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                                                                   Exhibit 10.23

                           DIRECTOR EMERITUS AGREEMENT

Director Emeritus Agreement, dated as of August 1, 2002, by and between IndyMac
Bancorp, Inc., a Delaware Corporation (the "Company"), and Frederick J.
Napolitano (the "Retiring Director").

                                   WITNESSETH

         WHEREAS, at a special meeting of the Board of Directors of the Company
duly held on July 18, 1995, the Board adopted the resolutions authorizing the
creation of a Director Emeritus position for directors of the Company who
retired after such date; and

         WHEREAS, Retiring Director has retired from the Board of Directors of
the Company, has attained the age of 72 and desires to be appointed to the
position of Director Emeritus; and

         WHEREAS, the Company desires to appoint Retiring Director to the
position of Director Emeritus in order to receive valuable advisory and
consultation services from Retiring Director.

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

         1.       Appointment of Director Emeritus. The Company hereby appoints
                  Retiring Director, and Retiring Director consents to his
                  appointment, to the position of Director Emeritus to serve as
                  an advisor and consultant to the Company and its subsidiaries
                  on such business matters as the Board of Directors of the
                  Company may determine from time to time.

         2.       Duties. Retiring Director hereby covenants and agrees to make
                  himself available to the Company and its subsidiaries on a
                  consulting basis, to provide advice to the Company and its
                  subsidiaries on policy matters with respect to the business
                  and affairs of the Company and its subsidiaries as the Board
                  of Directors or senior management of the Company may
                  determine, and to attend meetings as requested by the Company
                  at mutually convenient times and places to provide advice and
                  consultation on such business matters as the Board of
                  Directors or senior management of the Company may determine.
                  Retiring Director shall be entitled to reimbursement for
                  reasonable travel-related expenses, for himself and his spouse
                  for airfare to Pasadena, Ca, two nights lodging, meals and
                  ground transportation, incurred in connection with one trip
                  annually to Pasadena, California in connection with the
                  performance of his duties hereunder.

         3.       Restrictive Covenants. Retiring Director further covenants and
                  agrees that during the term of this Agreement, he will
                  maintain strict confidentiality concerning the non-public
                  affairs of the Company. Retiring Director will refrain from
                  entering into an employment or consulting arrangement with, or
                  from supplying any information or materials to, any direct or
                  indirect competitor of the Company or its subsidiaries. In the
                  event the Retiring Director is not certain whether an
                  enterprise is a direct or
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                  indirect competitor of the Company or any of its subsidiaries,
                  he shall promptly notify the Company's Board of Directors of
                  the name of such enterprise, and the Company's determination
                  shall be binding and conclusive.

         4.       Compensation. Retiring Director shall be entitled on an annual
                  basis to compensation in accordance with the following
                  schedule based on the number of years of service as a Director
                  of the Company and the amount of the director's fees,
                  exclusive of reimbursable expenses, paid to him during the
                  last twelve months of service as a Director of the Company
                  prior to his retirement.

<TABLE>
<CAPTION>
Years of Service  Monthly Compensation
----------------  --------------------
<S>               <C>
5 years           45% of the last twelve months director's fee

10 years          70% of the last twelve months director's fees

15 years          95% of the last twelve months director's fees
</TABLE>

         The amount payable to Retiring Director on an annual basis pursuant to
         the above schedule shall be $76,000.00.

         5.       Term of Agreement. The term of this Agreement is for the life
                  of the Retiring Director. However, Retiring Director may
                  terminate this Agreement at any time upon 30 days written
                  notice to the Company.

         6.       Death Benefit. In the event of death of the Retiring Director
                  while serving the Company prior to the time that Retiring
                  Director has received five years of compensation pursuant to
                  this Agreement, the Company will pay to the estate of Retiring
                  Director, in a lump sum, a death benefit equal to a percentage
                  of the Retiring Director's compensation for one year as
                  calculated under Section 4 hereof, such percentage to be
                  determined in accordance with the following table:

<TABLE>
<CAPTION>
                                         Death Benefit as Percentage
                                         Of Single Year's Compensation
Date of Death                            under Section 4_____________
-------------                            -----------------------------
<S>                                      <C>
One year or less after
date of Agreement                        100%

More than one year but less than          80%
two years after date of Agreement

More than two years but less than
three years after date of Agreement       60%
</TABLE>

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<TABLE>
<S>                                      <C>
More than three years but less than
four years after date of Agreement        40%

More than four years but less than
five years after date of Agreement        20%

Five or more Years after date of
Agreement                                  0%
</TABLE>

         7.       Independent Contractor. Retiring Director shall act and
                  perform at all times as an independent contractor under this
                  Agreement, and nothing contained in this Agreement shall be
                  considered or applied as to create or imply the relationship
                  of partners, of agency, of joint ventures or of employer and
                  employee between the parties hereto. Retiring Director shall
                  not be eligible to participate in any existing or future
                  employee benefit plans of the Company.

         8.       Severability. If any term of provision of this Agreement
                  shall, to any extent, be invalid or unenforceable, the
                  remainder of this Agreement shall not be affected thereby, and
                  each provision of this Agreement shall be valid and
                  enforceable to the fullest extent permitted by law.

         9.       Entire Agreement. It is understood and agreed that this
                  Agreement expresses the complete and final understanding
                  between the parties hereto, and that this Agreement may not be
                  changed or modified except by written agreement executed by
                  both parties hereto.

         10.      Successors and Assigns. This Agreement shall be binding upon
                  and inure to the benefit of the successors of the Company and
                  its assigns. This Agreement shall not be assignable by
                  Retiring Director, and any attempted assignment shall render
                  this Agreement null and void.

         11.      Governing Law. This Agreement shall be construed, interpreted
                  and governed by the laws of the State of California.

         12.      Notices. Any notice required or permitted to be given
                  hereunder shall be sufficient if in writing, delivery by first
                  class mail or by courier, and shall be deemed to have been
                  duly given when sent:

                                             If to the Company, to:

                                             IndyMac Bank
                                             155 N. Lake Ave
                                             Pasadena, Ca.  91101
                                             Attention:  General Counsel

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                                             If to the Retiring Director, to:

                                             1065 Bobolink Avenue
                                             Virginia Beach, VA 23451

                  Or to such other address as either party may specify in
                  writing to the other party.

         13.      Arbitration. Any controversy or claim arising out of, or
                  relating to, this Agreement or the breach thereof, shall be
                  settled by arbitration in accordance with the rules then
                  obtaining of the American Arbitration Association, and
                  judgment upon the award rendered may be entered in any court
                  having jurisdiction thereof.

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

                                    INDYMAC BANCORP, INC.

                                    By: ___________________________
                                          Michael Perry
                                          Vice Chairman, Chief Executive Officer

                                        ________________________________
                                          Frederick J. Napolitano

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