**Exhibit 10.1**DIRECTOR INDEMNIFICATION AGREEMENT     THIS INDEMNIFICATION AGREEMENT, dated                      (the “Agreement”), is entered into betweenINDYMAC BANCORP, INC., a Delaware corporation (the “Company”), and                      (“Indemnitee”)on the basis of the following facts:A. The Company desires to attract and retain the services of highly qualified individuals, such asIndemnitee, to serve as directors of the Company and its subsidiaries and in other capacities withrespect to the Company, its subsidiaries and its other related entities.B. The statutes and judicial decisions regarding the duties of directors and persons servingcorporations in other capacities are often difficult to apply, ambiguous or conflicting, andtherefore fail to provide such persons with adequate knowledge of the legal risks to which they areexposed or clear guidance regarding the appropriate course of action in specific situations.C. Highly qualified and experienced persons are becoming more reluctant to serve as directors ofcorporations or to serve corporations in other capacities unless they are provided with adequateprotection through indemnification and insurance against the inordinate and increasing risks, andcosts of defense, of claims and litigation against them arising out of their service to andactivities on behalf of the corporation.D. The Company and Indemnitee are aware that the costs of directors and officers liabilityinsurance has increased substantially, that the scope of coverage provided by such insurance hasbeen made subject to exclusions of various types or otherwise reduced, and that these trends arelikely to continue.E. The Certificate of Incorporation and Bylaws of the Company provide that the Company shallindemnify persons serving as directors of or in other capacities with the Company or, at therequest of the Company, as directors of or in other capacities with another corporation or entityto the maximum extent permitted by law and further provide that the provisions regardingindemnification contained in the Certificate of Incorporation and Bylaws are not exclusive.F. The Company and Indemnitee desire to provide greater assurance and specificity regarding therights of Indemnitee to receive indemnification from the Company, and advancement of litigationexpenses, to the maximum extent permitted by Delaware law and to have the benefit of coverage bydirectors and officers liability insurance.NOW, THEREFORE, for good and valuable consideration, including Indemnitee’s service as a directorof the Company or its subsidiary, IndyMac Bank, F.S.B., the Company and Indemnitee hereby agree asfollows:     SECTION 1. INDEMNIFICATION.(a) General Indemnification Rights. The Company hereby agrees to indemnify Indemnitee tothe fullest extent permitted by law, whether or not such indemnification is specificallyauthorized by the provisions of this Agreement, by the Company’s Certificate of Incorporationor Bylaws, or by statute. In the event of any change, after the date of this Agreement, inany applicable law, statute or rule which has the effect of expanding the right
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or obligation of a Delaware corporation to indemnify a member of its board of directors, suchchange shall be automatically deemed to be incorporated into this Agreement and thereby toexpand Indemnitee’s rights and the Company’s obligations under this Agreement. In the event ofany change in any applicable law, statute or rule which limits the right of a Delawarecorporation to indemnify a member of its board of directors, it is the intention and agreementof the Company and Indemnitee that such change shall not have any effect on this Agreement orthe parties’ rights and obligations hereunder.(b) Third Party Proceedings. Without limiting the generality of Section 1(a) of thisAgreement, the Company shall indemnify Indemnitee if Indemnitee is or was a party or isthreatened to be made a party to any threatened, pending or completed action, suit orproceeding, including any alternative dispute resolution mechanism, whether civil, criminal,administrative or investigative (other than an action by or in the right of the Company) byreason of the fact that Indemnitee is or was a director, officer, employee or agent of theCompany or any subsidiary of the Company, or by reason of the fact that Indemnitee is or wasserving at the request of the Company as a director, officer, employee, consultant or agent ofanother corporation, partnership, joint venture, trust or other enterprise, against expenses,including reasonable attorneys’ fees, judgments, fines, excise taxes and amounts paid insettlement (if such settlement is approved in advance by the Company, which approval shall notbe unreasonably withheld or delayed) incurred by Indemnitee in connection with such action,suit or proceeding (including, but not limited to, the investigation, defense or appealthereof and obtaining indemnification from the Company with respect thereto) if Indemniteeacted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed tothe best interests of the Company and, with respect to any criminal action or proceeding, hadno reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of anyaction, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of *nolocontendere*or its equivalent, shall not, of itself, create a presumption that Indemnitee didnot act in good faith and in a manner which Indemnitee reasonably believed to be in or notopposed to the best interests of the Company, or, with respect to any criminal action orproceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.(c) Proceedings By or in the Right of the Company. Without limiting the generality ofSection 1(a) of this Agreement, the Company shall indemnify Indemnitee if Indemnitee was or isa party or is threatened to be made a party to any threatened, pending or completed action,suit or proceeding by or in the right of the Company or any subsidiary of the Company toprocure a judgment in its favor by reason of the fact that Indemnitee is or was a director,officer, employee, consultant or agent of the Company or any subsidiary of the Company, or byreason of the fact that Indemnitee is or was serving at the request of the Company as adirector, officer, employee or agent of another corporation, partnership, joint venture, trustor other enterprise, against expenses, including reasonable attorneys’ fees, judgments and, tothe fullest extent permitted by law, amounts paid in settlement, incurred by Indemnitee inconnection with the defense or settlement of such action or suit (including, but not limitedto, the investigation, defense or appeal thereof and obtaining indemnification from theCompany with respect thereto) if Indemnitee acted in good faith and in a manner Indemniteereasonably believed to be in or not opposed to the best interests of the Company, except thatno indemnification shall be made in respect of any claim, issue or matter as to whichIndemnitee shall have been adjudged to be liable to the Company, unless and only to the
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extent that the Court of Chancery of the State of Delaware or the court in which such action orsuit was brought shall determine upon application that, despite the adjudication of liabilitybut in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitledto indemnity for such expenses which the Court of Chancery of the State of Delaware or suchother court shall deem proper.(d) Mandatory Payment of Expenses. To the extent that Indemnitee has been required toserve as a witness by the Company or any other party or has been successful, on the merits orotherwise, including dismissal of an action or portion thereof without prejudice, in thedefense of any action, suit or proceeding referred to in this Section 1, or in defense of anyclaim, issue or matter therein, Indemnitee shall be indemnified against the expenses,including reasonable attorneys’ fees, incurred by Indemnitee in connection therewith.(e) Partial Indemnification. If Indemnitee is successful in the defense or settlement ofonly a portion of an action, suit or proceeding, Indemnitee shall be entitled toindemnification by the Company for the maximum portion of the expenses, judgments, fines orpenalties paid or incurred by Indemnitee in the investigation, defense, appeal or settlementof such action, suit or proceeding that may be reasonably attributed or allocable to suchsuccessfully defended portion of such action, suit or proceeding.     SECTION 2. ADVANCEMENT OF EXPENSES.The Company shall advance to Indemnitee all expenses, including reasonable attorneys’ fees,incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of anycivil or criminal action, suit or proceeding referred to in Section 1 of this Agreement or inconnection with any action, suit or proceeding initiated by Indemnitee that is within the scope ofSection 6(a) of this Agreement. To the extent required by the Delaware General Corporation Law asa condition to the advancement of such expenses, Indemnitee hereby undertakes to repay such amountsadvanced if, and to the extent that, it shall ultimately be determined in accordance withapplicable law and this Agreement that Indemnitee is not entitled to be indemnified by the Companyas authorized hereby. The advances to be made hereunder shall be paid by the Company to Indemniteewithin twenty (20) days following delivery of each written request by Indemnitee to the Companytherefor, which requests shall not (except in extraordinary circumstances) be made more frequentlythan monthly and shall be accompanied by any applicable invoices or other reasonable documentationof the expenses for which payment is requested by Indemnitee; provided, that Indemniteeshall not in any event be required to provide any information which is privileged or otherwiseprotected from disclosure in connection therewith.     SECTION 3. PROCEDURES FOR INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.(a) Notification by Indemnitee. Indemnitee shall give the Company notice in writing assoon as reasonably practicable of any claim made against Indemnitee for which indemnificationmay be sought under this Agreement; provided, that failure to give, or delay ingiving, such notice shall not affect Indemnitee’s rights under this Agreement unless suchfailure or delay would materially prejudice the Company.
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(b) Determination by the Company. Upon any written request by Indemnitee forindemnification, the Company shall make a determination with respect to whether or notIndemnitee has in the specific case met the standards of conduct which make it permissibleunder applicable law for the Company to indemnify Indemnitee. Such determination shall bemade within sixty (60) days after the Company’s receipt of Indemnitee’s request for suchdetermination by any of the following procedures, which shall, except as provided in Section3(f), be selected by the Company: (i) by a majority vote of the Disinterested Directors (ashereinafter defined), even though less than a quorum of the Company’s Board of Directors, or(ii) by Independent Counsel (as hereinafter defined), selected by the Company, in a writtenopinion to the Company’s Board of Directors, a copy of which shall be delivered to Indemnitee,or (iii) by the stockholders of the Company. Indemnitee shall cooperate with the person,persons or entity making such determination with respect to Indemnitee’s entitlement toindemnification, including providing to such person, persons or entity upon reasonable requestany documentation or information which is not privileged or otherwise protected fromdisclosure and which is reasonably available to Indemnitee and reasonably necessary to makesuch determination. Any costs or expenses, including reasonable attorneys’ fees, incurred byIndemnitee in so cooperating with the person, persons or entity making such determinationshall be borne by the Company (whether or not it is ultimately determined that Indemnitee isentitled to indemnification) and the Company hereby indemnifies and agrees to hold Indemniteeharmless therefrom.(c) Right of Indemnitee to Bring Action for Indemnification or Advancement of Expenses.Any indemnification provided for in Section 1 of this Agreement shall be made no later thansixty (60) days after the Company’s receipt of Indemnitee’s written request therefor. If aclaim for indemnification, whether under this Agreement, any statute, any provision of theCompany’s Certificate of Incorporation or Bylaws or otherwise, is not paid in full by theCompany within sixty (60) days after a written request for payment thereof has been receivedby the Company, or if any requested advancement of expenses is not paid in full within twenty(20) days after appropriate request therefor as provided in Section 2 of this Agreement hasbeen received by the Company, Indemnitee may, at any time thereafter, bring an action againstthe Company to recover the unpaid amount of the claim or request. In any such action, itshall be presumed that Indemnitee is entitled to the indemnification and advancement ofexpenses sought by Indemnitee and the Company shall have the burden of proving that Indemniteeis not so entitled pursuant to this Agreement and applicable law. In addition, if the Companycontests Indemnitee’s right to be indemnified for the amount claimed, (i) the question ofIndemnitee’s right to be indemnified for the amount claimed shall be for the court to decide*de novo*, (ii) it shall not be a defense that the Company or any other authorized person hasmade a determination under Section 3(b) or Section 3(f) of this Agreement or otherwise thatIndemnitee is not entitled to be indemnified for the amount claimed or has not yet made adetermination on that question, and (iii) the Company agrees that it will not contest thevalidity or enforceability of this Agreement.(d) Notice to Insurers. If, at the time the Company is notified of any claim pursuant toSection 3(a), the Company has directors and officers liability insurance in effect, theCompany shall give prompt notice of such claim to the insurers with respect to all policies ofsuch insurance that are then in effect in accordance with the procedures set forth in therespective policies. The Company shall thereafter take all necessary or desirable action tocause such insurers to
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  pay, on behalf of Indemnitee, all amounts payable in connection with such claim in accordancewith the terms of such policies.(e) Selection of Counsel. In the event the Company shall be obligated to pay theexpenses of any proceeding against Indemnitee, the Company shall be entitled to assume thedefense of such proceeding with counsel selected by the Company, if it and such counsel mayappropriately do so under applicable legal and ethical requirements and subject to theapproval of such counsel by Indemnitee (which approval shall not be unreasonably withheld ordelayed), upon the delivery to Indemnitee of written notice of its election to do so. Afterdelivery of such notice, approval of such counsel by Indemnitee and the retention of suchcounsel by the Company, the Company shall not be liable to Indemnitee for any fees of counselsubsequently incurred by Indemnitee with respect to the same proceeding; provided,that (i) Indemnitee shall have the right to employ counsel of Indemnitee’s choice in any suchproceeding at Indemnitee’s expense, and (ii) if (A) the employment of separate counsel byIndemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonablyconcluded that there may be a conflict of interest between the Company and Indemnitee in theconduct of any such defense, or (C) the Company shall not in fact have employed counsel toassume the defense of such proceeding within thirty (30) days of its notice of intention toassume the defense of the proceeding, or such shorter period as shall be necessary to avoidadversely affecting the defense of Indemnitee, then, in any of the foregoing cases, the feesand expenses of Indemnitee’s counsel shall be paid by the Company.(f) Change in Control. Following a Change in Control (as hereinafter defined), allmatters arising concerning the rights of Indemnitee to indemnification under this Agreement orany other agreement or under the Company’s Certificate of Incorporation or Bylaws as now orhereafter in effect, or under any other applicable law shall, if desired by Indemnitee, bedetermined by Independent Counsel selected by Indemnitee and approved by the Company (whichapproval shall not be unreasonably withheld or delayed). Such Independent Counsel shall,among other things, render its written opinion to the Company and Indemnitee as to whether andto what extent Indemnitee is entitled to indemnification hereunder and under applicable law,which opinion shall be binding on the Company but shall not affect the right of Indemnitee tobring an action for indemnification pursuant to Section 3(c) hereof. The Company shall paythe fees of such Independent Counsel and shall indemnify the same against any and allexpenses, claims, liabilities and damages arising out of or relating to this Agreement or itsengagement pursuant hereto. Notwithstanding any other provision of this Agreement, theCompany shall not be required to retain or pay the expenses of more than one IndependentCounsel in connection with all matters concerning a single indemnitee, and such IndependentCounsel shall be the Independent Counsel for any or all other indemnitees, unless (i) theCompany otherwise determines, or (ii) any indemnitee shall provide a written statement settingforth in detail a reasonable objection to such Independent Counsel representing otherindemnitees.     SECTION 4. NON-EXCLUSIVITY.The rights to indemnification and advancement of expenses provided by this Agreement shall not bedeemed exclusive of any other rights to which Indemnitee may be entitled under the Company’sCertificate of Incorporation or Bylaws, any vote of stockholders or Disinterested
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Directors, the General Corporation Law of the State of Delaware or otherwise, both as to actions inIndemnitee’s official capacities with the Company and as to actions in any other capacity whileserving the Company in any official capacity. If the Indemnitee is not an officer or employee ofthe Company, this Agreement shall supersede any previous agreement between Indemnitee and theCompany regarding indemnification. If the Indemnitee is an officer or employee of the Company,this Agreement shall be in addition and shall not supersede any other agreement between Indemniteeand the Company regarding indemnification.     SECTION 5. INSURANCE.The Company shall, at all times during the effectiveness of this Agreement, use all commerciallyreasonable efforts to maintain in effect one or more policies of directors and officers liabilityinsurance providing coverage at least as favorable in amount and other terms as that maintained bythe Company as of the date of this Agreement. Notwithstanding the foregoing, the Company shall notbe obligated to obtain or maintain such insurance if the Company determines in good faith that suchinsurance is not reasonably available, or if the premium costs for such insurance are sodisproportionate to the amount of coverage provided as to make it commercially unreasonable toobtain or maintain such insurance. In any such case, the Company shall give at least 30 days priornotice to Indemnitee of such discontinuance or reduction. In all policies of directors andofficers liability insurance maintained by the Company, Indemnitee shall be named as an insured insuch a manner as to provide Indemnitee the same rights and benefits as are accorded to the mostfavorably insured of the Company’s directors.     SECTION 6. EXCEPTIONS.Any other provision herein to the contrary notwithstanding, the Company shall not be obligatedpursuant to the terms of this Agreement:(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee withrespect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by wayof defense, except with respect to proceedings brought to establish or enforce a right toindemnification under this Agreement or any other statute or law or otherwise as requiredunder Section 145 of the Delaware General Corporation Law, but such indemnification oradvancement of expenses may be provided by the Company in specific cases if the Board ofDirectors has approved the initiation or bringing of such suit.(b) Claims Actually Paid by Insurance. To indemnify Indemnitee for expenses orliabilities of any type whatsoever (including, but not limited to, judgments, fines, excisetaxes or penalties, and amounts paid in settlement) which have been paid directly toIndemnitee by an insurance carrier under a policy of directors and officers liabilityinsurance maintained by the Company.(c) Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment ofprofits arising from the purchase and sale by Indemnitee of securities in violation of Section16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any similar successorstatute.
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     SECTION 7. CONTRIBUTION.To the fullest extent permissible under applicable law, if the indemnification provided for in thisAgreement is unavailable to Indemnitee for any reason whatsoever, and the Company may lawfully doso, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount paid orincurred by Indemnitee, for judgments, fines, penalties, excise taxes, amounts paid or to be paidin settlement, expenses and all other amounts for which indemnification is provided in thisAgreement, in connection with any claim relating to an indemnifiable event under this Agreement, insuch proportion as is deemed fair and reasonable in light of all of the circumstances of therelated proceeding in order to reflect (a) the relative benefits received by the Company andIndemnitee as a result of the events or transactions asserted as the basis for the relatedproceeding and (b) the relative fault of the Company (including its directors, officers, employeesand agents, other than Indemnitee) and Indemnitee in connection with such events or transactions.     SECTION 8. DURATION OF AGREEMENT.This Agreement shall be effective during the entire period that Indemnitee is a director of theCompany or occupies any other position with the Company, its subsidiaries or, at the request of theCompany, any other entities and shall continue in effect at all times thereafter.     SECTION 9. SUCCESSORS AND ASSIGNS.This Agreement shall be binding upon and inure to the benefit of the Company’s successors andassigns and shall insure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legalrepresentatives and assigns. The Company shall require and cause any successor (whether direct orindirect, and whether by purchase of assets or stock, merger, consolidation or otherwise) to all,substantially all, or a substantial part, of the business or assets of the Company, by writtenagreement, expressly to assume and agree to perform this Agreement in the same manner and to thesame extent that the Company would be required to perform if no such succession had taken place.     SECTION 10. SEVERABILITY.If any provision or provisions of this Agreement shall be held to be invalid, illegal orunenforceable for any reason whatsoever, the validity, legality and enforceability of the remainingprovisions of this Agreement (including, without limitation, all portions of any paragraphs of thisAgreement containing any such provision held to be invalid, illegal or unenforceable, that are notthemselves invalid, illegal or unenforceable) shall not in any way be affected or impaired therebyand, to the fullest extent possible, the provisions of this Agreement (including, withoutlimitation, all portions of any paragraph of this Agreement containing any such provision held tobe invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable)shall be construed so as to give effect to the intent manifested by the provision held invalid,illegal or unenforceable and the remainder of this Agreement taken as a whole.     SECTION 11. COUNTERPARTS.This Agreement may be executed in one or more counterparts, each of which shall for all purposes bedeemed to be an original, but all of which together shall constitute one and the same
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instrument. Only one such counterpart signed by the party against whom enforcement is sought needbe produced to evidence the existence and content of this Agreement.     SECTION 12. HEADINGS.The headings of the paragraphs of this Agreement are for convenience only and shall not be deemedto constitute part of this Agreement or to affect the construction thereof.     SECTION 13. DEFINITIONS; CONSTRUCTION OF TERMS:For purposes of this Agreement:(a) “Change in Control” means a change in control of the Company occurring after the date hereofof a nature that would be required to be reported in response to Item 6(e) of Schedule 14A ofRegulation 14A (or in response to any similar item on any similar schedule or form)promulgated under the Exchange Act) whether or not the Company is then subject to suchreporting requirement; provided, however, that, without limitation, such aChange in Control shall be deemed to have occurred if after the date hereof (i) any “person”(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) acquires “beneficialownership” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ofsecurities of the Company representing twenty-five percent (25%) or more of the combinedvoting power of the Company’s then outstanding securities without the prior approval of atleast two-thirds of the members of the Board of Directors in office immediately prior to suchperson attaining such percentage interest, or (ii) there occurs a proxy contest, or theCompany is a party to a merger, consolidation, sale of assets, plan of liquidation or otherreorganization not approved by at least two-thirds of the members of the Board of Directors ofthe Company then in office, and, as a consequence of any of the foregoing, members of theBoard of Directors in office immediately prior to such transaction or event constitute lessthan a majority of the Board of Directors of the Company or its successor entity thereafter.(b) References to the “Company” shall include, in addition to the Company as currentlyconstituted, the resulting corporation or other entity, any constituent corporation or otherentity (including any constituent of a constituent) absorbed in a consolidation or mergerwhich, if its separate existence had continued, would have had power and authority toindemnify its directors, officers, and employees or agents, so that if Indemnitee is or was adirector, officer, employee or agent of such constituent corporation or other entity, or is orwas serving at the request of such constituent corporation or other entity as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or otherentity, Indemnitee shall stand in the same position under the provisions of this Agreementwith respect to the resulting or surviving corporation or other entity as Indemnitee wouldhave with respect to such constituent corporation or other entity if its separate existencehad continued.(c) “Disinterested Director” means a director of the Company who is not or was not a party to theaction, suit, investigation or proceeding in respect of which indemnification is being soughtby Indemnitee.(d) “Independent Counsel” means a law firm or a member of a law firm that, in either case,neither is presently nor in the past five years has been retained to represent (i) the Company
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or Indemnitee in any matter material to either such party or (ii) any other party to theaction, suit, investigation or proceeding giving rise to a claim for indemnification hereunder.Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who,under the applicable standards of professional conduct then prevailing, would have a conflictof interest in representing either the Company or Indemnitee in an action to determineIndemnitee’s right to indemnification under this Agreement.(e) References to “other enterprises” shall include employee benefit and compensation plans;references to “fines” shall include any excise taxes assessed against Indemnitee with respectto an employee benefit or compensation plan; and references to “serving at the request of theCompany” shall include any service as a director, officer, employee or agent of the Companywhich imposes duties on, or involves services by, such director, officer, employee or agentwith respect to an employee benefit or compensation plan, its participants or beneficiaries;and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be inthe interest of the participants and beneficiaries of an employee benefit plan, Indemniteeshall be deemed to have acted in a manner “not opposed to the best interests of the Company”as referred to in this Agreement.     SECTION 14. MODIFICATION AND WAIVER.No amendment of this Agreement shall be binding unless executed in writing by each of the partieshereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute awaiver of any other provisions hereof (whether or not similar), nor shall any such waiverconstitute a continuing waiver.     SECTION 15. NOTICES.All notices, requests, demands and other communications hereunder shall be in writing and shall bedeemed to have been duly given (a) if delivered by hand and receipted for by the party to whom saidnotice or other communication shall have been directed, or (b) if mailed by certified or registeredmail with postage prepaid on the third business day after the date on which it is so mailed, to thefollowing addresses:(a) if to Indemnitee, to the address indicated for Indemniteeon the signature page hereof.(b) if to the Company, to:IndyMac Bancorp, Inc.