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                                                                   Exhibit 10.27
                       DIRECTOR INDEMNIFICATION AGREEMENT

         THIS INDEMNIFICATION AGREEMENT, dated _____ __, 2003 (the "Agreement"),
is entered into between INDYMAC BANCORP, INC., a Delaware corporation (the
"Company"), and _________________ ("Indemnitee") on the basis of the following
facts:

         A.       The Company desires to attract and retain the services of
highly qualified individuals, such as Indemnitee, to serve as directors of the
Company and its subsidiaries and in other capacities with respect to the
Company, its subsidiaries and its other related entities.

         B.       The statutes and judicial decisions regarding the duties of
directors and persons serving corporations in other capacities are often
difficult to apply, ambiguous or conflicting, and therefore fail to provide such
persons with adequate knowledge of the legal risks to which they are exposed or
clear guidance regarding the appropriate course of action in specific
situations.

         C.       Highly qualified and experienced persons are becoming more
reluctant to serve as directors of corporations or to serve corporations in
other capacities unless they are provided with adequate protection through
indemnification and insurance against the inordinate and increasing risks, and
costs of defense, of claims and litigation against them arising out of their
service to and activities on behalf of the corporation.

         D.       The Company and Indemnitee are aware that the costs of
directors and officers liability insurance has increased substantially, that the
scope of coverage provided by such insurance has been made subject to exclusions
of various types or otherwise reduced, and that these trends are likely to
continue.

         E.       The Certificate of Incorporation and Bylaws of the Company
provide that the Company shall indemnify persons serving as directors of or in
other capacities with the Company or, at the request of the Company, as
directors of or in other capacities with another corporation or entity to the
maximum extent permitted by law and further provide that the provisions
regarding indemnification contained in the Certificate of Incorporation and
Bylaws are not exclusive.

         F.       The Company and Indemnitee desire to provide greater assurance
and specificity regarding the rights of Indemnitee to receive indemnification
from the Company, and advancement of litigation expenses, to the maximum extent
permitted by Delaware law and to have the benefit of coverage by directors and
officers liability insurance.

         NOW, THEREFORE, for good and valuable consideration, including
Indemnitee's service as a director of the Company or its subsidiary, IndyMac
Bank, F.S.B., the Company and Indemnitee hereby agree as follows:

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         SECTION 1.        INDEMNIFICATION.

                  (a)      General Indemnification Rights. The Company hereby
agrees to indemnify Indemnitee to the fullest extent permitted by law, whether
or not such indemnification is specifically authorized by the provisions of this
Agreement, by the Company's Certificate of Incorporation or Bylaws, or by
statute. In the event of any change, after the date of this Agreement, in any
applicable law, statute or rule which has the effect of expanding the right or
obligation of a Delaware corporation to indemnify a member of its board of
directors, such change shall be automatically deemed to be incorporated into
this Agreement and thereby to expand Indemnitee's rights and the Company's
obligations under this Agreement. In the event of any change in any applicable
law, statute or rule which limits the right of a Delaware corporation to
indemnify a member of its board of directors, it is the intention and agreement
of the Company and Indemnitee that such change shall not have any effect on this
Agreement or the parties' rights and obligations hereunder.

                  (b)      Third Party Proceedings. Without limiting the
generality of Section 1(a) of this Agreement, the Company shall indemnify
Indemnitee if Indemnitee is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, including
any alternative dispute resolution mechanism, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Company) by reason of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company or any subsidiary of the Company, or by reason
of the fact that Indemnitee is or was serving at the request of the Company as a
director, officer, employee, consultant or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including reasonable attorneys' fees, judgments, fines, excise taxes and amounts
paid in settlement (if such settlement is approved in advance by the Company,
which approval shall not be unreasonably withheld or delayed) incurred by
Indemnitee in connection with such action, suit or proceeding (including, but
not limited to, the investigation, defense or appeal thereof and obtaining
indemnification from the Company with respect thereto) if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe Indemnitee's conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that Indemnitee did not
act in good faith and in a manner which Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company, or, with respect to any
criminal action or proceeding, had reasonable cause to believe that Indemnitee's
conduct was unlawful.

                  (c)      Proceedings By or in the Right of the Company.
Without limiting the generality of Section 1(a) of this Agreement, the Company
shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding by or in the right of the Company or any subsidiary of the Company to
procure a judgment in its favor by reason of the fact that Indemnitee is or was
a director, officer, employee, consultant or agent of the Company or any
subsidiary of the Company, or by reason of the fact that Indemnitee is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including reasonable attorneys' fees,

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judgments and, to the fullest extent permitted by law, amounts paid in
settlement, incurred by Indemnitee in connection with the defense or settlement
of such action or suit (including, but not limited to, the investigation,
defense or appeal thereof and obtaining indemnification from the Company with
respect thereto) if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company, except that no indemnification shall be made in respect of any claim,
issue or matter as to which Indemnitee shall have been adjudged to be liable to
the Company, unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery of the State
of Delaware or such other court shall deem proper.

                  (d)      Mandatory Payment of Expenses. To the extent that
Indemnitee has been required to serve as a witness by the Company or any other
party or has been successful, on the merits or otherwise, including dismissal of
an action or portion thereof without prejudice, in the defense of any action,
suit or proceeding referred to in this Section 1, or in defense of any claim,
issue or matter therein, Indemnitee shall be indemnified against the expenses,
including reasonable attorneys' fees, incurred by Indemnitee in connection
therewith.

                  (e)      Partial Indemnification. If Indemnitee is successful
in the defense or settlement of only a portion of an action, suit or proceeding,
Indemnitee shall be entitled to indemnification by the Company for the maximum
portion of the expenses, judgments, fines or penalties paid or incurred by
Indemnitee in the investigation, defense, appeal or settlement of such action,
suit or proceeding that may be reasonably attributed or allocable to such
successfully defended portion of such action, suit or proceeding.

         SECTION  2.       ADVANCEMENT OF EXPENSES.

         The Company shall advance to Indemnitee all expenses, including
reasonable attorneys' fees, incurred by Indemnitee in connection with the
investigation, defense, settlement or appeal of any civil or criminal action,
suit or proceeding referred to in Section 1 of this Agreement or in connection
with any action, suit or proceeding initiated by Indemnitee that is within the
scope of Section 8 of this Agreement. To the extent required by the Delaware
General Corporation Law as a condition to the advancement of such expenses,
Indemnitee hereby undertakes to repay such amounts advanced if, and to the
extent that, it shall ultimately be determined in accordance with applicable law
and this Agreement that Indemnitee is not entitled to be indemnified by the
Company as authorized hereby. The advances to be made hereunder shall be paid by
the Company to Indemnitee within twenty (20) days following delivery of each
written request by Indemnitee to the Company therefor, which requests shall not
(except in extraordinary circumstances) be made more frequently than monthly and
shall be accompanied by any applicable invoices or other reasonable
documentation of the expenses for which payment is requested by Indemnitee;
provided, that Indemnitee shall not in any event be required to provide any
information which is privileged or otherwise protected from disclosure in
connection therewith.

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         SECTION  3.       PROCEDURES FOR INDEMNIFICATION AND ADVANCEMENT OF
                           EXPENSES.

                  (a)      Notification by Indemnitee. Indemnitee shall give the
Company notice in writing as soon as reasonably practicable of any claim made
against Indemnitee for which indemnification may be sought under this Agreement;
provided, that failure to give, or delay in giving, such notice shall not affect
Indemnitee's rights under this Agreement.

                  (b)      Determination by the Company. Upon any written
request by Indemnitee for indemnification, the Company shall make a
determination with respect to whether or not Indemnitee has in the specific case
met the standards of conduct which make it permissible under applicable law for
the Company to indemnify Indemnitee. Such determination shall be made within
sixty (60) days after the Company's receipt of Indemnitee's request for such
determination by any of the following procedures, which shall, except as
provided in Section 3(f), be selected by the Company: (i) by a majority vote of
the Disinterested Directors (as hereinafter defined), even though less than a
quorum of the Company's Board of Directors, or (ii) by Independent Counsel (as
hereinafter defined), selected by the Company, in a written opinion to the
Company's Board of Directors, a copy of which shall be delivered to Indemnitee,
or (iii) by the stockholders of the Company. Indemnitee shall cooperate with the
person, persons or entity making such determination with respect to Indemnitee's
entitlement to indemnification, including providing to such person, persons or
entity upon reasonable request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to make such determination. Any
costs or expenses, including reasonable attorneys' fees, incurred by Indemnitee
in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (whether or not it is ultimately determined that
Indemnitee is entitled to indemnification) and the Company hereby indemnifies
and agrees to hold Indemnitee harmless therefrom.

                  (c)      Right of Indemnitee to Bring Action for
Indemnification or Advancement of Expenses. Any indemnification provided for in
Section 1 of this Agreement shall be made no later than sixty (60) days after
the Company's receipt of Indemnitee's written request therefor. If a claim for
indemnification, whether under this Agreement, any statute, any provision of the
Company's Certificate of Incorporation or Bylaws or otherwise, is not paid in
full by the Company within sixty (60) days after a written request for payment
thereof has been received by the Company, or if any requested advancement of
expenses is not paid in full within twenty (20) days after appropriate request
therefor as provided in Section 2 of this Agreement has been received by the
Company, Indemnitee may, at any time thereafter, bring an action against the
Company to recover the unpaid amount of the claim or request. In any such
action, it shall be presumed that Indemnitee is entitled to the indemnification
and advancement of expenses sought by Indemnitee and the Company shall have the
burden of proving that Indemnitee is not so entitled pursuant to this Agreement
and applicable law. In addition, if the Company contests Indemnitee's right to
be indemnified for the amount claimed, (i) the question of Indemnitee's right to
be indemnified for the amount claimed shall be for the court to decide de novo,
(ii) it shall not be a defense that the Company or any other authorized person
has made a determination under Section 3(b) or Section 3(f) of this Agreement or
otherwise that Indemnitee is not entitled to be indemnified for the amount
claimed or has not yet made a determination on that question,

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and (iii) the Company agrees that it will not contest the validity or
enforceability of this Agreement.

                  (d)      Notice to Insurers. If, at the time the Company is
notified of any claim pursuant to Section 3(a), the Company has directors and
officers liability insurance in effect, the Company shall give prompt notice of
such claim to the insurers with respect to all policies of such insurance that
are then in effect in accordance with the procedures set forth in the respective
policies. The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of Indemnitee, all amounts payable in
connection with such claim in accordance with the terms of such policies.

                  (e)      Selection of Counsel. In the event the Company shall
be obligated to pay the expenses of any proceeding against Indemnitee, the
Company shall be entitled to assume the defense of such proceeding with counsel
selected by the Company, if it and such counsel may appropriately do so under
applicable legal and ethical requirements and subject to the approval of such
counsel by Indemnitee (which approval shall not be unreasonably withheld or
delayed), upon the delivery to Indemnitee of written notice of its election to
do so. After delivery of such notice, approval of such counsel by Indemnitee and
the retention of such counsel by the Company, the Company shall not be liable to
Indemnitee for any fees of counsel subsequently incurred by Indemnitee with
respect to the same proceeding; provided, that (i) Indemnitee shall have the
right to employ counsel of Indemnitee's choice in any such proceeding at
Indemnitee's expense, and (ii) if (A) the employment of separate counsel by
Indemnitee has been previously authorized by the Company, (B) Indemnitee shall
have reasonably concluded that there may be a conflict of interest between the
Company and Indemnitee in the conduct of any such defense, or (C) the Company
shall not in fact have employed counsel to assume the defense of such proceeding
within thirty (30) days of its notice of intention to assume the defense of the
proceeding, or such shorter period as shall be necessary to avoid adversely
affecting the defense of Indemnitee, then, in any of the foregoing cases, the
fees and expenses of Indemnitee's counsel shall be paid by the Company.

                  (f)      Change in Control. Following a Change in Control (as
hereinafter defined), all matters arising concerning the rights of Indemnitee to
indemnification under this Agreement or any other agreement or under the
Company's Certificate of Incorporation or Bylaws as now or hereafter in effect,
or under any other applicable law shall, if desired by Indemnitee, be determined
by Independent Counsel selected by Indemnitee and approved by the Company (which
approval shall not be unreasonably withheld or delayed). Such Independent
Counsel shall, among other things, render its written opinion to the Company and
Indemnitee as to whether and to what extent Indemnitee is entitled to
indemnification hereunder and under applicable law, which opinion shall be
binding on the Company but shall not affect the right of Indemnitee to bring an
action for indemnification pursuant to Section 3(c) hereof. The Company shall
pay the fees of such Independent Counsel and shall indemnify the same against
any and all expenses, claims, liabilities and damages arising out of or relating
to this Agreement or its engagement pursuant hereto. Notwithstanding any other
provision of this Agreement, the Company shall not be required to retain or pay
the expenses of more than one Independent Counsel in connection with all matters
concerning a single indemnitee, and such Independent Counsel shall be the
Independent Counsel for any or all other indemnitees, unless (i) the Company
otherwise determines, or (ii) any indemnitee shall provide a written statement
setting

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forth in detail a reasonable objection to such Independent Counsel representing
other indemnitees.

         SECTION  4.       NON-EXCLUSIVITY.

         The rights to indemnification and advancement of expenses provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may be entitled under the Company's Certificate of Incorporation or
Bylaws, any other agreement, any vote of stockholders or Disinterested
Directors, the General Corporation Law of the State of Delaware or otherwise,
both as to actions in Indemnitee's official capacities with the Company and as
to actions in any other capacity while serving the Company in any official
capacity.

         SECTION  5.       INSURANCE.

         The Company shall, at all times during the effectiveness of this
Agreement, use all commercially reasonable efforts to maintain in effect one or
more policies of directors and officers liability insurance providing coverage
at least as favorable in amount and other terms as that maintained by the
Company as of the date of this Agreement. Notwithstanding the foregoing, the
Company shall not be obligated to obtain or maintain such insurance if the
Company determines in good faith that such insurance is not reasonably
available, or if the premium costs for such insurance are so disproportionate to
the amount of coverage provided as to make it commercially unreasonable to
obtain or maintain such insurance. In any such case, the Company shall give at
least 30 days prior notice to Indemnitee of such discontinuance or reduction. In
all policies of directors and officers liability insurance maintained by the
Company, Indemnitee shall be named as an insured in such a manner as to provide
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company's directors.

         SECTION  6.       EXCEPTIONS.

         Any other provision herein to the contrary notwithstanding, the Company
shall not be obligated pursuant to the terms of this Agreement:

                  (a)      Claims Initiated by Indemnitee. To indemnify or
advance expenses to Indemnitee with respect to proceedings or claims initiated
or brought voluntarily by Indemnitee and not by way of defense, except with
respect to proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other statute or law or otherwise as
required under Section 145 of the Delaware General Corporation Law, but such
indemnification or advancement of expenses may be provided by the Company in
specific cases if the Board of Directors has approved the initiation or bringing
of such suit.

                  (b)      Claims Actually Paid by Insurance. To indemnify
Indemnitee for expenses or liabilities of any type whatsoever (including, but
not limited to, judgments, fines, excise taxes or penalties, and amounts paid in
settlement) which have been paid directly to Indemnitee by an insurance carrier
under a policy of directors and officers liability insurance maintained by the
Company.

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                  (c)      Claims Under Section 16(b). To indemnify Indemnitee
for expenses and the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") or any similar successor statute.

         SECTION  7.       CONTRIBUTION.

         To the fullest extent permissible under applicable law, if the
indemnification provided for in this Agreement is unavailable to Indemnitee for
any reason whatsoever, and the Company may lawfully do so, the Company, in lieu
of indemnifying Indemnitee, shall contribute to the amount paid or incurred by
Indemnitee, for judgments, fines, penalties, excise taxes, amounts paid or to be
paid in settlement, expenses and all other amounts for which indemnification is
provided in this Agreement, in connection with any claim relating to an
indemnifiable event under this Agreement, in such proportion as is deemed fair
and reasonable in light of all of the circumstances of the related proceeding in
order to reflect (a) the relative benefits received by the Company and
Indemnitee as a result of the events or transactions asserted as the basis for
the related proceeding and (b) the relative fault of the Company (including its
directors, officers, employees and agents, other than Indemnitee) and Indemnitee
in connection with such events or transactions.

         SECTION  8.       DURATION OF AGREEMENT.

         This Agreement shall be effective during the entire period that
Indemnitee is a director of the Company or occupies any other position with the
Company, its subsidiaries or, at the request of the Company, any other entities
and shall continue in effect at all times thereafter.

         SECTION  9.       SUCCESSORS AND ASSIGNS.

         This Agreement shall be binding upon and inure to the benefit of the
Company's successors and assigns and shall insure to the benefit of Indemnitee
and Indemnitee's estate, heirs, legal representatives and assigns. The Company
shall require and cause any successor (whether direct or indirect, and whether
by purchase of assets or stock, merger, consolidation or otherwise) to all,
substantially all, or a substantial part, of the business or assets of the
Company, by written agreement, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.

         SECTION  10.      SEVERABILITY.

         If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, the validity,
legality and enforceability of the remaining provisions of this Agreement
(including, without limitation, all portions of any paragraphs of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
are not themselves invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby and, to the fullest extent possible, the provisions
of this Agreement (including, without limitation, all portions of any paragraph
of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal
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or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable and the
remainder of this Agreement taken as a whole.

         SECTION  11.      COUNTERPARTS.

         This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original, but all of which
together shall constitute one and the same instrument. Only one such counterpart
signed by the party against whom enforcement is sought need be produced to
evidence the existence and content of this Agreement.

         SECTION  12.      HEADINGS.

         The headings of the paragraphs of this Agreement are for convenience
only and shall not be deemed to constitute part of this Agreement or to affect
the construction thereof.

         SECTION  13.      DEFINITIONS; CONSTRUCTION OF TERMS:

         For purposes of this Agreement:

                  (a)      "Change in Control" means a change in control of the
Company occurring after the date hereof of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in
response to any similar item on any similar schedule or form) promulgated under
the Exchange Act) whether or not the Company is then subject to such reporting
requirement; provided, however, that, without limitation, such a Change in
Control shall be deemed to have occurred if after the date hereof (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
acquires "beneficial ownership" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing twenty
percent (25%) or more of the combined voting power of the Company's then
outstanding securities without the prior approval of at least two-thirds of the
members of the Board of Directors in office immediately prior to such person
attaining such percentage interest, or (ii) there occurs a proxy contest, or the
Company is a party to a merger, consolidation, sale of assets, plan of
liquidation or other reorganization not approved by at least two-thirds of the
members of the Board of Directors of the Company then in office, and, as a
consequence of any of the foregoing, members of the Board of Directors in office
immediately prior to such transaction or event constitute less than a majority
of the Board of Directors of the Company or its successor entity thereafter.

                  (b)      References to the "Company" shall include, in
addition to the Company as currently constituted, the resulting corporation or
other entity, any constituent corporation or other entity (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that if
Indemnitee is or was a director, officer, employee or agent of such constituent
corporation or other entity, or is or was serving at the request of such
constituent corporation or other entity as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other entity,
Indemnitee shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation or other entity
as Indemnitee would have with respect to such constituent corporation or other
entity if its separate existence had continued.

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                  (c)      "Disinterested Director" means a director of the
Company who is not or was not a party to the action, suit, investigation or
proceeding in respect of which indemnification is being sought by Indemnitee.

                  (d)      "Independent Counsel" means a law firm or a member of
a law firm that, in either case, neither is presently nor in the past five years
has been retained to represent (i) the Company or Indemnitee in any matter
material to either such party or (ii) any other party to the action, suit,
investigation or proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall
not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee's right to
indemnification under this Agreement.

                  (e)      References to "other enterprises" shall include
employee benefit and compensation plans; references to "fines" shall include any
excise taxes assessed against Indemnitee with respect to an employee benefit or
compensation plan; and references to "serving at the request of the Company"
shall include any service as a director, officer, employee or agent of the
Company which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit or compensation
plan, its participants or beneficiaries; and if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan, Indemnitee shall be
deemed to have acted in a manner "not opposed to the best interests of the
Company" as referred to in this Agreement.

         SECTION  14.      MODIFICATION AND WAIVER.

         No amendment of this Agreement shall be binding unless executed in
writing by each of the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar), nor shall any such waiver constitute
a continuing waiver.

         SECTION  15.      NOTICES.

         All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given (a) if delivered by
hand and receipted for by the party to whom said notice or other communication
shall have been directed, or (b) if mailed by certified or registered mail with
postage prepaid on the third business day after the date on which it is so
mailed, to the following addresses:

                  (a)      if to Indemnitee, to the address indicated for
                           Indemnitee on the signature page hereof.

                  (b)      if to the Company, to:

                           IndyMac Bancorp, Inc.
                           155 North Lake Avenue
                           Pasadena, CA 91101
                           Attention:  Corporate Secretary

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or to such other address as may be hereafter furnished to Indemnitee by the
Company or to the Company by Indemnitee, as the case may be, for purposes of
receiving notices under this Agreement or for receiving notices generally.

         SECTION  16.      GOVERNING LAW.

         This Agreement shall be governed by and its provisions construed in
accordance with the laws of the State of Delaware, as applied to contracts
between Delaware residents entered into and to be performed entirely within
Delaware without regard to the conflict of law principles thereof.

         SECTION  17.      SUBROGATION.

         In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all documents required and shall, subject to
payment by the Company of all related costs, do all acts that may be reasonably
necessary to secure such rights and to enable the Company effectively to bring
suit to enforce such rights.

         SECTION  18.      INTEGRATION AND ENTIRE AGREEMENT.

         This Agreement sets forth the entire understanding between the parties
hereto and supersedes all previous written and oral negotiations, commitments,
understandings and agreements relating to the subject matter hereof between the
parties hereto.

                            [signature page follows]

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

                              INDYMAC BANCORP, INC.

                              By:________________________________________

                                    Name:________________________________

                                    Title: ______________________________

                              INDEMNITEE:

                              By:________________________________________

                                    Name:_________________________________

                                    Address:_____________________________
                                            _____________________________

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