<PAGE>   1
                              INDYMAC BANK, F.S.B.
                           DEFERRED COMPENSATION PLAN

             (AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001)



<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                PAGE
                                                                                                ----
<S>                                                                                             <C>
PURPOSE...........................................................................................1

ARTICLE 1     DEFINITIONS.........................................................................1

ARTICLE 2     SELECTION, ENROLLMENT, ELIGIBILITY..................................................8
   2.1          Selection by Committee............................................................8
   2.2          Enrollment Requirements...........................................................8
   2.3          Eligibility; Commencement of Participation........................................8
   2.4          Termination of Participation and/or Deferrals.....................................8

ARTICLE 3     DEFERRAL COMMITMENTS/CREDITING/TAXES................................................9
   3.1          Minimum Deferral:.................................................................9
   3.2          Maximum Deferral:.................................................................9
   3.3          Election to Defer; Effect of Election Form:......................................10
   3.4          Withholding of Annual Deferral Amounts...........................................10
   3.5          Annual Company Matching Amount...................................................10
   3.6          Rollover Amount..................................................................11
   3.7          Investment of Trust Assets.......................................................11
   3.8          Vesting:.........................................................................11
   3.9          Crediting of Account Balances....................................................13
   3.10         FICA and Other Taxes.............................................................13

ARTICLE 4     SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION........14
   4.1          Short-Term Payout................................................................14
   4.2          Other Benefits Take Precedence Over Short-Term...................................14
   4.3          Withdrawal Payout/Suspensions for Unforeseeable
                  Financial Emergencies..........................................................14
   4.4          Withdrawal Election..............................................................15

ARTICLE 5     RETIREMENT BENEFIT.................................................................15
   5.1          Retirement Benefit...............................................................15
   5.2          Payment of Retirement Benefit....................................................15
   5.3          Death Prior to Completion of Retirement Benefit..................................16

ARTICLE 6     PRE-RETIREMENT SURVIVOR BENEFIT....................................................16
   6.1          Pre-Retirement Survivor Benefit..................................................16
   6.2          Payment of Pre-Retirement Survivor Benefit.......................................16
</TABLE>


                                      -i-


<PAGE>   3


<TABLE>
<S>                                                                                             <C>
ARTICLE 7     TERMINATION BENEFIT................................................................16
   7.1          Termination Benefit..............................................................16
   7.2          Payment of Termination Benefit...................................................17

ARTICLE 8     DISABILITY WAIVER AND BENEFIT......................................................17
   8.1          Disability Waiver:...............................................................17
   8.2          Continued Eligibility; Disability Benefit........................................17

ARTICLE 9     BENEFICIARY DESIGNATION............................................................18
   9.1          Beneficiary......................................................................18
   9.2          Beneficiary Designation; Change; Spousal Consent.................................18
   9.3          Acknowledgment...................................................................18
   9.4          No Beneficiary Designation.......................................................18
   9.5          Doubt as to Beneficiary..........................................................19
   9.6          Discharge of Obligations.........................................................19

ARTICLE 10     LEAVE OF ABSENCE..................................................................19
   10.1         Paid Leave of Absence............................................................19
   10.2         Unpaid Leave of Absence..........................................................19

ARTICLE 11     TERMINATION, AMENDMENT OR MODIFICATION............................................19
   11.1         Termination......................................................................19
   11.2         Amendment........................................................................20
   11.3         Plan Agreement...................................................................21
   11.4         Effect of Payment................................................................21

ARTICLE 12     ADMINISTRATION....................................................................21
   12.1         Committee Duties.................................................................21
   12.2         Agents...........................................................................21
   12.3         Binding Effect of Decisions......................................................21
   12.4         Indemnity of Committee...........................................................21
   12.5         Employer Information.............................................................22

ARTICLE 13     OTHER BENEFITS AND AGREEMENTS.....................................................22
   13.1         Coordination with Other Benefits.................................................22

ARTICLE 14     CLAIMS PROCEDURES.................................................................22
   14.1         Presentation of Claim............................................................22
   14.2         Notification of Decision.........................................................22
   14.3         Review of a Denied Claim.........................................................23
   14.4         Decision on Review...............................................................23
   14.5         Legal Action.....................................................................23
</TABLE>



                                      -ii-

<PAGE>   4


<TABLE>
<S>                                                                                             <C>
ARTICLE 15    TRUST..............................................................................24
   15.1         Establishment of the Trust.......................................................24
   15.2         Interrelationship of the Plan and the Trust......................................24
   15.3         Distributions From the Trust.....................................................24

ARTICLE 16     MISCELLANEOUS.....................................................................24
   16.1         Status of Plan...................................................................24
   16.2         Unsecured General Creditor.......................................................24
   16.3         Employer's Liability.............................................................24
   16.4         Nonassignability.................................................................25
   16.5         Not a Contract of Employment.....................................................25
   16.6         Furnishing Information...........................................................25
   16.7         Terms............................................................................25
   16.8         Captions.........................................................................25
   16.9         Governing Law....................................................................26
   16.10        Notice. .........................................................................26
   16.11        Successors.......................................................................26
   16.12        Spouse's Interest................................................................26
   16.13        Validity.........................................................................26
   16.14        Incompetent......................................................................26
   16.15        Court Order......................................................................27
   16.16        Distribution in the Event of Taxation:...........................................27
   16.17        Insurance........................................................................27
   16.18        Legal Fees To Enforce Rights After Change in Control.............................28
</TABLE>


                                     -iii-


<PAGE>   5

                              INDYMAC BANK, F.S.B.
                           DEFERRED COMPENSATION PLAN
             (AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001)

                                     PURPOSE


        The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees and Directors who
contribute materially to the continued growth, development, and future business
success of IndyMac Bank, F.S.B., a federally chartered savings bank, and its
affiliates that sponsor this Plan. This Plan shall be unfunded for tax purposes
and for purposes of Title I of ERISA.

        Effective as of January 1, 2001, the INMC Mortgage Holdings, Inc.
Deferred Compensation Plan was merged into this Plan and Bancorp adopts this
Plan for the benefit of a select group of its employees and directors.

                                   ARTICLE 1
                                   DEFINITIONS

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

1.1     "Account Balance" shall mean, with respect to a Participant, the sum of:
        (i) the Deferral Account balance; (ii) the vested portion of the Company
        Matching Account balance; and (iii) the Rollover Account balance. This
        account, and each other specified account, shall be a bookkeeping entry
        only and shall be utilized solely as a device for the measurement and
        determination of the amounts to be paid to a Participant, or his or her
        designated Beneficiary, pursuant to this Plan.

1.2     "Annual Bonus" shall mean any annual cash compensation, in addition to
        Base Annual Salary and Commissions, relating to services performed
        during any calendar year, whether or not paid in such calendar year,
        payable to a Participant under any Employer's annual bonus and cash
        incentive plans.

1.3     "Annual Company Matching Amount" shall mean, for any one Plan Year, the
        amount determined in accordance with Section 3.5.

1.4     "Annual Deferral Amount" shall mean that portion of a Participant's Base
        Annual Salary, Annual Bonus, Commissions, and/or Directors Fees that a
        Participant elects to have, and is deferred, in accordance with Article
        3, for any one Plan Year. In the event of a Participant's Retirement,
        Disability (if deferrals cease in accordance with Section 8.1), death or
        a Termination of



                                      -1-
<PAGE>   6

        Employment prior to the end of a Plan Year, such year's Annual Deferral
        Amount shall be the actual amount withheld prior to such event.

1.5     "Annual Installment Method" shall mean equal annual installments, with
        the first installment being paid within the time limits set forth in
        this Plan for the various benefits available, and the next annual
        installment, and all annual installments thereafter, being paid on
        December 31 of each Plan Year or within a reasonable period of time
        thereafter. For example, if a Participant Retires on June 30, 2001, and
        he or she elects the Annual Installment Method, the first equal
        installment shall be payable no later than 60 days after Retirement, the
        next equal installment shall be payable on December 31, 2001, and each
        remaining equal installment shall be payable on December 31 of each
        consecutive year.

1.6     "Bancorp" shall mean IndyMac Bancorp, Inc. (formerly known as IndyMac
        Mortgage Holdings, Inc. and INMC Mortgage Holdings, Inc.), a Delaware
        corporation.

1.7     "Base Annual Salary" shall mean the annual cash compensation paid during
        any calendar year, excluding the Annual Bonuses, Commissions, overtime,
        fringe benefits, relocation expenses, incentive payments, non-monetary
        awards, directors fees and other fees, automobile and other allowances
        paid to a Participant for employment services rendered (whether or not
        such allowances are included in the Employee's gross income). Base
        Annual Salary shall be calculated before reduction for compensation
        voluntarily deferred or contributed by the Participant pursuant to all
        qualified or non-qualified plans of any Employer and shall be calculated
        to include amounts not otherwise included in the Participant's gross
        income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to
        plans established by any Employer; provided, however, that all such
        amounts will be included in compensation only to the extent that, had
        there been no such plan, the amount would have been payable in cash to
        the Employee.

1.8     "Beneficiary" shall mean one or more persons, trusts, estates or other
        entities, designated in accordance with Article 9, that are entitled to
        receive benefits under this Plan upon the death of a Participant.

1.9     "Beneficiary Designation Form" shall mean the form established from time
        to time by the Committee that a Participant completes, signs and returns
        to the Committee to designate one or more Beneficiaries.

1.10    "Board" shall mean the board of directors of the Company.

1.11    "CCI" shall mean Countrywide Credit Industries, Inc., a Delaware
        corporation.



                                      -2-
<PAGE>   7

1.12    "Change in Control" shall mean:

        (a)     Approval by the shareholders of the Company and/or Bancorp of
                the dissolution or liquidation of the Company and/or Bancorp;

        (b)     Approval by the shareholders of the Company and/or Bancorp of an
                agreement of merger or consolidation, or other reorganization,
                with or into one or more entities that are not subsidiaries or
                affiliates, as a result of which less than twenty-five percent
                (25%) of the outstanding voting securities of the surviving or
                resulting entity immediately after the reorganization are, or
                will be, owned by shareholders of the Company and/or Bancorp
                immediately before such reorganization (assuming for purposes of
                such determination that there is no change in the record
                ownership of the Company's and/or Bancorp's securities from the
                record date for such approval until such reorganization);

        (c)     Approval by the shareholders of the Company and/or Bancorp of
                the sale of substantially all of the Company's and/or Bancorp's
                business and/or assets to a person or entity which is not a
                subsidiary or other affiliate;

        (d)     Any "person" (as such term is used in Sections 13(d) and 14(d)
                of the Securities Exchange Act of 1934 ("Exchange Act") becomes
                the "beneficial owner" (as defined in Rule 13d-3 under the
                Exchange Act), directly or indirectly, of securities of the
                Company and/or Bancorp representing more than twenty-five
                percent (25%) of the combined voting power of the Company's
                and/or Bancorp's then outstanding securities entitled to then
                vote generally in the election of directors of the Company
                and/or Bancorp; or

        (e)     During any period not longer than two consecutive years,
                individuals who at the beginning of such period constituted the
                Board and/or Board of Directors of Bancorp cease to constitute
                at least a majority thereof, unless the election, or the
                nomination for election by the Company's and/or Bancorp's
                shareholders, of each new board member was approved by a vote of
                at least a majority of the board members then still in office
                who were board members at the beginning of such period
                (including for these purposes, new members whose election or
                nomination was so approved, but, in the case of successors to
                such new members, without duplication).

1.13    "Claimant" shall have the meaning set forth in Section 14.1.

1.14    "Code" shall mean the Internal Revenue Code of 1986, as amended.



                                      -3-
<PAGE>   8

1.15    "Commissions" shall mean any cash compensation, in addition to Base
        Annual Salary and Annual Bonus, paid in a calendar year by any Employer
        to a Participant in the form of commissions.

1.16    "Committee" shall mean the committee described in Article 12.

1.17    "Company" shall mean IndyMac Bank, F.S.B. (the successor in interest to
        IndyMac, Inc.), a federally chartered savings bank, and any successor to
        all or substantially all of the Company's assets or business.

1.18    "Company Matching Account" shall mean: (i) the sum of the Participant's
        Annual Company Matching Amounts; plus (ii) amounts credited in
        accordance with all the applicable crediting provisions of this Plan
        that relate to the Participant's Company Matching Account; less (iii)
        all distributions made to the Participant or his or her Beneficiary
        pursuant to this Plan that relate to the Participant's Company Matching
        Account.

1.19    "Deduction Limitation" shall mean the following described limitation on
        a benefit that may otherwise be distributable pursuant to the provisions
        of this Plan. Except as otherwise provided, this limitation shall be
        applied to all distributions that are "subject to the Deduction
        Limitation" under this Plan. If an Employer determines in good faith
        prior to a Change in Control that there is a reasonable likelihood that
        any compensation paid to a Participant for a taxable year of the
        Employer would not be deductible by the Employer solely by reason of the
        limitation under Code Section 162(m), then to the extent deemed
        necessary by the Employer to ensure that the entire amount of any
        distribution to the Participant pursuant to this Plan prior to the
        Change in Control is deductible, the Employer may defer all or any
        portion of a distribution under this Plan. Any amounts deferred pursuant
        to this limitation shall continue to be credited with additional amounts
        in accordance with Section 3.9 below, even if such amount is being paid
        out in installments. The amounts so deferred and amounts credited
        thereon shall be distributed to the Participant or his or her
        Beneficiary (in the event of the Participant's death) at the earliest
        possible date, as determined by the Employer in good faith, on which the
        deductibility of compensation paid or payable to the Participant for the
        taxable year of the Employer during which the distribution is made will
        not be limited by Section 162(m), or if earlier, the effective date of a
        Change in Control. Notwithstanding anything to the contrary in this
        Plan, the Deduction Limitation shall not apply to any distributions made
        after a Change in Control.

1.20    "Deferral Account" shall mean: (i) the sum of all of a Participant's
        Annual Deferral Amounts; plus (ii) amounts credited in accordance with
        all the applicable crediting provisions of this Plan that relate to the
        Participant's



                                      -4-
<PAGE>   9

        Deferral Account; less (iii) all distributions made to the Participant
        or his or her Beneficiary pursuant to this Plan that relate to his or
        her Deferral Account.

1.21    "Director" shall mean any member of the board of directors of any
        Employer.

1.22    "Directors Fees" shall mean the annual fees paid to a Participant by any
        Employer, including retainer fees and meeting fees, as compensation for
        serving on the board of directors.

1.23    "Disability" shall mean a period of disability during which a
        Participant qualifies for permanent disability benefits under the
        Participant's Employer's long-term disability plan, or, if a Participant
        does not participate in such a plan, a period of disability during which
        the Participant would have qualified for permanent disability benefits
        under such a plan had the Participant been a participant in such a plan,
        as determined in the sole discretion of the Committee. If the
        Participant's Employer does not sponsor such a plan, or discontinues to
        sponsor such a plan, Disability shall be determined by the Committee in
        its sole discretion.

1.24    "Disability Benefit" shall mean the benefit set forth in Article 8.

1.25    "Election Form" shall mean the form established from time to time by the
        Committee that a Participant completes, signs and returns to the
        Committee to make an election under the Plan.

1.26    "Employee" shall mean a person who is an employee of any Employer.

1.27    "Employer(s)" shall mean the Company and/or any of its affiliates (now
        in existence or hereafter formed or acquired) that have been selected by
        the Board to participate in the Plan and have adopted the Plan as a
        sponsor.

1.28    "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
        as amended.

1.29    "Participant" shall mean any Employee or Director (i) who is selected to
        participate in the Plan, (ii) who elects to participate in the Plan,
        (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
        Designation Form, (iv) whose signed Plan Agreement, Election Form and
        Beneficiary Designation Form are accepted by the Committee, (v) who
        commences participation in the Plan, and (vi) whose Plan Agreement has
        not terminated. A spouse or former spouse of a Participant shall not be
        treated as a Participant in the Plan or have an account balance under
        the Plan, even if he or she has an interest in the Participant's
        benefits under the Plan as a result of applicable law or property
        settlements resulting from legal separation or divorce.



                                      -5-
<PAGE>   10

1.31    "Plan" shall mean the IndyMac Bank, F.S.B. Deferred Compensation Plan,
        which shall be evidenced by this instrument and by each Plan Agreement,
        as they may be amended from time to time.

1.32    "Plan Agreement" shall mean a written agreement, as may be amended from
        time to time, which is entered into by and between a Participant and the
        Participant's Employer. The Plan Agreement(s) executed by a Participant
        and the Participant's Employer(s) shall provide for the entire benefit
        to which such Participant is entitled under the Plan; should there be
        more than one Plan Agreement with an Employer, the Plan Agreement
        bearing the latest date of acceptance by that Employer shall supersede
        all previous Plan Agreements with that Employer in their entirety and
        shall govern such entitlement. The terms of any Plan Agreement may be
        different for any Participant, and any Plan Agreement may provide
        additional benefits not set forth in the Plan or limit the benefits
        otherwise provided under the Plan; provided, however, that any such
        additional benefits or benefit limitations must be agreed to by both the
        Participant and the Participant's Employer.

1.33    "Plan Year" shall mean, a period beginning January 1 of each calendar
        year and continuing through December 31 of such calendar year.

1.34    "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
        Article 6.

1.35    "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
        Employee, severance from employment from all Employers for any reason
        other than a leave of absence, death or Disability on or after the
        earlier of the attainment of (a) age sixty-two (62) or (b) age
        fifty-five (55) with five (5) Years of Service; and shall mean with
        respect to a Director who is not an Employee, severance of his or her
        directorships with all Employers on or after the later of (y) the
        attainment of age sixty (60), or (z) in the sole discretion of the
        Committee, an age later than age sixty (60). If a Participant is both an
        Employee and a Director, Retirement shall not occur until he or she
        Retires as both an Employee and a Director; provided, however, that such
        a Participant may elect, at least one year prior to Retirement and in
        accordance with the policies and procedures established by the
        Committee, to Retire for purposes of this Plan at the time he or she
        Retires as an Employee, which Retirement shall be deemed to be a
        Retirement as an Employee.

1.36    "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.37    "Rollover Account" shall mean: (i) the sum of a Participant's Rollover
        Amount; plus (ii) amounts credited in accordance with all the applicable
        crediting provisions of this Plan that relate to the Participant's
        Rollover Account; less (iii)



                                      -6-
<PAGE>   11

        all distributions made to the Participant or his or her Beneficiary
        pursuant to this Plan that relate to his or her Rollover Account.

1.38    "Rollover Amount" shall mean the amount determined in accordance with
        Section 3.6.

1.39    "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.40    "Termination Benefit" shall mean the benefit set forth in Article 7.

1.41    "Termination of Employment" shall mean the severing of employment with
        all Employers or service as a Director with all Employers, voluntarily
        or involuntarily, for any reason other than Retirement, Disability,
        death or an authorized leave of absence. If a Participant is both an
        Employee and a Director, a Termination of Employment shall occur only
        upon the termination of the last position held; provided, however, that
        such a Participant may elect, at least one year before Termination of
        Employment and in accordance with the policies and procedures
        established by the Committee, to be treated for purposes of this Plan as
        having experienced a Termination of Employment at the time he or she
        ceases employment with an Employer as an Employee.

1.42    "Trust" shall mean the Master Trust Agreement for IndyMac Bank, F.S.B.
        Deferred Compensation Plan.

1.43    "Unforeseeable Financial Emergency" shall mean an unanticipated
        emergency that is caused by an event beyond the control of the
        Participant that would result in severe financial hardship to the
        Participant resulting from (i) a sudden and unexpected illness or
        accident of the Participant or a dependent of the Participant, (ii) a
        loss of the Participant's property due to casualty, or (iii) such other
        extraordinary and unforeseeable circumstances arising as a result of
        events beyond the control of the Participant, all as determined in the
        sole discretion of the Committee.

1.44    "Years of Service" shall mean the total number of full years in which a
        Participant has been employed by or in the service of one or more
        Employers. For purposes of this definition, a year of employment or
        service shall be a 365-day period (or 366-day period in the case of a
        leap year) that, for the first year of employment or service, commences
        on the Employee's or Director's effective date of hire or service and
        that, for any subsequent year, commences on January 1. Any partial year
        of employment or service shall not be counted. For purposes of this
        definition, the total number of full years in which the Participant was
        employed by or in the service of: (i) CCI prior to 1997; and/or (ii)
        Bancorp prior to 2001, shall be counted.



                                      -7-
<PAGE>   12

                                   ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

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

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

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

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



                                      -8-
<PAGE>   13

                                   ARTICLE 3
                      DEFERRAL COMMITMENTS/CREDITING/TAXES


3.1     MINIMUM DEFERRAL:

        (a)     BASE ANNUAL SALARY, ANNUAL BONUS, COMMISSIONS, AND DIRECTORS
                FEES. Subject to Section 3.3 below, for each Plan Year, a
                Participant may elect to defer his or her Base Annual Salary,
                Annual Bonus, Commissions, and/or Directors Fees, provided that
                the amounts so elected for that Plan Year total, in the
                aggregate, at least $2,000. If no election is made, the amount
                deferred shall be zero.

        (b)     SHORT PLAN YEAR. If a Participant first becomes a Participant
                after the first day of a Plan Year, the minimum deferral shall
                be an amount equal to $2,000, multiplied by a fraction, the
                numerator of which is the number of complete months remaining in
                the Plan Year and the denominator of which is 12.

3.2     MAXIMUM DEFERRAL:

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


<TABLE>
<CAPTION>
                   Deferral                         Maximum Amount
                   --------                         --------------
<S>                                                    <C>
                   Base Annual Salary                    50%
                   Annual Bonus                         100%
                   Commissions                          100%
                   Directors Fees                       100%
</TABLE>

        (b)     Notwithstanding the foregoing, if a Participant first becomes a
                Participant after the first day of a Plan Year, for that Plan
                Year only, a Participant may elect to defer, as his or her
                Annual Deferral Amount, with respect to Base Annual Salary,
                Annual Bonus, Commissions, and/or Directors Fees that accrue
                after the date of entry into the Plan, a dollar amount up to an
                amount equal to the limits set forth above multiplied by such
                Participant's total amount of Base Annual Salary, Annual Bonus,
                Commissions, and/or Directors Fees for the entire Plan Year.
                However,



                                      -9-
<PAGE>   14

        if a Participant, prior to the first date that he or she entered the
        Plan, performed services related to the Annual Bonus that the
        Participant earned for the Plan Year that he or she first entered the
        Plan, then such Participant may not defer any portion of the Annual
        Bonus that the Participant earned for the Plan Year that he or she first
        entered the Plan.

3.3     ELECTION TO DEFER; EFFECT OF ELECTION FORM:

        (a)     FIRST PLAN YEAR. In connection with a Participant's commencement
                of participation in the Plan, the Participant shall make an
                irrevocable deferral election for the Plan Year in which the
                Participant commences participation in the Plan, along with such
                other elections as the Committee deems necessary or desirable
                under the Plan. For these elections to be valid, the election
                forms must be completed and signed by the Participant, timely
                delivered to the Committee (in accordance with Section 2.2
                above) and accepted by the Committee.

        (b)     SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an
                irrevocable deferral election for that Plan Year, and such other
                elections as the Committee deems necessary or desirable under
                the Plan, shall be made by timely delivering to the Committee,
                in accordance with its rules and procedures, before the end of
                the Plan Year preceding the Plan Year for which the election is
                made, a new Election Form. If no such Election Form is timely
                delivered for a Plan Year, the Annual Deferral Amount shall be
                zero for that Plan Year.

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

3.5     ANNUAL COMPANY MATCHING AMOUNT. For each Plan Year, a Participant's
        Employer, in its sole discretion, may, but is not required to, credit
        any amount it desires to that Participant's Company Matching Account,
        which amount shall be for that Participant the Annual Company Matching
        Amount for that Plan Year. The amount so credited to a Participant may
        be smaller or larger than the amount credited to any other Participant,
        and the amount credited to a Participant for a Plan Year may be zero,
        even though one or more other Participants receive an Annual Company
        Matching Amount for that Plan Year. The Annual Company Matching Amount,
        if any, shall be credited as of the last



                                      -10-
<PAGE>   15

        day of the Plan Year. If a Participant is not employed by that Employer
        as of the last day of a Plan Year other than by reason of his or her
        Retirement or death while employed, the Annual Company Matching Amount
        for that Plan Year shall be zero.

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

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

3.8     VESTING:

        (a)     DEFERRAL ACCOUNT AND ROLLOVER ACCOUNT. A Participant shall at
                all times be 100% vested in his or her Deferral Account and
                Rollover Account.

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



                                      -11-
<PAGE>   16


<TABLE>
<CAPTION>
                                                        Vested Percentage of
                                                          Annual Company
                                                          Matching Amount
                    Years of Service                   and Interest Thereon
                    ----------------                   ---------------------
<S>                                                           <C>
                    Less than 1 year                             0%
            1 year or more, but less than 2                     20%
            2 years or more, but less than 3                    40%
            3 years or more, but less than 4                    60%
            4 years or more, but less than 5                    80%
                    5 years or more                            100%
</TABLE>

        Notwithstanding anything to the contrary contained in this Section
        3.8(b), in the event of his or her Retirement, Disability or a Change in
        Control, a Participant's Company Matching Account shall immediately
        become 100% vested.

(c)     FORFEITURE. Notwithstanding anything to the contrary contained in
        Section 3.8(b) above or any other Section of this Plan that may be
        construed to the contrary, the Participant's Employer, in its
        discretion, shall have the right to suspend and/or cause the Participant
        to forfeit all rights to receive any or all payments otherwise due
        hereunder in respect of such Participant's Company Matching Account, if
        such Participant, at any time, whether or not employed by that Employer:

        (i)     works for or conducts or maintains any business, enterprise, or
                organization that is in the same line of business or enterprise
                as any of the Employers and competes directly or indirectly with
                any of the Employers, in violation of the terms of any
                contractual provisions between the Company, or any Employer, and
                the Participant;

        (ii)    divulges confidential information of any Employer to competitors
                of any Employer or any other party not authorized to receive
                such information;

        (iii)   is convicted of a misdemeanor which results in a jail sentence
                of one year of more; or

        (iv)    is convicted of a felony.

        The foregoing shall apply without regard to whether the Participant's
        work, business, release of information, or conviction, as the case may
        be, has any demonstrable adverse effect on the Company or any Employer.



                                      -12-
<PAGE>   17

        Any determination made by the Participant's Employer with regard to
        suspension and/or forfeitures under this Section 3.8(c) shall be final
        and conclusive.

3.9     CREDITING OF ACCOUNT BALANCES. In accordance with, and subject to, the
        rules and procedures that are established from time to time by the
        Committee, in its sole discretion, amounts shall be credited to a
        Participant's Account Balance in accordance with the following rules:

        (a)     PRIOR TO DISTRIBUTION. Prior to a distribution of any portion of
                the Participant's Account Balance under Articles 4, 5, 6, 7, or
                8 below, the Participant's Account Balance shall be credited
                with interest and such interest shall be credited daily. The
                interest rate used to credit the Participant's Account Balance
                shall be the rate provided for in Subsection (c) below. If a
                distribution is made under this Plan, the Participant's Account
                Balance shall be credited with interest until the date on which
                the distribution is made.

        (b)     INSTALLMENT DISTRIBUTION. If a Participant's Account Balance is
                to be paid under the Annual Installment Method, such payments
                shall be determined by amortizing the Participant's Account
                Balance over the number of years elected, using the interest
                rate specified in the following sentence. The interest rate to
                be used to calculate installment payment amounts shall be a
                fixed interest rate that is determined by averaging the interest
                rate provided for in Subsection (c) below for the Plan Year in
                which installment payments commence and the interest rate
                provided for in Subsection (c) below for the two preceding Plan
                Years. This rate shall be treated as the nominal rate for making
                such calculations. If a Participant has completed fewer than
                three Plan Years, this average shall be determined using the
                interest rate provided for in Subsection (c) below for the Plan
                Years during which the Participant participated in the Plan.

        (c)     INTEREST RATE. The rate of interest for a Plan Year shall be
                determined and announced by the Committee before such Plan Year.

3.10    FICA AND OTHER TAXES. Each Plan Year, the Participant's Employer shall
        determine the amount of FICA and other employment taxes that the
        Employer must withhold for such Participant. The Employer shall withhold
        this amount from that portion of the Participant's Base Annual Salary,
        Annual Bonus and/or Commissions that is not being deferred. If
        necessary, the Committee shall reduce the Annual Deferral Amount in
        order to comply with this Section. In addition, the Participant's
        Employer and/or trustee of the Trust shall withhold from any payments
        made to the Participant under this Plan all federal, state and




                                      -13-
<PAGE>   18

        local income, employment and other taxes required to be withheld in
        connection with such payments, in amounts and in a manner to be
        determined in the sole discretion of that Employer.


                                   ARTICLE 4
   SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION

4.1     SHORT-TERM PAYOUT. In connection with each election to defer an Annual
        Deferral Amount, a Participant may irrevocably elect to receive a future
        "Short-Term Payout" from the Plan with respect to all of that Annual
        Deferral Amount. Subject to the Deduction Limitation, the Short-Term
        Payout shall be equal to the Annual Deferral Amount elected to be paid
        as a Short-Term Payout, plus amounts credited in the manner provided in
        Section 3.9 above on that amount. The Short-Term Payout amount shall be
        payable in a lump sum. Subject to the other terms and conditions of this
        Plan, the lump sum payment shall be made, subject to the Deduction
        Limitation, within 60 days after the first day of the Plan Year elected
        by the Participant; provided that no election shall be effective unless
        the Plan Year elected is at least five Plan Years after the last day of
        the Plan Year to which the Annual Deferral Amount relates. By way of
        example, if a Short-Term Payout is elected for amounts that are deferred
        in the Plan Year commencing January 1, 2001, the Short-Term Payout can
        become payable no earlier than the 60 day period commencing on January
        1, 2006.

4.2     OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
        that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
        Amount, plus amounts credited thereon, that is subject to a Short-Term
        Payout election under Section 4.1 shall not be paid in accordance with
        Section 4.1 but shall be paid in accordance with the other applicable
        Article.

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



                                      -14-
<PAGE>   19


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



                                   ARTICLE 5

                               RETIREMENT BENEFIT

5.1     RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant
        who Retires shall receive, as a Retirement Benefit, his or her Account
        Balance.

5.2     PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
        her commencement of participation in the Plan, shall elect on an
        Election Form to receive the Retirement Benefit in a lump sum or
        pursuant to an Annual Installment Method of 5, 10, 15 or 20 years. The
        Participant may annually change his or her election to an allowable
        alternative payout period by submitting a new Election Form to the
        Committee, provided that any such Election Form is submitted at least
        one year prior to the Participant's Retirement and is accepted by the
        Committee in its sole discretion. The Election Form most recently
        accepted by the Committee shall govern the payout of the Retirement
        Benefit. If a Participant does not make any election with respect to the
        payment of the Retirement Benefit, then such benefit shall be payable in
        a lump sum. The lump sum payment shall be made, or installment payments
        shall commence, no later than 60 days after the date the Participant
        Retires. Any payment made shall be subject to the Deduction Limitation.



                                      -15-
<PAGE>   20

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

                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1     PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation,
        the Participant's Beneficiary shall receive a Pre-Retirement Survivor
        Benefit equal to the Participant's Account Balance if the Participant
        dies before he or she Retires, experiences a Termination of Employment
        or suffers a Disability.

6.2     PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in connection
        with his or her commencement of participation in the Plan, shall elect
        on an Election Form whether the Pre-Retirement Survivor Benefit shall be
        received by his or her Beneficiary in a lump sum or pursuant to an
        Annual Installment Method of 5, 10, 15 or 20 years. The Participant may
        annually change this election to an allowable alternative payout period
        by submitting a new Election Form to the Committee, which form must be
        accepted by the Committee in its sole discretion. The Election Form most
        recently accepted by the Committee prior to the Participant's death
        shall govern the payout of the Participant's Pre-Retirement Survivor
        Benefit. If a Participant does not make any election with respect to the
        payment of the Pre-Retirement Survivor Benefit, then such benefit shall
        be paid in a lump sum. Despite the foregoing, if the Participant's
        Account Balance at the time of his or her death is less than $25,000,
        payment of the Pre-Retirement Survivor Benefit may be made, in the sole
        discretion of the Committee, in a lump sum or pursuant to an Annual
        Installment Method of not more than 5 years. The lump sum payment shall
        be made, or installment payments shall commence, no later than 60 days
        after the date the Committee is provided with proof that is satisfactory
        to the Committee of the Participant's death. Any payment made shall be
        subject to the Deduction Limitation.

                                   ARTICLE 7
                               TERMINATION BENEFIT

7.1     TERMINATION BENEFIT. Subject to the Deduction Limitation, the
        Participant shall receive a Termination Benefit, which shall be equal to
        the Participant's Account Balance.




                                      -16-
<PAGE>   21

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

                                   ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1     DISABILITY WAIVER:

        (a)     WAIVER OF DEFERRAL. A Participant who is determined by the
                Committee to be suffering from a Disability shall be excused
                from fulfilling that portion of the Annual Deferral Amount
                commitment that would otherwise have been withheld from a
                Participant's Base Annual Salary, Annual Bonus, Commissions
                and/or Directors Fees for the Plan Year during which the
                Participant first suffers a Disability. During the period of
                Disability, the Participant shall not be allowed to make any
                additional deferral elections, but will continue to be
                considered a Participant for all other purposes of this Plan.

        (b)     RETURN TO WORK. If a Participant returns to employment or
                service as a Director, with any Employer after a Disability
                ceases, the Participant may elect to defer an Annual Deferral
                Amount for the Plan Year following his or her return to
                employment or service and for every Plan Year thereafter while a
                Participant in the Plan; provided such deferral elections are
                otherwise allowed and an Election Form is delivered to and
                accepted by the Committee for each such election in accordance
                with Section 3.3 above.

8.2     CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
        Disability shall, for benefit purposes under this Plan, continue to be
        considered to be employed or in the service of an Employer as a
        Director, and shall be eligible for the benefits provided for in
        Articles 4, 5, 6 or 7 in accordance with the provisions of those
        Articles. Notwithstanding the above, the Committee shall have the right
        to, in its sole and absolute discretion and for purposes of this Plan
        only, and must in the case of a Participant who is otherwise eligible to
        Retire, deem the Participant to have experienced a Termination of
        Employment, or in the case of a Participant who is eligible to Retire,
        to have Retired, at any time



                                      -17-
<PAGE>   22

        (or in the case of a Participant who is eligible to Retire, as soon as
        practicable) after such Participant is determined to be suffering a
        Disability, in which case the Participant shall receive a Disability
        Benefit equal to his or her Account Balance at the time of the
        Committee's determination; provided, however, that should the
        Participant otherwise have been eligible to Retire, he or she shall be
        paid in accordance with Article 5. The Disability Benefit shall be paid
        in a lump sum or, upon a Participant's request and in the Committee's
        sole discretion, installment payments over not more than 5 years. The
        lump sum payment shall be made, or installment payments shall commence,
        within 60 days of the Committee's exercise of its right to deem a
        Participant to have experienced a Termination of Employment. Any payment
        made shall be subject to the Deduction Limitation.

                                   ARTICLE 9
                             BENEFICIARY DESIGNATION

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

9.2     BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
        designate his or her Beneficiary by completing and signing the
        Beneficiary Designation Form, and returning it to the Committee or its
        designated agent. A Participant shall have the right to change a
        Beneficiary by completing, signing and otherwise complying with the
        terms of the Beneficiary Designation Form and the Committee's rules and
        procedures, as in effect from time to time. If the Participant names
        someone other than his or her spouse as a Beneficiary, a spousal
        consent, in the form designated by the Committee, must be signed by that
        Participant's spouse and returned to the Committee. Upon the acceptance
        by the Committee of a new Beneficiary Designation Form, all Beneficiary
        designations previously filed shall be canceled. The Committee shall be
        entitled to rely on the last Beneficiary Designation Form filed by the
        Participant and accepted by the Committee prior to his or her death.

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

9.4     NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
        Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
        designated Beneficiaries predecease the Participant or die prior to
        complete distribution of the



                                      -18-
<PAGE>   23

        Participant's benefits, then the Participant's designated Beneficiary
        shall be deemed to be his or her surviving spouse. If the Participant
        has no surviving spouse, the benefits remaining under the Plan to be
        paid to a Beneficiary shall be payable to the executor or personal
        representative of the Participant's estate.

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

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

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1    PAID LEAVE OF ABSENCE. If a Participant is authorized by the
        Participant's Employer for any reason to take a paid leave of absence
        from the employment of the Employer, the Participant shall continue to
        be considered employed by that Employer and the Annual Deferral Amount
        shall continue to be withheld during such paid leave of absence in
        accordance with Section 3.3.

10.2    UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
        Participant's Employer for any reason to take an unpaid leave of absence
        from the employment of the Employer, the Participant shall continue to
        be considered employed by that Employer and the Participant shall be
        excused from making deferrals until the earlier of the date the leave of
        absence expires or the Participant returns to a paid employment status.
        Upon such expiration or return, deferrals shall resume for the remaining
        portion of the Plan Year in which the expiration or return occurs, based
        on the deferral election, if any, made for that Plan Year. If no
        election was made for that Plan Year, no deferral shall be withheld.

                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1    TERMINATION. Each Employer reserves the right to discontinue its
        sponsorship of the Plan and/or to terminate the Plan at any time with
        respect to any or all of its participating Employees and Directors by
        action of its board of directors. Upon the termination of the Plan with
        respect to any Employer, the Plan



                                      -19-
<PAGE>   24

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

11.2    AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
        whole or in part with respect to that Employer by the action of its
        board of directors; provided, however, that no amendment or modification
        shall be effective to decrease or restrict the value of a Participant's
        Account Balance in existence at the time the amendment or modification
        is made, calculated as if the Participant had experienced a Termination
        of Employment as of the effective date of the amendment or modification
        or, if the amendment or modification occurs after the date upon which
        the Participant was eligible to Retire, the Participant had Retired as
        of the effective date of the amendment or modification. The amendment or
        modification of the Plan shall not affect any Participant or Beneficiary
        who has become entitled to the payment of benefits under the Plan as of
        the date of the amendment or modification; provided, however, that the
        Employer shall have the right to accelerate installment payments by
        paying the Account Balance in a lump sum or pursuant to an Annual
        Installment Method using fewer years (provided that the present value



                                      -20-
<PAGE>   25

        of all payments that will have been received by a Participant at any
        given point of time under the different payment schedule shall equal or
        exceed the present value of all payments that would have been received
        at that point in time under the original payment schedule, using a
        reasonable discount rate selected by the Committee from time to time).

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

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

                                   ARTICLE 12
                                 ADMINISTRATION

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

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

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

12.4    INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
        the members of the Committee, and any Employee to whom the duties of the




                                      -21-
<PAGE>   26

        Committee may be delegated, against any and all claims, losses, damages,
        expenses or liabilities arising from any action or failure to act with
        respect to this Plan, except in the case of willful misconduct by the
        Committee or any of its members or any such Employee.

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

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

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

                                   ARTICLE 14
                                CLAIMS PROCEDURES

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

14.2    NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
        claim within a reasonable time, and shall notify the Claimant in
        writing:

        (a)     that the Claimant's requested determination has been made, and
                that the claim has been allowed in full; or

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



                                      -22-
<PAGE>   27

                (i)     the specific reason(s) for the denial of the claim, or
                        any part of it;

                (ii)    specific reference(s) to pertinent provisions of the
                        Plan upon which such denial was based;

                (iii)   a description of any additional material or information
                        necessary for the Claimant to perfect the claim, and an
                        explanation of why such material or information is
                        necessary; and

                (iv)    an explanation of the claim review procedure set forth
                        in Section 14.3 below.

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

        (a)     may review pertinent documents;

        (b)     may submit written comments or other documents; and/or

        (c)     may request a hearing, which the Committee, in its sole
                discretion, may grant.

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

        (a)     specific reasons for the decision;

        (b)     specific reference(s) to the pertinent Plan provisions upon
                which the decision was based; and

        (c)     such other matters as the Committee deems relevant.

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



                                      -23-
<PAGE>   28

                                   ARTICLE 15

                                      TRUST

15.1    ESTABLISHMENT OF THE TRUST. The Company established the Trust, and each
        Employer may transfer over to the Trust such assets as the Employer
        determines, in its sole discretion.

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

15.3    DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the Plan
        may be satisfied with Trust assets distributed pursuant to the terms of
        the Trust, and any such distribution shall reduce the Employer's
        obligations under this Plan.

                                   ARTICLE 16

                                  MISCELLANEOUS

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

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

16.3    EMPLOYER'S LIABILITY. If an Employer enters into a Plan Agreement with a
        Participant, then only that Employer shall be liable for the benefits
        that the Participant earns during the time that the Plan Agreement is in
        effect with that Employer. The other Employers shall not be liable for
        any of the benefits that the



                                      -24-
<PAGE>   29

        Participant earns during this period. Notwithstanding the foregoing,
        only the Company (and not Bancorp) shall be liable for the benefits that
        the participants of the INMC Mortgage Holding, Inc. Deferred
        Compensation Plan earned under such plan prior to January 1, 2001.

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

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

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

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

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



                                      -25-
<PAGE>   30

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

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


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

        Such notice shall be deemed given as of the date of delivery or, if
        delivery is made by mail, as of the date shown on the postmark on the
        receipt for registration or certification.

        Any notice or filing required or permitted to be given to a Participant
        under this Plan shall be sufficient if in writing and hand-delivered, or
        sent by mail, to the last known address of the Participant.

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

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

16.13   VALIDITY. In case any provision of this Plan shall be illegal or invalid
        for any reason, said illegality or invalidity shall not affect the
        remaining parts hereof, but this Plan shall be construed and enforced as
        if such illegal or invalid provision had never been inserted herein.

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


                                      -26-
<PAGE>   31

        Participant and the Participant's Beneficiary, as the case may be, and
        shall be a complete discharge of any liability under the Plan for such
        payment amount.

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

16.16   DISTRIBUTION IN THE EVENT OF TAXATION:

        (a)     IN GENERAL. If, for any reason, all or any portion of a
                Participant's benefits under this Plan becomes taxable to the
                Participant prior to receipt, a Participant may petition the
                Committee before a Change in Control, or the trustees of the
                Trust after a Change in Control, for a distribution of that
                portion of his or her benefit that has become taxable. Upon the
                grant of such a petition, which grant shall not be unreasonably
                withheld (and, after a Change in Control, shall be granted), a
                Participant's Employer shall distribute to the Participant
                immediately available funds in an amount equal to the taxable
                portion of his or her benefit (which amount shall not exceed a
                Participant's unpaid Account Balance under the Plan). If the
                petition is granted, the tax liability distribution shall be
                made within 90 days of the date when the Participant's petition
                is granted. Such a distribution shall affect and reduce the
                benefits to be paid under this Plan.

        (b)     TRUST. If the Trust terminates in accordance with Section 3.6(e)
                of the Trust and benefits are distributed from the Trust to a
                Participant in accordance with that Section, the Participant's
                benefits under this Plan shall be reduced to the extent of such
                distributions.

16.17   INSURANCE. The Employers, on their own behalf or on behalf of the
        trustees of the Trust, and, in their sole discretion, may apply for and
        procure insurance on the life of the Participant, in such amounts and in
        such forms as the Trust may choose. The Employers or the trustees of the
        Trust, as the case may be, shall be the sole owner and beneficiary of
        any such insurance. The Participant shall have no interest whatsoever in
        any such policy or policies, and at the request of the Employers shall
        submit to medical examinations and supply such information and execute
        such documents as may be required by the insurance company or companies
        to whom the Employers have applied for insurance.



                                      -27-
<PAGE>   32

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

        IN WITNESS WHEREOF, the Company has amended and restated this Plan
document as of January 1, 2001.


                                    "Company"

                                    IndyMac Bank, F.S.B., a federally chartered
                                    savings bank

Date:                               By:
     -----------------                 ----------------------------------------
                                    Title:
                                           ------------------------------------




                                      -28-