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                                                                    EXHIBIT 10.1

                         INDYMAC MORTGAGE HOLDINGS, INC.
                            2000 STOCK INCENTIVE PLAN

         1. Purpose of Plan. The purpose of this 2000 Stock Incentive Plan
("Plan") of IndyMac Mortgage Holdings, Inc., a Delaware corporation (the
"Company"), is to enable the Company and any of its subsidiaries or affiliates
to attract, retain and motivate their employees, consultants, agents, officers
and directors by providing incentives related to equity interests in and the
financial performance of the Company.

         2. Persons Eligible Under Plan. Any person, including any director of
the Company or any of its subsidiaries or affiliates, who is an officer or
employee of the Company or any of its subsidiaries or affiliates or an
individual who performs services for the Company or any of its subsidiaries or
affiliates of a nature similar to those performed by officers or employees, such
as consultants and agents (any of the foregoing, an "Employee") shall be
eligible to be considered for the grant of an Award (as defined in Section 5
below) or Awards under Section 5 of this Plan. Members of the Board of Directors
of the Company (the "Board"), and members of the boards of directors of any of
the Company's subsidiaries or affiliates who are not officers or employees of
the Company or any of its subsidiaries or affiliates ("Non-Employee Directors")
shall be eligible to receive Awards under this Plan only in the form of
nonqualified stock options granted automatically under the provisions of Section
10 of this Plan ("Director Options").

         3. Stock Subject to Plan.

                  (a) ISO Limit. The maximum number of Common Shares, $0.01 par
         value per share, of the Company (the "Common Shares") that may be
         issued pursuant to options intended to qualify as incentive stock
         options ("Incentive Stock Options") under Section 422 of the Internal
         Revenue Code of 1986, as amended (the "Code"), granted under this Plan
         is 5,000,000, and provided further that, except as otherwise provided
         herein, the aggregate Fair Market Value (as defined in Section 10) of
         Common Shares with respect to which options intended to qualify as
         Incentive Stock Options are exercisable for the first time by any
         individual during any calendar year shall not exceed the limit, if any,
         set forth in Section 422(d) of the Code or any successor provision
         thereto. For purposes of this subsection (a), the Fair Market Value (as
         defined in Section 10) of any Common Shares shall be determined as of
         the time the Incentive Stock Option with respect to the Common Shares
         is granted. Pursuant to Section 422(a)(2) of the Code, only employees
         (as that term is used in Section 422(a)(2) of the Code) of the Company
         or the Company's wholly-owned subsidiaries may receive options intended
         to qualify as Incentive Stock Options under this Plan.

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                  (b) Aggregate/Individual Share Limit.

                           (i) The maximum number of Common Shares that may be
                  issued pursuant to all Awards (including Incentive Stock
                  Options, as set forth in subsection (a) above) granted under
                  this Plan, other than Common Shares that are issued pursuant
                  to Awards and subsequently reacquired by the Company pursuant
                  to the terms and conditions of such Awards ("Reacquired Common
                  Shares"), is 5,000,000, subject to adjustment as provided in
                  or pursuant to Section 6 or 10 hereof (such maximum number, as
                  so adjusted, shall be referred to as the "Share Limit").

                           (ii) Notwithstanding anything contained herein to the
                  contrary, the aggregate number of Common Shares subject to
                  options, stock appreciation rights, and awards of restricted
                  stock granted during any calendar year to any individual shall
                  be limited to 1,000,000.

                  (c) Share Reservation. No Award may be granted under this Plan
         unless, on the date of grant, the sum of (i) the maximum number of
         Common Shares issuable at any time pursuant to such Award, plus (ii)
         the number of Common Shares that have previously been issued pursuant
         to Awards granted under this Plan, other than Reacquired Common Shares
         available for reissue, plus (iii) the maximum number of Common Shares
         that may be issued at any time after such date of grant pursuant to
         Awards that are outstanding on such date, does not exceed the Share
         Limit. Common Shares distributed under the Plan may be treasury shares,
         authorized but unissued shares or shares purchased in the open market
         for this purpose.

                  (d) Reissue of Awards and Common Shares. Awards payable in
         cash or Common Shares that are forfeited or for any reason are not so
         paid under this Plan, as well as Common Shares subject to Awards that
         expire or for any reason are terminated and are not issued or
         constitute Reacquired Common Shares, shall again be available for
         subsequent Awards under the Plan.

                  (e) Fractional Shares/Minimum Issue. Fractional share
         interests shall be disregarded, but may be accumulated. No fewer than
         100 Common Shares may be purchased on exercise of any option granted
         under this Plan ("Option") at one time unless the number purchased is
         the total number at the time available for purchase under the Option.

                  (f) Privileges of Stock Ownership. Except as otherwise
         expressly authorized by this Plan, an Award recipient shall not be
         entitled to any privilege of stock ownership as to any Common Shares
         subject to an Option granted under this Plan prior to the satisfaction
         of all conditions to the valid exercise of the Option.

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         4. Administration of Plan.

                  (a) The Committee. Except for the provisions of Section 10
         (which to the maximum extent feasible shall be self-effectuating), this
         Plan shall be administered by a committee of the Board (the
         "Committee") consisting of two or more directors, each of whom is a
         "Non-Employee Director," as such term is defined in Rule 16b-3 under
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         and an "Outside Director," as such term is defined for purposes of
         Section 162(m) of the Code.

                  (b) Powers of the Committee. Subject to the express provisions
         of this Plan, the Committee shall be authorized and empowered to do all
         things necessary or desirable in connection with the administration of
         this Plan including, without limitation, the following:

                           (i) adopt, amend and rescind rules and regulations
                  relating to this Plan;

                           (ii) determine which persons meet the requirements of
                  Section 2 hereof for eligibility under this Plan and to which
                  of such eligible persons, if any, Awards will be granted
                  hereunder;

                           (iii) grant Awards to eligible persons and determine
                  the terms and conditions thereof, including, but not limited
                  to, the number of Common Shares issuable pursuant thereto, the
                  time not more than ten (10) years after the date of an Award
                  at which time the Award shall expire or (if not vested)
                  terminate, and the conditions upon which Awards become
                  exercisable or vest or shall expire or terminate, and the
                  consideration, if any, to be paid upon receipt, exercise or
                  vesting of Awards;

                           (iv) determine whether, and the extent to which,
                  adjustments are required pursuant to Section 6 hereof;

                           (v) interpret and construe this Plan and the terms
                  and conditions of any Award granted under Section 5, whether
                  before or after the date set forth in Section 7; and

                           (vi) determine the circumstances under which,
                  consistent with the provisions of Section 7, any outstanding
                  Award under Section 5 may be amended;

         which authority (except as to clauses (ii) and (iii) above) shall
         remain in effect so long as any Award remains outstanding under this
         Plan.

                  (c) Specific Committee Responsibility and Discretion Regarding
         Awards. Subject to the express provisions of this Plan, the Committee,
         in its sole

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         and absolute discretion, shall determine all of the terms and
         conditions of each Award granted under Section 5 of this Plan, which
         terms and conditions may include, subject to such limitations as the
         Committee may from time to time impose, among other things, provisions
         that:

                           (i) permit the recipient of such Award, including any
                  recipient who is a director or officer of the Company, to pay
                  the purchase price of the Common Shares or other property
                  issuable pursuant to such Award, or such recipient's tax
                  withholding obligation upon such issuance or in respect of
                  such Award or Shares, in whole or in part, by any one or more
                  of the following:

                                    (A) the delivery of previously owned shares
                           of capital stock of the Company (including shares
                           acquired as or pursuant to Awards) then having been
                           owned by the recipient for at least six (6) months
                           (or such other period required under applicable law)
                           or the delivery of other property, or

                                    (B) the delivery of a promissory note, under
                           any applicable financing plan or on such other terms
                           and conditions, as in either case authorized by the
                           Committee, consistent with applicable law;

                           (ii) accelerate the receipt of benefits pursuant to
                  such Award upon the occurrence of specified events, including,
                  without limitation, a change of control of the Company, an
                  acquisition of a specified percentage of the voting power of
                  the Company, the dissolution or liquidation of the Company, a
                  sale of substantially all of the property and assets of the
                  Company or an event of the type described in Section 6 hereof,
                  or pursuant to the provisions of an employment contract not
                  inconsistent with the terms of this Plan, or in other
                  circumstances or upon the occurrence of other events as deemed
                  appropriate by the Committee;

                           (iii) qualify such Award as an Incentive Stock
                  Option;

                           (iv) extend the exercisability or term of any or all
                  such outstanding Awards, change the price of any or all such
                  outstanding Awards or otherwise change previously imposed
                  terms and conditions, in the specified events described in
                  clause (ii) above or in other circumstances or upon the
                  occurrence of other events as deemed appropriate by the
                  Committee, in each case subject to Section 7;

                           (v) authorize the conversion, succession or
                  substitution of outstanding Awards under Section 5 upon the
                  occurrence of any event of the type described in Section 6, or
                  in other circumstances or upon the occurrence of other events
                  as deemed appropriate by the Committee; and/or

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                           (vi) provide for automatic grants of Awards or
                  successive Awards.

                  (d) Binding Determinations. Any action taken by, or inaction
         of, the Company, the Board or the Committee relating or pursuant to
         this Plan shall be within the absolute discretion of that entity or
         body and shall be conclusive and binding upon all persons. No member of
         the Board or officer of the Company shall be liable for any such action
         or inaction of the entity or body, of another person or, except in
         circumstances involving bad faith, of himself or herself.

                  (e) Reliance on Experts. In making any determination or in
         taking or not taking any action under this Plan, the Board and the
         Committee may obtain and may rely upon the advice of experts, including
         professional advisors to the Company. No director, officer or agent of
         the Company shall be liable for any such action or determination taken
         or made or omitted in good faith.

                  (f) Delegation. The Committee may delegate ministerial,
         non-discretionary functions to individuals who are officers or
         employees of the Company. The Committee also may delegate to certain
         officer(s) of the Company the authority to grant Awards pursuant to
         Section 5 of the Plan, provided that such delegation is set forth in
         writing and includes all applicable limitations and parameters to such
         Awards, and provided further that such Awards are subsequently ratified
         by the Committee.

         5. Awards.

                  (a) Types of Awards. The Committee, on behalf of the Company,
         is authorized under this Plan to enter into any type of arrangement
         with an Employee that is not inconsistent with the provisions of this
         Plan and that by its terms, involves or might involve the issuance of
         (i) Common Shares, (ii) an option, warrant, convertible security, stock
         appreciation right or similar right with an exercise or conversion
         privilege at a fixed or variable price related to the Common Shares or
         other equity securities of the Company and/or the passage of time, the
         occurrence of one or more events, or the satisfaction of performance
         criteria or other conditions, or any combination of these variables, or
         any similar security contemplated by subsection (b) below, or (iii) any
         similar security with a value derived from the value of the Common
         Shares or other equity securities of the Company, all of which may or
         may not involve the payment of cash consideration, subject to
         subsection (e) below. The authorization of any such arrangement
         (including any benefits described in Section 5(e)) is referred to
         herein as the grant of an "Award". The date of grant may be at or after
         (but not before) the date the Committee authorizes the Award. All
         Awards shall be evidenced by a writing with a schedule memorializing
         the grant of the Award to the recipient and setting forth certain
         specifics with respect to the terms and conditions of the Award ("Award
         Memorandum").

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                  (b) Form of Awards. Awards are not restricted to any specified
         form or structure and may include, without limitation, sales or bonuses
         of stock, restricted stock, performance restricted stock, stock
         options, reload stock options, stock purchase warrants, other rights to
         acquire stock, securities convertible into or redeemable for stock,
         stock appreciation rights, limited stock appreciation rights, phantom
         stock, dividend equivalents, performance units or performance shares,
         and an Award may consist of one such security or benefit, or two or
         more of them in any combination or alternative. In addition, any Award
         that is intended to qualify as an Incentive Stock Option will
         automatically be converted into a non-qualified stock option to the
         extent that such Award does not satisfy any applicable requirement
         under Section 422 of the Code.

                  (c) Restricted Stock Awards. If expressly provided by the
         Committee, and without limiting subsection (b) above, Awards of
         restricted Common Shares ("Restricted Stock") may be made to the holder
         of any Option, based upon dividends or distributions that would have
         been received had the Common Shares covered by the Option been issued
         and outstanding on the applicable dividend record date. The terms and
         conditions of any such Awards of Restricted Stock shall be determined
         by the Committee and set forth in the applicable Award Memorandum.

                  (d) Time and Method of Exercise. Awards may be exercised in
         whole or in part at such time or times as shall be determined by the
         Committee and set forth in the applicable Award Memorandum. Awards
         shall be exercised in accordance with procedures established by the
         Committee, subject to Section 4(c)(i) and any holding periods required
         under applicable law.

                  (e) Price; Consideration; Option Pricing Limit. Common Shares
         may be issued pursuant to an Award for any lawful consideration as
         determined by the Committee, including, without limitation, cash,
         Common Shares (valued at then Fair Market Value, as defined in Section
         10), or services rendered by the recipient of such Award; provided that
         no Common Shares shall be issued for less than the minimum lawful
         consideration and no Option which is intended to be an Incentive Stock
         Option shall be granted with an exercise price that is less than the
         Fair Market Value (as defined in Section 10) of the underlying Common
         Shares on the date of grant.

                  (f) Effect of Termination of Service or Death; Change in
         Subsidiary Status. Subject to Section 4(c)(ii), and except as otherwise
         provided in the applicable Award Memorandum or otherwise specified or
         approved by the Committee, each Option and all other rights thereunder,
         to the extent not exercised (whether or not presently exercisable),
         shall terminate and become null and void at such time as the holder of
         such Option terminates service as an Employee, except that:

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                           (i) if the holder terminates service as an Employee
                  for a reason other than cause (as determined by the Committee
                  in its sole discretion), death or permanent and total
                  disability (as defined in clause (ii) below), the holder may
                  at any time within a period of three months after such
                  termination exercise such Option to the extent such Option was
                  exercisable on the date of such termination;

                           (ii) if the holder terminates service as an Employee
                  by reason of permanent and total disability (within the
                  meaning of Section 22(e)(3) of the Code), or if the holder
                  becomes permanently and totally disabled within three months
                  after termination described in clause (i), the holder may at
                  any time within a period of twelve (12) months after such
                  termination exercise such Option to the extent such Option was
                  exercisable on the date of such termination; and

                           (iii) if the holder terminates service as an Employee
                  by reason of death, or within three months after a termination
                  described in clauses (i) or (ii), then such Option may be
                  exercised within a period of twelve (12) months after the
                  holder's termination of service as an Employee, to the extent
                  such Option was exercisable on the date of such termination;

         provided, however, that in no event may any such Option be exercised by
         any holder after its expiration date.

                  Notwithstanding any of the foregoing provisions of this
         subsection (f), if the holder of an Option is an Employee of an entity
         which is a subsidiary or affiliate of the Company and such entity
         ceases to be such a subsidiary or affiliate of the Company, such event
         shall be deemed for purposes of this subsection (f) to be a termination
         of the holder's service as an Employee described in clause (i) above.
         Absence from work caused by military service or authorized sick leave
         shall not be considered a termination of service as an Employee for
         purposes of this subsection (f).

                  (g) Cash Awards; Loans. The Committee shall have the express
         authority to create, add or include a cash payment or benefit under
         this Plan, whether in lieu of, in addition to or as an Award or as a
         component of another type of Award, and to make or authorize loans to
         finance, or to otherwise accommodate the financing, acquisition or
         exercise of an Award or the satisfaction of any related tax liability.

                  (h) Transfer Restrictions. Unless otherwise permitted in the
         applicable Award Memorandum pursuant to the discretion of the
         Committee, no Award granted hereunder shall be transferable other than
         by will or the laws of descent and distribution or pursuant to a
         qualified domestic relations order.

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                  (i) Tax Withholding. Upon the issuance of Common Shares, the
         payment of cash or any other taxable event in respect of an Award under
         this Plan, such number of shares or amount of cash or other
         consideration, as the case may be, otherwise issuable or payable may be
         reduced by the amount necessary to satisfy the minimum applicable tax
         withholding requirements imposed on the Company or any of its
         subsidiaries or affiliates in respect of such Award or event, all to
         the extent and in such manner as the Committee may determine.

         6. Adjustments and Acceleration.

                  (a) Adjustments. If (i) the outstanding securities of the
                  class then subject to this Plan (the "outstanding shares") (A)
                  are increased, decreased, exchanged or converted as a result
                  of a stock split (including a split in the form of a stock
                  dividend), reverse stock split, recapitalization, or similar
                  event or (B) are exchanged for or converted into cash,
                  property or a different number or kind of securities (or if
                  cash, property or securities are distributed in respect of the
                  outstanding shares), as a result of a reorganization, merger,
                  consolidation, exchange, recapitalization, restructuring or
                  reclassification, or (ii) substantially all of the property
                  and assets of the Company are sold as an entirety, or (iii)
                  the Company is liquidated and dissolved, then, the Committee
                  (or, in the case of Director Options, the Board) shall, in
                  such manner and to such extent (if any) as is equitable and
                  appropriate, make proportionate adjustments in (x) the number
                  and type of shares or other securities or cash or other
                  property that may be acquired pursuant to Options and other
                  Awards previously granted under this Plan (and, where
                  applicable, the exercise price thereof so as to maintain the
                  same aggregate exercise price), (y) the maximum number and
                  type of shares or other securities, cash, or property that may
                  be issued or delivered pursuant to Options (including
                  Incentive Stock Options and Director Options) and other Awards
                  thereafter granted under this Plan, and (z) such other terms
                  as necessarily are affected by such event. In the case of an
                  extraordinary distribution, merger, reorganization,
                  consolidation, combination, sale of assets, exchange or spin
                  off, the Committee (or the Board, in the case of Director
                  Options) may make provisions for a substitution or exchange of
                  any or all outstanding Options or other Awards or rights (or
                  for the securities, cash or property deliverable upon exercise
                  of such outstanding Options or other Awards or rights), based
                  upon the distribution or consideration payable to holders of
                  the Common Shares of the Company upon or in respect of such
                  event.

                  (b) Acceleration.

                           (i) The Committee, in the exercise of its reasonable
                  discretion, may, but need not, make an affirmative
                  determination in light of all circumstances surrounding a
                  transaction or group of related transactions that a "Change in
                  Control" for purposes of this Plan will either occur or

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                  not occur. In making any such determination, the Committee
                  shall give due consideration, without limitation, to the
                  likely effect of such transaction(s) on the makeup of the
                  shareholder base, the Board and the senior management of the
                  Company. If the Committee does not exercise the right to make
                  this affirmative determination with respect to a specific
                  transaction or group of related transactions, then, with
                  respect thereto, a "Change in Control" shall be deemed to
                  occur for purposes of this Plan upon the occurrence of any one
                  of the following events:

                                    (A) An acquisition (other than directly from
                           the Company) of any common stock or other "Voting
                           Securities" (as hereinafter defined) of the Company
                           by any "Person" (as the term person is used for
                           purposes of Sections 13(d) or 14(d) of the Exchange
                           Act, immediately after which such Person has
                           "Beneficial Ownership" (within the meaning of Rule
                           13d-3 under the Exchange Act) of twenty five percent
                           (25%) or more of the then outstanding shares of the
                           Company's common stock or the combined voting power
                           of the Company's then outstanding Voting Securities;
                           provided, however, that 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 Plan, (1) "Voting Securities"
                           shall mean the Company's outstanding voting
                           securities entitled to vote generally in the election
                           of directors and (2) a "Non-Control Acquisition"
                           shall mean an acquisition by (a) an employee benefit
                           plan (or a trust forming a part thereof) maintained
                           by (x) the Company, or, (y) 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 the Company (for purposes
                           of this definition, a "Subsidiary"), (b) the Company
                           or any of its Subsidiaries, or (c) any Person in
                           connection with a "Non-Control Transaction" (as
                           hereinafter defined);

                                    (B) The individuals who as of March 1, 2000
                           are members of the Board (the "Incumbent Board")
                           cease for any reason to constitute at least
                           two-thirds of the members of the Board; provided,
                           however, that if the election, or nomination for
                           election by the Company'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 Plan, 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 under the Exchange Act) or other
                           actual or threatened

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                           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: (1) A merger,
                           consolidation or reorganization involving the
                           Company, unless such merger, consolidation or
                           reorganization is a "Non-Control Transaction." A
                           "Non-Control Transaction" shall mean a merger,
                           consolidation or reorganization of the Company where:
                           (a) the stockholders of the Company, immediately
                           before such merger, consolidation or reorganization,
                           own directly or indirectly immediately following such
                           merger, consolidation or reorganization, at least
                           seventy percent (70%) of the combined voting power of
                           the outstanding Voting Securities of 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; (b) the
                           individuals who were members of the Incumbent Board
                           immediately prior to the execution of the agreement
                           providing for such merger, consolidation or
                           reorganization constitute at least two-thirds of the
                           members of the board of directors of the Surviving
                           Corporation, or in the event that, immediately
                           following the consummation of such transaction, a
                           corporation beneficially owns, directly or
                           indirectly, a majority of the Voting Securities of
                           the Surviving Corporation, the board of directors of
                           such corporation; and (c) no Person other than (w)
                           the Company, (x) any Subsidiary, (y) any employee
                           benefit plan (or any trust forming a part thereof)
                           maintained by the Company, the Surviving Corporation,
                           or any Subsidiary, or (z) 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 the Company, 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;

                                             (2) A complete liquidation or
                                    dissolution of the Company,

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

                                    (D) or any other occurrence or state of
                           facts, whether similar or dissimilar to the
                           foregoing, that is determined by the

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                           Committee to constitute a change in control of the
                           management or policies of the Company.

                           Notwithstanding the foregoing provisions of this
                  Section 6(b)(i), 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 the Company 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 Persons; provided, however,
                  that if a Change in Control would occur (but for the operation
                  of this sentence) as a result of the acquisition of common
                  stock or Voting Securities by the Company, and after such
                  share acquisition by the Company, 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.

                           (i) Except as otherwise provided in Section 10(j),
                  prior to a Change in Control, the Committee may determine in
                  respect of Awards held by Employees that upon or in
                  anticipation of the occurrence of the Change in Control
                  benefits under Awards shall be accelerated only for a limited
                  period of time, which period of time shall not be less than a
                  period of time reasonably necessary to realize the benefits of
                  such acceleration nor more than one year after the Change in
                  Control. If such a determination is not made, then (subject to
                  the last sentence of this clause) upon the occurrence of a
                  Change in Control and without further action by the Board or
                  the Committee, (A) each Option and stock appreciation right
                  shall become immediately exercisable, (B) performance
                  Restricted Stock shall immediately vest free of restrictions,
                  and (C) each performance share Award shall become payable to
                  the Employee. The Committee may override the limitations on
                  acceleration in this Section 6(b)(ii) by express provision in
                  the Award Memorandum or otherwise, and may accord any holder
                  of an Award a right to refuse any acceleration, whether
                  pursuant to the Award Memorandum or otherwise, in such
                  circumstances as the Committee may approve. Any acceleration
                  of Awards shall comply with any applicable regulatory and
                  financial accounting requirements, including without
                  limitation Section 422 of the Code.

                           (ii) Any Awards that are (or but for a holder's
                  rejection of acceleration would have been) accelerated under
                  this Section 6 and that are not exercised or vested prior to a
                  dissolution of the Company or a reorganization event described
                  in Section 6(a) that the Company does not survive shall
                  terminate, provided that if provision has been made,

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                  consistent with the terms hereof, for the substitution,
                  exchange or other settlement of Awards, such Awards shall be
                  substituted, exchanged or otherwise settled in accordance with
                  such provision.

                           (iii) Any Awards that are (or but for the holder's
                  rejection of the acceleration would have been) accelerated
                  that are not exercised or vested prior to an abandonment or
                  termination of a transaction subject to shareholder approval
                  that triggered the Change in Control (as evidenced by public
                  announcement, Board resolution, execution of documents
                  terminating the transaction, or other action or document
                  objectively confirming such abandonment or termination), shall
                  be restored to their prior status (except for the effects of
                  the passage of time) as if no Change in Control had occurred.

         7. Amendment and Termination of Plan.

                  (a) No Award shall be granted under this Plan after March 1,
         2010. Although Common Shares may be issued after March 1, 2010 pursuant
         to Awards granted prior to such date, no Common Shares otherwise shall
         be issued under this Plan after such date. Notwithstanding the
         foregoing, any Award granted prior to such date may vest or be amended
         after such date in any manner that would have been permitted prior to
         such date, except that (except as provided herein) no such amendment
         shall increase the number of shares subject to or comprising such
         Award, or extend the final expiration date of the Award or reduce
         (below the Fair Market Value (as defined in Section 10) on the date of
         the amendment) the exercise price of or under such Award.

                  (b) The Board may, without shareholder approval, at any time
         and from time to time, suspend, discontinue or amend this Plan in any
         respect whatsoever, except that no such amendment shall impair any
         rights under any Award theretofore made under the Plan without the
         consent of the holder of such Award. Furthermore, and except as and to
         the extent otherwise permitted by the provisions hereof, no such
         amendment shall, without shareholder approval, cause the Plan to cease
         to satisfy any applicable condition of Rule 16b-3 under the Exchange
         Act or cause any Award under the Plan to cease to qualify for any
         applicable exception under Section 162(m) of the Code.

         8. Effective Date of Plan: Shareholder Approval. This Plan shall be
         effective as of March 1, 2000, the date upon which it was approved by
         the Board; provided, however, that no Common Shares may be issued under
         this Plan until it has been approved by the affirmative votes of the
         holders of a majority of the Common Shares of the Company present, or
         represented, and entitled to vote at a meeting duly held in accordance
         with applicable law.

                                       12
<PAGE>

         9. Legal Issues.

                  (a) Compliance and Choice of Law: Severability. This Plan, the
         granting and vesting of Awards under this Plan and the issuance and
         delivery of Common Shares and/or the payment of money under this Plan
         or under Awards granted hereunder are subject to compliance with all
         applicable federal and state laws, rules and regulations (including but
         not limited to state and federal securities law and federal margin
         requirements) and to such approvals by any listing, regulatory or
         governmental authority as may, in the opinion of counsel for the
         Company, be necessary or advisable in connection therewith. Any
         securities delivered under this Plan shall be subject to such
         restrictions as the Company may deem necessary or desirable to assure
         compliance with all applicable legal requirements. This Plan, the
         Awards, all documents evidencing Awards and all other related documents
         shall be governed by, and construed in accordance with, the laws of the
         State of Delaware. If any provision shall be held by a court of
         competent jurisdiction to be invalid and unenforceable, the remaining
         provisions of this Plan (subject to Section 9(b)) shall continue in
         effect.

                  (b) Plan Construction. It is the intent of the Company that
         this Plan and Awards hereunder satisfy and be interpreted in a manner
         that in the case of recipients who are or may become persons subject to
         Section 16 of the Exchange Act satisfies the applicable requirements of
         Rule 16b-3 under the Exchange Act so that such persons will be entitled
         to the benefits of Rule 16b-3 or other exemptive rules under Section 16
         of the Exchange Act and will not be subjected to avoidable liability
         thereunder. If any provision of this Plan or of any Award would
         otherwise frustrate or conflict with the intent expressed above, that
         provision to the extent possible shall be interpreted and deemed
         amended so as to avoid such conflict, but to the extent of any
         remaining irreconcilable conflict with such intent as to such persons
         in the circumstances, such provision shall be deemed inoperative.

                  (c) Non-Exclusivity of Plan. Nothing in this Plan shall limit
         or be deemed to limit the authority of the Board or the Committee to
         grant awards or authorize any other compensation, with or without
         reference to the Common Shares, under any other plan or authority.

         10.      Non-Employee Director Options

                  (a) Participation. Awards relating to the Common Shares
         authorized under this Plan shall be made under this Section 10 only to
         Non-Employee Directors.

                  (b) Certain Definitions. The following definitions shall apply
         to this Section 10:

                                       13
<PAGE>

                           (i) "Business Day" shall mean any day, other than
                  Saturday, Sunday or any statutory holiday in the state of
                  California.

                           (ii) "Director Option" shall mean an Option granted
                  to a Non-Employee Director pursuant to this Section 10.

                           (iii) "Disability" shall mean a "permanent and total
                  disability" within the meaning of Section 22(e)(3) of the
                  Code.

                           (iv) "Fair Market Value" on a specified date shall
                  mean (A) if the Common Shares are listed or admitted to trade
                  on a national securities exchange, the average of the high and
                  low reported sales prices of the Common Shares on the
                  Composite Tape on such date, as published in the Western
                  Edition of The Wall Street Journal, on the principal national
                  securities exchange on which the Common Shares are so listed
                  or admitted to trade, or, if there is no trading of the Shares
                  on such date, then the average of the high and low reported
                  sales prices of the Common Shares as quoted on such Composite
                  Tape on the next preceding date on which there is trading in
                  such Shares; (B) if the Common Shares are not listed or
                  admitted to trade on a national securities exchange, the
                  average of the high and low reported prices for the Common
                  Shares on such date, as furnished by the National Association
                  of Securities Dealers, Inc. ("NASD") through the NASDAQ
                  National Market Reporting System (or a similar organization,
                  if the NASD is no longer reporting such information); (C) if
                  the Common Shares are not listed or admitted to trade on a
                  national securities exchange and are not reported on the
                  National Market Reporting System, the arithmetic mean between
                  the bid and asked prices for the Shares on such date, as
                  furnished by the NASD or a similar organization; or (D) if the
                  Common Shares are not listed or admitted to trade on a
                  national securities exchange nor reported on the National
                  Market Reporting System and if bid and asked prices for the
                  stock are not furnished by the NASD or a similar organization,
                  the value as established by the Board at such time for
                  purposes of this Plan.

                           (v) "Retirement" shall mean retirement or resignation
                  as a director after at least five (5) years service as a
                  director.

                  (c) Annual Awards. On the same date as the annual grant of
         Awards to Employees pursuant to this Plan in each calendar year after
         2000 during the term of the Plan, there shall be granted to each
         Non-Employee Director then in office nonqualified stock options to
         purchase the number of Common Shares equal to 0.025% of the issued and
         outstanding Common Shares of the Company (excluding any Common Shares
         held in treasury by the Company) as of the end of the preceding fiscal
         year.

                                       14
<PAGE>

                  (d) Minimum Number of Shares. Notwithstanding anything to the
         contrary contained herein, a Non-Employee Director shall not receive
         Options for less than 7,500 Common Shares pursuant to this Section 10
         in any calendar year.

                  (e) Purchase Price. The exercise price for Shares under any
         Director Option shall be equal to 100% of the Fair Market Value of a
         Common Share on the date the Director Option is granted. The exercise
         price for Shares under any Director Option may be modified by a
         separate vote of the members of the Board who are officers of the
         Company, as well as the full Board; provided, that the modified
         exercise price shall be no less than 100% of the Fair Market Value of a
         Common Share on the date the exercise price of the Director Option is
         modified. The exercise price of any option granted under this Section
         10 shall be paid in full at the time of each purchase in cash
         equivalent or in Common Shares valued at their Fair Market Value on the
         date of exercise of such option, or partly in such shares and partly in
         cash, provided that any such Common Shares used in payment shall have
         been owned by the Non-Employee Director at least six months prior to
         the date of exercise.

                  (f) Option Period and Exercisability. Each Director Option
         granted under this Section 10 shall become fully exercisable, in whole
         or in part, on the first anniversary of the grant date. Each option
         granted under this Section 10 and all rights or obligations thereunder
         shall expire on the earlier of the tenth anniversary of the date of
         grant or the liquidation or dissolution of the Company and shall be
         subject to earlier termination as provided below.

                  (g) Termination of Directorship. If a Non-Employee Director's
         services as a member of the Board, or as a member of the board of
         directors of a subsidiary or affiliate of the Company, terminate by
         reason of death, Disability or Retirement, an option granted pursuant
         to this Section 10 then held by such Non-Employee Director shall
         immediately become and shall remain exercisable for one year after the
         date of such termination or until the expiration of the stated term of
         such option, whichever first occurs. If a Non-Employee Director's
         services as a member of the Board, or as a member of the board of
         directors of a subsidiary or affiliate of the Company, terminate for
         any other reason (other than Cause), any option granted pursuant to
         this Section 10 which is not then exercisable shall terminate and any
         such option which is then exercisable may be exercised for three months
         after the date of such termination or until the expiration of the
         stated term, which ever first occurs. If a Non-Employee Director is
         terminated for Cause, all Director Options granted to such Non-Employee
         Director shall be forfeited and shall no longer be exercisable,
         effective on the date of such termination for Cause. For purposes of
         this Section 10, "Cause" shall mean, with respect to any Non-Employee
         Director, termination on account of any act of (i) fraud or intentional
         misrepresentation, (ii) embezzlement, misappropriation or conversion of
         assets or opportunities of the Company or any subsidiary or affiliate,
         or (iii) conviction of a felony.

                                       15
<PAGE>

                  (h) Adjustments. The provisions of this Section 10 and
         Director Options granted hereunder shall be subject to Section 6. If
         there shall occur any event described in Section 6(a), then in addition
         to the matters contemplated thereby, the Board shall, in such manner
         and to such extent (if any) as is appropriate and equitable,
         proportionately adjust the dollar amounts set forth elsewhere in this
         Section 10.

                  (i) Loans. Subject to the requirements of applicable law, the
         Board may authorize loans to Non-Employee Directors to finance the
         exercise of Awards; provided, however, that no loan shall be made to
         any Non-Employee Director to finance the exercise of an Award made
         under this Section 10 unless (i) such loan is made pursuant to a full
         recourse promissory note, and (ii) such loan, if secured by Common
         Shares (whether issuable under the Award in question or otherwise), is
         made in compliance with Regulation G of the Federal Reserve Board.

                  (j) Acceleration Upon a Change in Control. Upon the occurrence
         of a Change in Control referred to in Section 6(b), each Director
         Option granted under this Section 10 shall become immediately
         exercisable in full subject to the terms thereof. To the extent that
         any Director Option granted under this Section 10 is not exercised
         prior to (i) a dissolution of the Company or (ii) a merger or other
         corporate event that the Company does not survive, and no provision is
         (or consistent with the provisions of Section 9 or 10 can be) made for
         the assumption, conversion, substitution or exchange of the option, the
         Director Option shall terminate upon the occurrence of such event.

                  (k) Other Provisions. The provisions of Sections 3(e)-(f),
         5(h) and 7 through 9 are incorporated herein by this reference.

                  (l) Grant of Options to Newly Elected Non-Employee Directors.
         Upon the election of a newly elected Non-Employee Director, there shall
         be granted automatically (without any action by the Committee or the
         Board) a nonqualified stock option (the grant date of which shall be
         the date of such election) to each newly elected Non-Employee Director
         as follows: (i) if the Non-Employee Director is elected within six
         months of the date on which the most recent Director Options were
         granted to existing Non-Employee Directors, a non-qualified stock
         option to purchase the same number of Common Shares for which the most
         recent Director Options were granted to existing Non-Employee
         Directors, and (ii) if the Non-Employee Director is elected more than
         six months following the date on which the most recent Director Options
         were granted to existing Non-Employee Directors, but prior to the date
         in the following calendar year on which Director Options are granted to
         existing Non-Employee Directors, a non-qualified stock option to
         purchase one-half the number of Common Shares for which the most recent
         Director Options were granted to existing Non-Employee Directors.

                                       16
<PAGE>

                                Amendments to the
                            2000 Stock Incentive Plan
             (Adopted by the Board of Directors on October 17, 2000)

1.       Section 4(c)(iv) of the 2000 Stock Incentive Plan ("2000 Plan") shall
         be deleted in its entirety and replaced with the following:

                           "(iv) extend the exercisability or term of any or all
                  such outstanding Awards or otherwise change previously imposed
                  terms and conditions, in the specified events described in
                  clause (ii) above, or in other circumstances or upon the
                  occurrence of other events as deemed appropriate by the
                  Committee, in each case subject to Section 7;"

2.       Section 5(f)(iii) of the 2000 Plan shall be deleted in its entirety and
         replaced with the following:

                           "(iii) if the holder terminates service as an
                  Employee by reason of death, or if such death occurs within
                  three months after a termination described in clauses (i) or
                  (ii), then such Option may be exercised within a period of
                  twelve (12) months after the holder's termination of services
                  as an Employee, to the extent such Option was exercisable on
                  the date of such termination;"

3.       To correct the error in Section 6(b) of the 2000 Plan whereby there
         exist two subparagraphs enumerated as "(i)", the second such
         subparagraph shall be renumbered (ii) and the subparagraphs currently
         numbered (ii) and (iii) shall be renumbered (iii) and (iv).

4.       The second sentence of Section 7(a) of the 2000 Plan shall be deleted
         in its entirety and replaced with the following:

                  "Notwithstanding the foregoing, any Award granted prior to
                  such date may vest or be amended after such date in any manner
                  that would have been permitted prior to such date, except that
                  no such amendment shall increase the number of shares subject
                  to or comprising such Award, extend the final expiration date
                  of the Award or reduce the exercise price of or under such
                  Award."

5.       The second sentence of Section 10(e) of the 2000 Plan shall be deleted
         in its entirety.

                                       17
<PAGE>

                                Amendments to the
                            2000 Stock Incentive Plan
              (Adopted by the Board of Directors on April 24, 2002)

The 2000 Stock Incentive Plan ("Plan") is hereby amended, effective as of April
24, 2002, as follows:

1.       By adding the following new sentence at the end of Section 3(b)(i) of
         the Plan:

         "Subject to Section 6, the maximum number of Common Shares that may be
         issued in conjunction with Awards of Restricted Stock granted after
         April 24, 2002 shall not exceed the sum of (i) 157,153 Common Shares;
         and (ii) any Common Shares issued in conjunction with an Award of
         Restricted Stock and reacquired after April 24, 2002 by the Company."

2.       By substituting the following sentence for the first sentence of
         Section 5(d) of the Plan:

         "Awards may be exercised in whole or in part at such time or times as
         shall be determined by the Committee and set forth in the applicable
         Award Memorandum; provided, however that, if the right to become vested
         in such Award is conditioned on the completion of a specified period of
         service with the Company or the Subsidiaries, without achievement of
         performance objectives being required as a condition of either grant or
         vesting, then the required period of service for full vesting shall not
         be less than one year for shares covered by an Option Award and not
         less than three years for shares covered by a Restricted Stock Award
         (subject to acceleration of vesting, to the extent permitted by the
         Committee, in the event of the Participant's death, disability,
         retirement, change in control or involuntary termination)."

3.       By substituting the following for Section 5(e) of the Plan:

         "Common Shares may be issued pursuant to an Award for any lawful
         consideration as determined by the Committee, including, without
         limitation, cash, Common Shares (valued at then Fair Market Value, as
         defined in Section 10), or services rendered by the recipient of such
         Award; provided that no Common Shares shall be issued for less than the
         minimum lawful consideration and, for Options granted after April 24,
         2002, no Option shall be granted with an exercise price that is less
         than the Fair Market Value (as defined in Section 10) of the underlying
         Common Shares on the date of grant. Except for either adjustments
         pursuant to Section 6(a) (relating to adjustment of shares), or
         decreases approved by the Company's shareholders, the Exercise Price
         for any outstanding Option granted under the Plan may not be decreased
         after the date of grant nor may an outstanding Option granted under the
         Plan be surrendered to the Company as consideration for the grant of a
         new Option with a lower exercise price."

                                       18
<PAGE>

4.       By adding the following new sentence at the end of Section 7(b) of the
         Plan:

         "The provisions of Section 5(e) (relating to option pricing) cannot be
         amended unless the amendment is approved by the Company's
         shareholders."

5.       By adding the following sentence to Section 10(e) of the Plan as the
         second sentence thereof:

         "The exercise price for Shares under any Director Option may not be
         modified without shareholder approval."

                                       19
<PAGE>

                                Amendment to the
                            2000 Stock Incentive Plan
             (Adopted by the Board of Directors on January 27, 2004)

The 2000 Stock Incentive Plan ("Plan") is hereby amended, effective as of
January 27, 2004, as follows:

1. By substituting the following for the two subsections numbered 6(b)(i) of the
Plan (regarding the Change in Control definition) and by re-numbering the later
subsections of Section 6(b) accordingly:

                  "(b) Acceleration.

                           (i) Subject to subsection 6(b)(ii) below, a "Change
         in Control" shall be deemed to occur for purposes of this Plan upon the
         occurrence of any one of the following events:

                           (A) An acquisition of any common stock or other
                  "Voting Securities" (as hereinafter defined) of the Company 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 the
                  Company's common stock or the combined voting power of the
                  Company'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 Plan, (1) "Voting Securities"
                  shall mean the Company's outstanding voting securities
                  entitled to vote generally in the election of directors and
                  (2) a "Non-Control Acquisition" shall mean an acquisition by
                  (a) the Company or any of its Subsidiaries, (b) an employee
                  benefit plan (or a trust forming a part thereof) maintained by
                  (x) the Company, or (y) 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 the Company (for purposes of the definition in
                  this subsection 6.1, a "Subsidiary"), or (c) any Person in
                  connection with a "Non-Control Transaction" (as hereinafter
                  defined).

                           (B) The individuals who, as of the Effective Date,
                  were 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 Company'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 Plan be considered as a member of the Incumbent Board;

                                       20
<PAGE>

                  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 a merger, consolidation, or
                  reorganization involving the Company or the sale or other
                  disposition of all or substantially all of the assets of the
                  Company to any Person or Persons other than a transfer to a
                  Subsidiary, or 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 (in each case, a "Business Transaction")), unless
                  such Business Transaction is a "Non-Control Transaction." A
                  "Non Control Transaction" shall mean a Business Transaction
                  where:

                           (a)      the stockholders of the Company, immediately
                                    before such Business Transaction, own
                                    directly or indirectly immediately following
                                    such Business Transaction more than sixty
                                    percent (60% ) of the combined voting power
                                    of the outstanding Voting Securities of the
                                    corporation resulting from such merger,
                                    consolidation or reorganization or
                                    purchasing such assets or stock (the
                                    "Surviving Corporation") in substantially
                                    the same proportion as their ownership of
                                    the Voting Securities immediately before
                                    such Business Transaction;

                           (b)      the individuals who were members of the
                                    Incumbent Board immediately prior to the
                                    execution of the agreement providing for
                                    such Business Transaction constitute at
                                    least a majority of the members of the board
                                    of directors of the Surviving Corporation,
                                    or in the event that, immediately following
                                    the consummation of such Business
                                    Transaction, a corporation beneficially
                                    owns, directly or indirectly, a majority of
                                    the Voting Securities of the Surviving
                                    Corporation, the board of directors of such
                                    corporation; and

                           (c)      no Person other than (i) the Company, (ii)
                                    any Subsidiary, (iii) any employee benefit
                                    plan (or any trust forming a part thereof)
                                    maintained by the Company, the Surviving
                                    Corporation or any Subsidiary, or (iv) any
                                    Person who, immediately prior to such
                                    Business Transaction had Beneficial
                                    Ownership of twenty-five percent (25%) or
                                    more of the then outstanding Voting
                                    Securities or common

                                       21
<PAGE>

                                    stock of the Company, 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; or

                           (D) The Company's stockholders approve a complete
                  liquidation or dissolution of the Company.

         Notwithstanding the foregoing provisions of this subsection 6(b)(i), 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 the Company 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 in Control would occur (but
         for the operation of this sentence) as a result of the acquisition of
         common stock or Voting Securities by the Company, and after such share
         acquisition by the Company, 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.

                  (ii) Notwithstanding the provisions of this subsection
         6(b)(i), the Board, in the exercise of its reasonable discretion, may,
         but need not, make an affirmative determination prior to the
         consummation of a Business Transaction (as defined in subsection
         b(i)(C)) that, in light of all circumstances, such Business Transaction
         will be not be treated as a Change in Control for purposes of this
         Plan, by reason of it being in essence a "combination of equals" or for
         any other reason. In making any such determination, the Board shall
         give due consideration, without limitation, to the likely effect of
         such transaction(s) on the makeup of the stockholder base, the Board
         and the senior management of the Company.

                  (iii) Except as otherwise provided in Section 10(j), an Award
         Memorandum or a written agreement between the Company and a Participant
         to the contrary, in the event of a Change in Control, then all
         outstanding Awards previously granted to the Participant hereunder that
         have not already vested shall vest on the first anniversary of the
         Change in Control; provided, however, that in the event that a
         Participant's employment with IndyMac or any successor employee is
         terminated within one (1) year following a Change in Control (i) by
         reason of the Participant's Disability or Death, or (ii) either by the
         employer without Cause or by the Participant for Good Reason, then all
         outstanding Awards previously granted to the Participant hereunder that
         have not already vested shall vest on the date of such termination of
         employment. In the event of such acceleration of "vesting," each Option
         shall become immediately exercisable, and (B) outstanding Awards shall
         immediately vest free of restrictions, and shall

                                       22
<PAGE>

         become payable to the Participant. Notwithstanding the foregoing and
         anything to the contrary herein, prior to a Change in Control, the
         Committee may in its sole discretion amend this Section 6(b)(iii) to
         alter the acceleration of Awards in the event of a Change in Control,
         including, without limitation, to provide for immediate acceleration of
         awards or to prohibit or otherwise limit such acceleration. The
         Committee may accord any holder of an Award a right to refuse any
         acceleration, whether pursuant to the Award Memorandum or otherwise, in
         such circumstances as the Committee may approve. In determining whether
         and in what manner to accelerate the vesting of Awards under the Plan,
         the Committee shall consider the effect thereof under applicable
         regulatory and financial accounting principles, including without
         limitation section 422 of the Code.

         For purposes of this section, "Cause" shall have the meaning assigned
         such term in the employment agreement, if any, between a Participant
         and the Company or an affiliate, provided, however that if there is no
         such employment agreement in which such term is defined, and unless
         otherwise defined in the applicable Award, "Cause" shall mean, with
         respect to any Employee, termination of employment with the Company or
         any Subsidiary on account of any act of (i) fraud or intentional
         misrepresentation, (ii) embezzlement, misappropriation or conversion of
         assets or opportunities of the Company or any subsidiary or affiliate,
         or (iii) conviction of a felony.

         For purposes of this section, "Good Reason" shall have the meaning
         assigned such term in the employment agreement, if any, between a
         Participant and the Company or an affiliate, provided, however that if
         there is no such Employment Agreement in which such term is defined,
         and unless otherwise defined in the applicable Award, "Good Reason"
         shall mean, with respect to any Employee, any of the following acts by
         the Company or an affiliate, without the consent of the Participant (in
         each case, other than an isolated, insubstantial and inadvertent action
         not taken in bad faith and which is remedied by the Company or the
         affiliate promptly after receipt of notice thereof given by the
         Participant): (i) the assignment to the Participant of duties
         materially inconsistent with, or a material diminution in, the
         Participant's position, authority, duties or responsibilities as in
         effect immediately prior to a Change in Control, (ii) a reduction by
         the Company or an affiliate in the Participant's base salary, (iii) the
         Company or an affiliate requiring the Participant, without his or her
         consent, to be based at any office or location more than 35 miles from
         the location at which the Participant was stationed immediately prior
         to a Change in Control, (iv) the continuing material breach by the
         Company or an affiliate of any Employment Agreement between the
         Participant and the Company or an affiliate after the expiration of any
         applicable period for cure, or (v) the expiration an employment
         agreement between the Employee and the Company or any affiliate in
         effect prior to a Change in Control without renewal by the Company or
         its successor on or following a Change in Control on terms that are
         substantially comparable to the terms of such employment agreement."

                                       23
<PAGE>

                                Amendment to the
                            2000 Stock Incentive Plan
             (Adopted by the Board of Directors on October 26, 2004)

The 2000 Stock Incentive Plan ("Plan") is hereby amended, effective as of
October 26, 2004, as follows:

1. By substituting the following for subsection 5(f) of the Plan:

                  f) Effect of Termination of Service; Miscellaneous Provisions
         Relating to Awards. Subject to Section 4(c)(ii), and except as
         otherwise provided in the applicable Award Memorandum or otherwise
         specified or approved by the Committee, at the time the holder of an
         Award terminates service as an employee (a) each Option and any other
         Award with an exercise privilege, to the extent not exercised (whether
         or not presently exercisable), shall terminate and be forfeited, and
         (b) any other Award subject to time or performance vesting (such as
         restricted stock or performance shares or performance units), to the
         extent such vesting condition has not been met, shall terminate and be
         forfeited, except that:

                           (i) if the holder terminates service as an Employee
                  for a reason other than cause (as determined by the Committee
                  in its sole discretion), death, Disability (as defined in
                  clause (ii) below) or Retirement (as defined in clause (iii)
                  below), the holder may at any time within a period of three
                  months after such termination exercise each Option and any
                  other Award with an exercise privilege to the extent such
                  Awards were exercisable on the date of such termination;

                           (ii) if the holder terminates service as an Employee
                  by reason of death or Disability, or if the holder dies or
                  becomes Disabled within three months after termination
                  described in clause (i), then each Option and any other Award
                  with an exercise privilege may be exercised within a period of
                  twelve (12) months after such termination (for purposes of
                  this Section 5, "Disability" shall mean a permanent and total
                  disability within the meaning of Section 22(e)(3) of the
                  Code);

                           (iii) if the holder terminates service as an Employee
                  by reason of Retirement, then (a) each Option and any other
                  Award with an exercise privilege shall become fully
                  exercisable and may be exercised within a period of twelve
                  (12) months after the holder's Retirement, (b) any time-based
                  vesting restrictions on any Awards shall lapse, and (c) and
                  any performance-based criteria relating to Awards shall be
                  deemed to be satisfied at the greater of "target" or actual
                  performance as of the date of the holder's Retirement;
                  provided, however, that as a condition of such exercise
                  privilege and acceleration of vesting, the holder shall
                  execute a restrictive covenant agreement

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<PAGE>

                  (including, but not limited to, a non-competition covenant and
                  a non-solicitation of customers and employees covenant)
                  satisfactory to the Company with a term equal to the longest
                  vesting term being accelerated. For purposes of this Section
                  5, "Retirement" shall mean retirement or resignation from the
                  Company (a) (i) if the holder is less than 55 years of age,
                  with at least 75 points or (ii) if the holder is 55 years of
                  age or older, with at least 65 points and (b) the holder has
                  at least five (5) consecutive years of employment with the
                  Company. An Employee shall receive one (1) point for every
                  consecutive year of employment with the Company and one (1)
                  point for every year of age. For example, an Employee who is
                  52 years of age and has worked for the Company for 15
                  consecutive years has 67 points.;

         provided, however, that in no event may any Option or other Award with
         an exercise privilege be exercised by any holder after its expiration
         date.

              Notwithstanding any of the foregoing provisions of this subsection
(f), if the holder of an Award is an Employee of an entity which is a subsidiary
or affiliate of the Company and such entity ceases to be such a subsidiary or
affiliate of the Company, such event shall be deemed for purposes of this
subsection (f) to be a termination of the holder's service as an Employee
described in clause (i) above. Absence from work caused by military service or
authorized sick leave shall not be considered a termination of service as an
Employee for purposes of this subsection (f).

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