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Exhibit 4.2
 
 GENERAL
 Purpose
 Participation
 Operation, Administration, and Definitions
 OPTIONS
 Definitions
 Exercise Price
 Exercise
 Vesting




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provided, however,
 Payment of Option Exercise Price
     Expiration
     - 2 -




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Non-Employee Director Options
 Employment Agreement
 No Repricing
 OTHER STOCK AWARDS
 Definitions
 Restrictions on Awards
  provided, however,
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Vesting
 Dividends and Dividend Equivalents
 Voting
 Ownership of Shares
   - 4 -




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Employment Agreement
 Non-Employee Director Awards
 INCENTIVE AWARDS
 Eligibility
 Maximum Award
 Performance Goals
 Attainment of Performance Goals
 Exceptions to Performance Goal Requirement provided, however,
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Employment Agreement
 Non-Performance-Based Cash Incentive Compensation
 OPERATION AND ADMINISTRATION
 Effective Date
 Shares Subject to Plan
      - 6 -




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General Restrictions
   Tax Withholding
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Special Provisions related to Section 409A of the Code
  th
 Grant and Use of Awards
 Settlement of Awards
 Transferability
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Form and Time of Elections
 Agreement With Company
 Action by Company or Subsidiary
 Gender and Number
 Limitation of Implied Rights
   Evidence
 Heirs and Successors
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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:
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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.
  Committee Discretion
 Committee Action
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Termination or Substitution of Awards
 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
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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.(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
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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.(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
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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:
   (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
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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.(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
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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
    
    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.
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th
     Mandatory Adjustments
 Discretionary Adjustment
 General
  - 18 -




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- 20 -