or for Good Reason (as defined in Section
            5(d)), shall, if then unvested, become immediately and fully vested,
            (v) in the event that Officer's employment is terminated through
            resignation or by Employer for Cause (as defined in Section 5(c)),
            shall, if not then vested, immediately terminate, (vi) in the event
            that Officer's employment is terminated by Employer other than for
            Cause (as defined in Section 5(e)), shall, if not then vested,
            become immediately and fully vested only to the extent that such
            restricted stock or stock options would, under the terms of such
            restricted stock or stock options, vest within one (1) year of such
            termination, (vii) in the event of a Change in Control (as defined
            in Appendix B), shall, if not then vested, become vested on the one
            year anniversary date of the Change in Control, provided Officer is
            still employed by Employer or its successor on such date,(viii)
            shall, if Officer is terminated under the terms of Section 5 (a),
            (b), (d) or (e) within one year of Change in


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            Control, shall immediately and fully vest (ix) in the event that
            this Agreement terminates according to its terms (as provided in
            5(g)), shall become immediately and fully vested, and (x) shall give
            Officer the right, after a termination other than by Officer's
            resignation or by Employer for Cause, to exercise such options for a
            period of twelve (12) months ) (but in no event later than their
            expiration date).

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

      d.    DEFERRED COMPENSATION. On January 1, 2004 (the "Credit Date"),
            Employer shall credit Officer's account (the "Account") under the
            IndyMac Bancorp, Inc. Deferred Compensation Plan (the "Deferred
            Compensation Plan") with $1,500,000 (the "Deferred Compensation
            Credit"), which amount shall vest as follows. Twenty percent (20%)
            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 fifth 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(g)). In
            the event of the termination of Officer's employment (whether before
            or after the Credit Date)pursuant to Sections 5(a), (b), (d), or
            (e), the entire amount of the Deferred Compensation Credit shall be
            vested. In the event of the termination of Officer's employment
            pursuant to Sections 5(c) or (f), any unvested portion of the
            Deferred Compensation Credit shall be forfeited on the Termination
            Date.

      e.    ADDITIONAL BENEFITS. Officer shall also be entitled to all rights
            and benefits for which he is otherwise eligible under any bonus
            plan,


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            stock purchase plan, participation or extra compensation plan,
            executive compensation plan, pension plan, profit-sharing plan,
            deferred compensation plan, life and medical insurance policy, or
            other plans or benefits, which Employer or its subsidiaries may
            provide for him, or provided he is eligible to participate therein,
            for senior officers generally or for employees generally, during the
            term of this Agreement (collectively, "Additional Benefits").
            Officer shall also be entitled to four (4) weeks of vacation each
            Fiscal Year, subject to all applicable policies of Employer relating
            to vacation time. This Agreement shall not affect the provision of
            any other compensation, retirement or other benefit program or plan
            of Employer. If Officer's employment is terminated hereunder,
            pursuant to Section 5(a), 5(b) or 5(e), Employer shall continue for
            the period specified in Section 5(a), 5(b) or 5(e) hereof, to
            provide benefits substantially equivalent to the life, disability
            and medical insurance policies on behalf of Officer and his
            dependents and beneficiaries which were being provided to them
            immediately prior to Officer's Termination Date, but only to the
            extent that Officer is not entitled to comparable benefits from
            other employment.

      f.    DEFERRAL OF AMOUNTS PAYABLE HEREUNDER. In the event Officer should
            desire to defer receipt of any cash payments to which he would
            otherwise be entitled hereunder, he may present such a written
            request to the Compensation Committee which, in its sole discretion,
            may enter into a separate deferred compensation agreement with
            Officer.

      g.    CLUB MEMBERSHIPS. Employer shall pay standard annual and monthly
            membership fees and any business related charges for Officer's
            participation in the La Canada Flintridge Country Club and such
            other memberships as may be approved by the Chief Executive Officer.

      h.    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 by Employer in a
            face amount equal to three (3) times Officer's Annual Rate 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 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, and provided further, that the
            purchase of split dollar life insurance is permissible by law for
            executives of Officer's level. If the purchase of split dollar life
            insurance is not permissible by law for executives of Officer's
            level, Employer shall have no obligation to purchase such insurance.

      i.    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,


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            maintenance and operating expenses, such automobile or amount to be
            mutually agreed to by the Compensation Committee and Officer.

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

      a.    DISABILITY. In the event that Officer shall fail (with or without
            reasonable accommodation), because of illness, injury or similar
            incapacity ("Disability"), to render for four (4) consecutive
            calendar months, or for shorter periods aggregating eighty (80) or
            more business days in any twelve (12) month period, services
            contemplated by this Agreement, Officer's full-time employment
            hereunder may be terminated, by written Notice of Termination from
            Employer to Officer; and thereafter, Employer shall continue, from
            the Termination Date until Officer's death or December 31, 2007,
            whichever first occurs (the "Disability Payment Period"), (i) to pay
            compensation to Officer, in the same manner as in effect immediately
            prior to the Termination Date, in an amount equal to (1) fifty
            percent (50%) of the then existing Annual Rate payable immediately
            prior to the termination, minus (2) the amount of any cash payments
            due to him under the terms of Employer's disability insurance or
            other disability benefit plans (which are paid for by Employer) or
            Employer's tax-qualified Defined Benefit Pension Plan, and any
            compensation he may receive pursuant to any other employment, and
            (ii) to provide during the greater of the Disability Payment Period
            or two years, the additional benefits specified in the last sentence
            of Section 4(e) hereof. To the extent not otherwise vested, all
            outstanding stock options and restricted stock granted to Officer
            pursuant to Section 4(c) will vest upon his termination because of
            Disability.

            The determination of Disability shall be made only after 30 days'
            notice to Officer (which may run concurrently with the Notice of
            Termination). In order to determine Disability, both Employer and
            Officer shall have the right to provide medical evidence to support
            their respective positions, with the ultimate decision regarding
            Disability to be made by a majority of the members of Employer's
            Benefits Committee.

      b.    DEATH. In the event that Officer shall die during the term of this
            Agreement, Employer shall pay to such person or persons as Officer
            shall have directed in writing or, in the absence of a designation,
            to his estate (the "Beneficiary") an amount equal to two times the
            Annual Rate. Such payment shall be made within 45 days of the death
            of Officer. Employer shall also provide during the two year period
            following the date of Officer's death the additional benefits
            specified in the last sentence of Section 4(e) hereof. If Officer's
            death occurs while he is receiving payments for Disability under
            Section 5(a) above, such payments shall cease and the Beneficiary
            shall be entitled to the payments and benefits under this Section
            5(b). This Agreement in all other respects will terminate upon the
            death of Officer; provided, however, that (i) the termination


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            of the Agreement shall not affect Officer's entitlement to all other
            benefits in which he has become vested or which are otherwise
            payable in respect of periods ending prior to its termination, and
            (ii) to the extent not otherwise vested, all outstanding stock
            options and restricted stock granted to Officer pursuant to Section
            4(c) will vest upon his death.

      c.    CAUSE. Employer may terminate Officer's employment under this
            Agreement for "Cause." A termination for Cause is a termination by
            reason of (i) a material breach of this Agreement by Officer (other
            than as a result of incapacity due to physical or mental illness)
            which is committed in bad faith or without reasonable belief that
            such breach is in the best interests of Employer, (ii) an act or
            omission to act by the Officer involving commission of a fraud,
            theft, or any knowing or deliberate action or inaction in
            contravention of a material direct order from the Officer's direct
            supervisor which is within the scope of this Agreement and does not
            involve the performance of an illegal act or omission to act, (iii)
            entry of an order duly issued by any federal or state regulatory
            agency having jurisdiction in the matter removing Officer from
            office of Employer or its affiliates or permanently prohibiting him
            from participation in the conduct of the affairs of Employer or any
            of its affiliates, or (iv) Officer's conviction of a felony, or
            removal from office and/or suspension or temporary prohibition from
            participating in the conduct of Employer's or any of its affiliates'
            affairs by any federal or state regulatory authority having
            jurisdiction in the matter. If Officer is terminated pursuant to
            this Section 5(c)(iii) or 5(c)(iv), Employer's obligations under
            Sections 4(a), 4(b), 4(c), and 4(d) hereof shall be automatically
            suspended; provided, however, that if the charges resulting in such
            removal or prohibition are finally dismissed or if a final judgment
            on the merits of such charges is issued in favor of Officer, or if
            the conviction is overturned on appeal, then Officer shall be
            reinstated in full with back pay for the removal period plus accrued
            interest at the rate then payable on judgments. During the period
            that Employer's obligations under Sections 4(a), 4(b), 4(c), and
            4(d) hereof are suspended, Officer shall continue to be entitled to
            receive life, disability and medical insurance policies under
            Section 4(e) until the conviction of the felony, or misdemeanor
            carrying a jail term, or removal from office has become final and
            non-appealable. When the conviction of the felony or removal from
            office has become final and non-appealable, all of Employer's
            obligations hereunder shall terminate; provided, however, that the
            termination of Officer's employment pursuant to this Section 5(c)
            shall not affect Officer's entitlement to all benefits in which he
            has become vested or which are otherwise payable in respect of
            periods ending prior to his suspension or termination. Following a
            termination for Cause, Officer shall be entitled to payment of his
            base salary through his


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            last day of employment, and any accrued vacation pay, but no other
            payments or benefits hereunder or otherwise whatsoever.

      d.    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 material diminution in Officer's
            then powers, reporting requirements, duties or responsibilities,
            provided such diminution occurs following a Change in Control or is
            instigated by someone other than the Chief Executive Officer or the
            members of the Board of Directors who are members as of the date of
            this Agreement,

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

                  (iii) 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, Officer
            shall receive the payments and benefits described in Section 5(e).

      e.    TERMINATION OTHER THAN FOR CAUSE.

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

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

                  (2)   within 30 days after such last day, a single payment in
                        an amount equal to two (2) times the sum of the Annual
                        Rate and the Target Incentive Amount, plus a pro-rata
                        bonus for the Fiscal Year in which Officer is
                        terminated, the amount of which will be determined in
                        the sole and absolute discretion of Employer, and


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

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

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

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

      f.    RESIGNATION

            If during the term of this Agreement, Officer shall resign other
            than for Good Reason, Officer shall be entitled to payment of his
            base salary through his last day of employment, but all other rights
            to payment or benefits hereunder shall immediately terminate;
            provided, however, that the termination of Officer's employment
            pursuant to this Section 5(f) shall not affect Officer's entitlement
            to all benefits in which he has become vested or which are otherwise
            payable in respect of periods ending prior to his termination of
            employment, and all


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            obligations of Officer under Sections 9(f) and 9(j) shall expressly
            survive such termination.

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

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

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

      b.    CHANGE IN CONTROL. For two years following a change in control of
            the Company, as declared by the Board of Directors, Employer may
            only require Officer to relocate within the three counties
            identified above and only if such relocation is to the Corporate
            Headquarters location of Employer. During this time period, if
            Employer requests that Officer relocate outside of the three
            counties identified above, or within the three counties, but not to
            the Corporate Headquarters location, Officer shall have the option
            of agreeing to such relocation and the terms of this Agreement shall
            continue in full force and effect. If Officer declines to relocate
            outside of the locations referenced above, either the Officer or
            Employer shall provide the other party with a Notice of Termination
            in accordance with Section 5(g) and the Officer will be deemed to
            have been terminated pursuant to Section 5(e).

7.    REIMBURSEMENT OF BUSINESS EXPENSES. During the term of this Agreement,
      Employer shall reimburse Officer promptly for all business expenditures to
      the extent


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      that such expenditures meet the requirements of the Code for deductibility
      by Employer for federal income tax purposes or are otherwise in compliance
      with the rules and policies of Employer and are substantiated by Officer
      as required by the Internal Revenue Service and rules and policies of
      Employer.

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

9.    MISCELLANEOUS.

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

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

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


                                       11
<PAGE>

            deposited as certified mail, return receipt requested, postage paid
            and properly addressed to the designated address of the party to
            receive the notices.

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

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

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

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


                                       12
<PAGE>

            or in response to a lawful inquiry from a governmental or regulatory
            authority, (iii) lawfully obtainable from other sources, or (iv)
            authorized by Employer. Furthermore, in order to protect the trade
            secret or confidential information of Employer, Officer hereby
            agrees not to accept any employment or engage in any activities
            competitive with the Employer for a period of one year after
            termination of employment if the loyal and complete fulfillment of
            the duties of the competitive employment or activities would
            inherently call upon Officer to reveal or use any of the trade
            secret or Confidential Information of Employer to which Officer had
            access during employment by Employer. The provisions of this
            subsection shall survive the expiration, suspension or termination,
            for any reason, of this Agreement.

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

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

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


                                       13
<PAGE>

      j.    NO SOLICITATION.

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

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

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

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

            (ii)  CONSIDERATION. The consideration for the foregoing covenants,
                  as well as the covenants in Section 5(e)(iii), 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(e).

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

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


                                       14
<PAGE>

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

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

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

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

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

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

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

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


                                       15
<PAGE>

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

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

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


                                       16
<PAGE>

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

EMPLOYER

By:___________________________________________
Name:   Michael W. Perry
Title:  Vice Chairman and Chief Executive Officer

Officer:

______________________________________________
in his individual capacity

                             PARENT COMPANY GUARANTY

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

IndyMac Bancorp, Inc.

By:___________________________________________
   Michael W. Perry
   Vice Chairman & Chief Executive Officer

Date: ________________________________________


                                       17
<PAGE>
                                   APPENDIX A
                                 PROFIT CENTER
                             ANNUAL INCENTIVE PLAN


<Table>
<S>                                <C>
Officer Name:                      Richard Wohl
Annual Base Rate for 2002:         $600,000
Target Annual Bonus for 2003:      $300,000
Target Quarterly Bonus for 2003:   $0
</Table>


Annual or Quarterly Incentive Awards:
------------------------------------

     Officer shall be eligible for an Annual or Quarterly Incentive Awards (as
     applicable), which shall be comprised of the following components:

          1. Business Metrics
          2. Safety and Soundness, Compliance, Internal Audit and Internal
             Controls (Wrap)
          3. Subjective Assessment (Wrap)

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

Note: Appendix A from March 2002, indicating base salary of $544,500, will be in
effect until December 2002, and the target annual bonus of $200,000 indicated on
such Appendix A will be in effect for the full year of 2002.

                                       18
<PAGE>

                                   Appendix B

      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


                                       19
<PAGE>

      the corporation resulting from such merger, consolidation or
      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.


                                       20