##### 



GENERAL
 Purpose
 Participation
 Operation, Administration, and Definitions
 OPTIONS
 Definitions
 Exercise Price




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##### 



Exercise
 Vesting provided, however,
 Payment of Option Exercise Price
 (a)
    
    Subject to the following provisions of this subsection 2.5, the full Exercise Price for
shares of Stock purchased upon the exercise of any Option shall be paid at the time of such
exercise (except that, in the case of an exercise arrangement approved by the Committee and
described in subsection 2.5(c), payment may be made as soon as practicable after the
exercise). To the extent that an Option Award is exercisable, it may be exercised in whole or
in part by filing a written notice with the Stock Award Administrator of the Company at its
corporate headquarters prior to the date the Option expires. Such notice shall specify the
number of shares of Stock which the Participant elects to purchase, and, subject to subsection
2.5(c), shall be accompanied by payment of the Exercise Price for such shares of Stock
indicated by the Participants election.
 (b)
    
    The Exercise Price shall be payable (i) in cash, (ii) by tendering, by either actual delivery
of shares or by attestation, shares of Stock acceptable to the Committee and valued at Fair
Market Value as of the day of exercise, (iii) by instructing the Company to withhold from the
shares of Stock acquired upon exercise of the Option that number of shares of Stock equal to
the minimum amount (and not any greater amount) required to satisfy the Exercise Price, or
(iv) in any combination thereof.
 - 2 -




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##### 



(c)
    
    Unless otherwise provided in the applicable Award Memorandum or otherwise specified by the
Committee prior to exercise, a Participant may elect to pay the Exercise Price upon the
exercise of an Option by irrevocably authorizing a third party to sell shares of Stock (or a
sufficient portion of the shares) acquired upon exercise of the Option and remit to the
Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax
withholding resulting from such exercise.
 (d)
    
    The Committee may provide in an Award Memorandum for any other method of payment of the
Exercise Price upon the exercise of an Option.
 Expiration
 (a)
    
    except as provided in subsections (b) and (c) below, if the termination occurs for reasons
other than death, Disability, Retirement, or Cause, the three-month anniversary of the
Participants Date of Termination;
 (b)
    
    if the termination occurs by reason of the Participants death, or if the Participants death
occurs within three months after the Date of Termination in accordance with subsection (a)
above, the one-year anniversary of the Participants Date of Termination;
 (c)
    
    if the termination occurs by reason of the Participants Disability, or if the holder incurs
a Disability within three months after the Date of Termination in accordance with subsection
(a) above, the one-year anniversary of the Participants Date of Termination;
 (d)
    
    if the termination occurs by reason of the Participants Retirement, the one-year anniversary
of the Participants Date of Termination; or(e)
    
    if the termination occurs by reason of Cause, the Participants Date of Termination.
  Non-Employee Director Options
 Employment Agreement
 - 3 -




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##### 



No Repricing
 OTHER STOCK AWARDS
 Definitions
 Restrictions on Awards
 (a)
    
    Any such Award shall be subject to such conditions, restrictions and contingencies as the
Committee shall determine.
 (b)
    
    Any portion of any such Award that is not vested as of a Participants Date of Termination
shall be forfeited without consideration, except that if a Participants Date of Termination
occurs by reason of the Participants death, Disability or Retirement, then any time-based
vesting restrictions on any such Award shall lapse as of the Date of Termination and any
performance-based criteria relating to Awards shall be deemed to be satisfied at the greater
of target or actual performance; provided, however,that as a condition of such acceleration
of vesting or deemed satisfaction of performance-based criteria upon the Participants
Retirement, the Participant shall execute a restrictive covenant agreement (including, but not
limited to, a non-solicitation of customers and employees covenant) satisfactory to the
Company with a term equal to the longest vesting term being accelerated.
 (c)
    
    Awards of Restricted Stock or Restricted Stock Units may not be sold, transferred, assigned,
pledged, hypothecated or otherwise disposed of in any way (whether by operation of law or
otherwise) during the Restricted Period other than by will or by the applicable laws of
descent and distribution.
 (d)
    
    Unless otherwise provided in the applicable Award Memorandum or otherwise provided by the
Committee, the following terms shall apply to Awards of Restricted Stock or Restricted Stock
Units granted under this Section 3:
 - 4 -




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##### 



Vesting
 Dividends and Dividend Equivalents
 Voting
 Ownership of Shares
 (e)
    
    The Committee may designate whether any Award being granted to any Participant under this
Section 3 is intended to be performance-based compensation. Any such Awards designated as
intended to be performance-based compensation shall be conditioned on the achievement of one
or more Performance Measures, to the extent required by Code Section 162(m) and the
regulations thereunder. For Awards under this Section 3 intended to be performance-based
compensation, the grant of the Awards and the establishment of the Performance Measures shall
be made during the period required under Code Section 162(m).
 (f)
    
    If the right to become vested in a Restricted Stock Award or Restricted Stock Unit Award
granted under this Section 3 is conditioned on the completion of a specified period of service
with the Company or the Subsidiaries, without achievement of Performance Measures or other
performance objectives being required as a condition of either grant or
 - 5 -




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##### 



vesting, and without it being granted in lieu of other compensation, then the required
period of service for full vesting shall be not less than one year (subject to acceleration
of vesting (i) pursuant to this Plan, or (ii) to the extent permitted by the Committee, or
pursuant to the terms of an applicable Employment Agreement, in the event of the
Participants death, Disability, Retirement, Change in Control or involuntary termination).
 Employment Agreement
 Non-Employee Director Awards
 CASH INCENTIVE AWARDS
 Eligibility
 Maximum Award
 Performance Goals
 - 6 -




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##### 



Attainment of Performance Goals
 Exceptions to Performance Goal Requirement provided, however,
 Employment Agreement
 Non-Performance-Based Cash Incentive Compensation
 OPERATION AND ADMINISTRATION
 Effective Date
 - 7 -




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##### 



Shares Subject to Plan
 (a)
    
    The shares of Stock with respect to which Awards may be made under the Plan shall be shares
currently authorized but unissued or currently held or, to the extent permitted by applicable
law, subsequently acquired by the Company as treasury shares, including shares purchased in
the open market or in private transactions.
 (b)
    
    Subject to the following provisions of this subsection 5.2, the maximum number of shares of
Stock that may be delivered to Participants and their beneficiaries under the Plan shall be
11,200,000 shares of Stock; provided, however, that each share of Stock issued under the Plan
pursuant to a Full Value Award shall reduce the number of available shares of Stock by 3.5
shares.
 (c)
    
    To the extent any shares of Stock covered by an Award are not delivered to a Participant or
beneficiary because the Award is forfeited, such shares shall not be deemed to have been
delivered for purposes of determining the maximum number of shares of Stock available for
delivery under the Plan.
 (d)
    
    To the extent provided by the Committee in its sole discretion, any Award may be settled in
cash rather than Stock. To the extent any shares of Stock covered by an Award are not
delivered to a Participant or beneficiary because the Award is settled in cash, such shares
shall be deemed to have been delivered for purposes of determining the maximum number of
shares of Stock available for delivery under the Plan (and such shares shall not be added back
to the available share pool under the Plan).
 (e)
    
    If outstanding shares of Stock (including shares issued on the date of grant of a Restricted
Stock Award) are tendered to the Company (by either actual delivery or by attestation), or are
withheld from the Award, to satisfy the exercise price or tax liability resulting from an
Award, such tendered or withheld shares shall be deemed to have been delivered to the
Participant for purposes of determining the maximum number of shares of Stock available for
delivery under the Plan (and such shares shall not be added back to the available share pool
under the Plan).
 (f)
    
    Subject to subsection 5.2(g), the following additional maximums are imposed under the Plan.
   - 8 -




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##### 



(g)
    
    If (i) the outstanding securities of the class then subject to this Plan (the outstanding
shares) (A) are increased, decreased, exchanged or converted as a result of a stock split
(including a split in the form of a stock dividend), reverse stock split, recapitalization,
spin off or similar event, or (B) are exchanged for or converted into cash, property or a
different number or kind of securities (or if cash, property or securities are distributed in
respect of the outstanding shares), as a result of a reorganization, merger, consolidation,
exchange, spin off, recapitalization, restructuring or reclassification, or (ii) substantially
all of the property and assets of the Company are sold as an entirety, or (iii) the Company is
liquidated and dissolved, then the Committee (or, in the case of Awards made to Non-Employee
Directors, the Board) shall, in such manner and to such extent (if any) as is equitable and
appropriate, make proportionate adjustments in (x) the number and type of shares or other
securities or cash or other property that may be acquired pursuant to Options and other Awards
previously granted under this Plan (and, where applicable, the exercise price thereof so as to
maintain the same aggregate exercise price), (y) the maximum number and type of shares or
other securities, cash, or property that may be issued or delivered pursuant to Options and
other Awards thereafter granted under this Plan, and (z) such other terms as necessarily are
affected by such event. In the case of an extraordinary distribution, merger, reorganization,
consolidation, combination, sale of assets, exchange or spin off, the Committee (or the Board,
in the case of Awards made to Non-Employee Directors) may make provisions for a substitution
or exchange of any or all outstanding Options or other Awards or rights (or for the
securities, cash or property deliverable upon exercise of such outstanding Options or other
Awards or rights), based upon the distribution or consideration payable to holders of the
shares of Stock upon or in respect of such event.
 General Restrictions
 (a)
    
    Notwithstanding any other provision of the Plan, the Company shall have no liability to
deliver any shares of Stock under the Plan or make any other distribution of benefits under
the Plan unless such delivery or distribution would comply with all applicable laws
(including, without limitation, the requirements of the Securities Act of 1933), and the
applicable requirements of any securities exchange or similar entity.
 (b)
    
    To the extent that the Plan provides for issuance of stock certificates to reflect the
issuance of shares of Stock, the issuance may be effected on a non-certificated basis, to the
extent not prohibited by applicable law or the applicable rules of any stock exchange.
 Tax Withholding
 - 9 -




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##### 



Special Provisions related to Section 409A of the Code
 (a)
    
    Notwithstanding anything in the Plan or in any Award Memorandum to the contrary, to the
extent that any amount or benefit that would constitute deferred compensation for purposes
of Section 409A of the Code would otherwise be payable or distributable under the Plan or any
Award Memorandum by reason of the occurrence of a Change in Control or the Participants
Disability or separation from service, such amount or benefit will not be payable or
distributable to the Participant by reason of such circumstance unless (i) the circumstances
giving rise to such Change in Control, Disability or separation from service meet the
description or definition of change in control event, disability or separation from
service, as the case may be, in Section 409A of the Code and applicable proposed or final
regulations, or (ii) the payment or distribution of such amount or benefit would be exempt
from the application of Section 409A of the Code by reason of the short-term deferral
exemption or otherwise. This provision does not prohibit the vesting of any Award or the
vesting of any right to eventual payment or distribution of any amount or benefit under the
Plan or any Award Memorandum.
 (b)
    
    Notwithstanding anything in the Plan or in any Award Memorandum to the contrary, to the
extent necessary to avoid the application of Section 409A of the Code, (i) the Committee may
not amend an outstanding Option to extend the time to exercise such Award beyond the later of
the 15th day of the third month following the date at which, or December 31 of the
calendar year in which, the Award would otherwise have expired if the Award had not been
extended, based on the terms of the Award at the original Grant Date (the Safe Harbor
Extension Period), and (ii) any purported extension of the exercise period of an outstanding
Award beyond the Safe Harbor Extension Period shall be deemed to be an amendment to the last
day of the Safe Harbor Extension Period and no later.
 Grant and Use of Awards
 - 10 -




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##### 



Settlement of Awards
 Transferability
 Form and Time of Elections
 Agreement With Company
 Action by Company or Subsidiary
 - 11 -




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##### 



Gender and Number
 Limitation of Implied Rights
 (a)
    
    Neither a Participant nor any other person shall, by reason of participation in the Plan,
acquire any right in or title to any assets, funds or property of the Company or any
Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other
property which the Company or any Subsidiary, in its sole discretion, may set aside in
anticipation of a liability under the Plan. A Participant shall have only a contractual right
to the Stock or amounts, if any, payable under the Plan, unsecured by any assets of the
Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that
the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any
person.
 (b)
    
    The Plan does not constitute a contract of employment, and selection as a Participant will
not give any participating employee the right to be retained in the employ of the Company or
any Subsidiary, nor any right or claim to any benefit under the Plan, unless such right or
claim has specifically accrued under the terms of the Plan. Except as otherwise provided in
the Plan, no Award under the Plan shall confer upon the holder thereof any rights as a
stockholder of the Company prior to the date on which the individual fulfills all conditions
for receipt of such rights.
 Evidence
 Heirs and Successors
 - 12 -




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##### 



Applicable Law
 CHANGE IN CONTROL
 Determination of Change in Control
 (A)
    
    An acquisition of any common stock or other Voting Securities (as hereinafter defined) of
the Company by any Person (as the term person is used for purposes of Section 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended (the Exchange Act)), immediately after
which such Person has Beneficial Ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of twenty five percent (25%) or more of the then outstanding shares of
the Companys common stock or the combined voting power of the Companys then outstanding
Voting Securities; provided, however, in determining whether a Change in Control has occurred,
Voting Securities which are acquired in a Non-Control Acquisition (as hereinafter defined)
shall not constitute an acquisition which would cause a Change in Control. For purposes of
this Plan, (1) Voting Securities shall mean the Companys outstanding voting securities
entitled to vote generally in the election of directors and (2) a Non-Control Acquisition
shall mean an acquisition by (a) the Company or any of its Subsidiaries, (b) an employee
benefit plan (or a trust forming a part thereof) maintained by (x) the Company, or (y) any
corporation or other Person of which a majority of its voting power or its voting equity
securities or equity interest is owned, directly or indirectly, by the Company (for purposes
of the definition in this subsection 6.1, a Subsidiary), or (c) any Person in connection
with a Non-Control Transaction (as hereinafter defined).
 (B)
    
    The individuals who, as of the Effective Date, were members of the Board (the Incumbent
Board), cease for any reason to constitute at least a majority of the members of the Board;
provided, however, that if the election, or nomination for election by the Companys common
stockholders, of any new director was approved by a vote of at least two-thirds of the
Incumbent Board, such new director shall, for purposes of this Plan be considered as a member
of the Incumbent Board; provided further, however, that no individual shall be considered a
member of the Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened Election Contest (as described in Rule 14a-11 promulgated
under the Exchange Act) or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board (a Proxy Contest) including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or(C)
    
    The consummation of:
 - 13 -




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##### 



(1)
    
    A merger, consolidation, or reorganization involving the Company or the sale or
other disposition of all or substantially all of the assets of the Company to any
Person or Persons other than a transfer to a Subsidiary, or the sale or other
disposition of all or substantially all of the stock or assets of IndyMac Bank, F.S.B.
to any Person or Persons other than a transfer to a Subsidiary (in each case, a
Business Transaction), unless such Business Transaction is a Non-Control
Transaction. A Non Control Transaction shall mean a Business Transaction where:
 (a)
    
    the stockholders of the Company, immediately before such
Business Transaction, own directly or indirectly immediately following such
Business Transaction more than sixty percent (60% ) of the combined voting
power of the outstanding Voting Securities of the corporation resulting from
such merger, consolidation or reorganization or purchasing such assets or stock
(the Surviving Corporation) in substantially the same proportion as their
ownership of the Voting Securities immediately before such Business
Transaction;(b)
    
    the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement providing for such Business
Transaction constitute at least a majority of the members of the board of
directors of the Surviving Corporation, or in the event that, immediately
following the consummation of such Business Transaction, a corporation
beneficially owns, directly or indirectly, a majority of the Voting Securities
of the Surviving Corporation, the board of directors of such corporation; and(c)
    
    no Person other than (i) the Company, (ii) any Subsidiary,
(iii) any employee benefit plan (or any trust forming a part thereof)
maintained by the Company, the Surviving Corporation or any Subsidiary, or (iv)
any Person who, immediately prior to such Business Transaction had Beneficial
Ownership of twenty-five percent (25%) or more of the then outstanding Voting
Securities or common stock of the Company, has Beneficial Ownership of
twenty-five percent (25%) or more of the combined voting power of the Surviving
Corporations then outstanding Voting Securities or its common stock; or
 (D)
    
    The Companys stockholders approve a complete liquidation or dissolution of the Company.
  - 14 -




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##### 



Committee Discretion
 Committee Action
 Termination or Substitution of Awards
 - 15 -




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##### 



Restoration of Prior Status
 Employment Agreement
 COMMITTEE
 Administration
 Powers of Committee
 (a)
    
    Subject to the provisions of the Plan, the Committee will have the authority and discretion
to select from among the Eligible Individuals those persons who shall receive Awards, to
determine the time or times of receipt, to determine the types of Awards and the amount or
number of shares covered by the Awards, to establish the terms, conditions, performance
criteria, restrictions, and other provisions of such Awards, and (subject to the restrictions
imposed by subsection 2.9, relating to Option repricing, and by Section 8, relating to
amendments and termination) to modify, accelerate the vesting of, cancel or suspend Awards.
 (b)
    
    To the extent that the Committee determines that the restrictions imposed by the Plan
preclude the achievement of the material purposes of the Awards in jurisdictions outside the
United States, the Committee will have the authority and discretion to modify those
restrictions as the Committee determines to be necessary or appropriate to conform to
applicable requirements or practices of jurisdictions outside of the United States.
 - 16 -




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##### 



(c)
    
    The Committee will have the authority and discretion to interpret the Plan, to establish,
amend and rescind any rules and regulations relating to the Plan, to determine the terms and
provisions specified in any Award Memorandum made pursuant to the Plan, and to make all other
determinations that may be necessary or advisable for the administration of the Plan.
 (d)
    
    Any interpretation of the Plan by the Committee and any decision made by it under the Plan
are final and binding on all persons.
 (e)
    
    In controlling and managing the operation and administration of the Plan, the Committee shall
take action in a manner that conforms to the certificate of incorporation and by-laws of the
Company, and applicable state corporate law.
 Delegation by Committee
 Information to be Furnished to Committee
 AMENDMENT AND TERMINATION
  - 17 -




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##### 



DEFINED TERMS
  (a)
    
    Award. The term Award means any award or benefit granted under the Plan,
including, the grant of Options, Restricted Stock Awards, Restricted Stock Unit Awards, Cash
Incentive Awards, dividends granted with respect to Restricted Stock Awards or dividend
equivalents granted with respect to Restricted Stock Unit Awards.(b)
    
    Board. The term Board means the Board of Directors of the Company.(c)
    
    Cause. The term Cause means, as determined by the Company:
      (d)
    
    Code. The term Code means the Internal Revenue Code of 1986, as amended. A
reference to any provision of the Code shall include reference to any successor provision of
the Code.
 (e)
    
    Covered Shares. The term Covered Shares means the shares of Stock that are the
subject of an Award granted under the Plan.
 - 18 -




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##### 



(f)
    
    Date of Termination. The term Date of Termination means the first day occurring on
or after the Grant Date on which the Employee is not employed by the Company or any
Subsidiary, regardless of the reason for the termination of employment; provided that a
termination of employment shall not be deemed to occur by reason of a transfer of the Employee
between the Company and a Subsidiary or between two Subsidiaries; and further provided that
the Employees employment shall not be considered terminated while the Employee is on a
military or sick leave from the Company or a Subsidiary. If an Employee is employed by an
entity that is a Subsidiary and such entity ceases to be a Subsidiary, such event shall be
deemed to be the Employees Date of Termination.
 (g)
    
    Disability. The term Disability shall mean a permanent and total disability
within the meaning of Section 22(e)(3) of the Code.
 (h)
    
    Eligible Individual. For purposes of the Plan, the term Eligible Individual means
any employee, officer, or director of the Company or a Subsidiary, and any consultant or other
person providing services to the Company or a Subsidiary; provided, however, that an ISO may
only be granted to an employee of the Company or a Subsidiary. An Award may be granted to an
employee, in connection with hiring, retention or otherwise, prior to the date the employee
first performs services for the Company or the Subsidiaries, provided that such Awards shall
not become vested prior to the date the employee first performs such services.
 (i)
    
    Employee. An  Employee is any employee of the Company or a Subsidiary who is
granted an Award under the Plan.
 (j)
    
    Employment Agreement. A Participants Employment Agreement means, as of any date,
the agreement (if any) between the Participant and the Company or a Subsidiary that governs
the terms of such Participants employment on that date, and may include a change in control
agreement governing the effect of a change in control with respect to such Participant and,
with respect to the Participants termination of employment, may also include a severance
agreement governing the terms of such Participants termination from employment; provided that
any such agreement must have been approved by the Committee.
 (k)
    
    Fair Market Value. For purposes of determining the Fair Market Value of a share of
Stock as of any date, the following rules shall apply:
  - 19 -




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##### 



(l)
    
    Full Value Award. The term Full Value Award means an Award other than in the form
of an Option, and which is settled by the issuance of shares of Stock.
 (m)
    
    Good Reason. The term Good Reason shall have the meaning assigned such term in the
Employment Agreement, if any, between a Participant and the Company or an affiliate, provided,
however that if there is no such Employment Agreement in which such term is defined, and
unless otherwise defined in the applicable Award, Good Reason shall mean, with respect to
any Employee, any of the following acts by the Company or an affiliate, without the consent of
the Participant (in each case, other than an isolated, insubstantial and inadvertent action
not taken in bad faith and which is remedied by the Company or the affiliate promptly after
receipt of notice thereof given by the Participant): (i) the assignment to the Participant of
duties materially inconsistent with, or a material diminution in, the Participants position,
authority, duties or responsibilities as in effect immediately prior to a Change in Control,
(ii) a reduction by the Company or an affiliate in the Participants base salary, (iii) the
Company or an affiliate requiring the Participant, without his or her consent, to be based at
any office or location more than 35 miles from the location at which the Participant was
stationed immediately prior to a Change in Control, (iv) the continuing material breach by the
Company or an affiliate of any Employment Agreement between the Participant and the Company or
an affiliate after the expiration of any applicable period for cure, or (v) the expiration an
Employment Agreement between the Employee and the Company or any affiliate in effect prior to
a Change in Control without renewal by the Company or its successor on or following a Change
in Control on terms that are substantially comparable to the terms of such Employment
Agreement.
 (n)
    
    Grant Date. The term Grant Date with respect to an Award means the date on which
the Award is granted under this Plan.
 (o)
    
    Non-Employee Director. Each member of the Board or the Board of Directors of IndyMac
Bank, F.S.B who is not an employee of the Company or any Subsidiary shall be a Non-Employee
Director.
 (p)
    
    Performance-Based Compensation. The term performance-based compensation shall have
the meaning ascribed to it in Section 162(m) of the Code and the regulations thereunder.
 - 20 -




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##### 



(q)
    
    Performance Measures. The term Performance Measures shall mean one or more of the
following business criteria, either alone or in combination, as selected by the Committee,
which may be expressed in terms of Company-wide objectives or in terms of objectives that
relate to the performance of an affiliated company or a division, region, department or
function within the Company or an affiliated company:
 
    
    Revenue
    
    Sales, including cross-sales
    
    Profit (net profit, gross profit, operating profit, economic profit, profit
margins, mortgage banking revenue margin, thrift net interest margin or other
corporate profit measures)
    
    Earnings (EBIT; EBITDA; earnings per share; operating earnings per diluted
share, either before or after amortization of intangible assets; or other corporate
earnings measures)
    
    Net income (before or after taxes, operating income or other income measures)
    
    Cash (cash flow, cash generation or other cash measures)
    
    Assets (net worth, asset quality, ratio of non-performing assets to total
assets, or other asset measures)
    
    Stock price or performance
    
    Total stockholder return (stock price appreciation plus reinvested dividends
divided by beginning share price)
    
    Return measures (including, but not limited to, return on assets or average
assets, capital, average or common equity, or sales, and cash flow return on assets
or average assets, capital, average or common equity, or sales)
    
    Market share and market size of various consumer financial products
    
    Loan origination volumes
    
    Deposits
    
    Interest rate risk (including, but not limited to duration gap, value at risk
and other interest rate risk measures)
    
    Credit risk (including, but not limited to, other credit risk measures)
    
    Expenses (net operating expense, either before or after amortization of
intangible assets; expense management; expense ratio; expense efficiency ratios,
ratio of expenses outsourced as a percent of total expenses, cost per loan, cost
per deposit or other expense measures)
    
    Ratio of headcount outsourced as a percent of total headcount
    
    Revenues per headcount or the inverse ratio
    
    Secondary market investor performance and/or ratings
    
    Fair value of assets and/or liabilities and growth and/or decline in either or both
    
    Hedge effectiveness
    
    Mergers, acquisitions and start-up business activities (e.g. successful
acquisition deal completion)
    
    Internal rate of return or increase in net present value
    
    Regulatory compliance
    
    Customer satisfaction ratings
 - 21 -




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##### 




    
    Employee turnover and employee count (as a whole or by a specific subset of
employees)
    
    Employee morale and culture survey results
    
    Customer count, revenues, retention and penetration
    
    Portfolio balance and count
    
    Cost of funds
    
    Rating agency credit ratings
    
    Third party servicer evaluations (including, but not limited to, evaluations
conducted by the GSEs and servicer ratings published by the rating agencies)
  (r)
    
    Restricted Period. The term Restricted Period means the period during which the
shares of Stock subject to an Award of Restricted Stock or a Restricted Stock Unit Award
remain unvested, as set forth in the Plan or the applicable Award Memorandum.
 (s)
    
    Retirement. An Employees Retirement shall mean retirement or resignation from the
Company (a)(i) if the Participant is less than 55 years of age, with at least 75 points or
(ii) if the Participant is 55 years of age or older, with at least 65 points and (b) the
Participant has at least five (5) consecutive years of employment with the Company. An
Employee shall receive one (1) point for every consecutive year of employment with the Company
and one (1) point for every year of age. For example, an Employee who is 52 years of age and
has worked for the Company for 15 consecutive years has 67 points.
 (t)
    
    Subsidiary. The term Subsidiary means any company during any period in which it is
a subsidiary corporation (as that term is defined in Code Section 424(f)) with respect to
the Company.(u)
    
    Stock. The term Stock means shares of common stock of the Company.
 - 22 -




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th
     Mandatory Adjustments
 Discretionary Adjustment
 - 23 -




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General
  - 24 -