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                                                              Exhibit 10.2
                                                              ------------
                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made, dated and
effective as of September 1, 1998 by and between IndyMac Mortgage Holdings, Inc.
("Employer") and Carmella Grahn ("Officer").  Capitalized terms not otherwise
defined herein shall have the respective meanings given such terms in the
Employment Agreement (as defined below).

                                   WITNESSETH

     WHEREAS, Employer and Officer have entered into that certain Employment
Agreement dated as of  January 1, 1998 (the "Employment Agreement"), pursuant to
which Officer has agreed to serve, among other positions, as Executive Vice
President and Chief Financial Officer, of Employer;

     WHEREAS, Employer has proposed and Officer has agreed to amend the
Employment Agreement to provide for the grant of restricted stock, in addition
to stock options, and to clarify certain provisions of the Employment Agreement;
and

     WHEREAS, Employer and Officer wish to amend the Employment Agreement on the
terms and subject to the conditions set forth herein below.

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

     1.  Section 4(c) of the Employment Agreement is hereby amended to read in
its entirety as follows:

     "Stock Options and Restricted Stock.  Beginning with the 1998 Fiscal Year
     and in respect of each of the following Fiscal Years during the term of
     this Agreement, Employer may grant to Officer stock options and/or
     restricted stock for such number of shares of Employer's common stock as
     the Compensation Committee in its sole discretion determines, taking into
     account Officer's and Employer's performance and the competitive practices
     then prevailing regarding the granting of stock options and restricted
     stock.  Subject to the foregoing, it is anticipated that the number of
     shares in respect of each annual stock option and/or restricted stock grant
     shall be in accordance with the number of shares granted to officers of
     Employer at a level similar to Officer's level.  The stock options and/or
     restricted stock described in this Section 4(c) in respect of a Fiscal Year
     shall be granted at the same time as Employer grants stock options and/or
     restricted stock to its other Officers in such Fiscal Year.

                                       
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     All stock options granted in accordance with this Section 4(c): (i) shall
     be granted pursuant to Employer's current stock option plan, or such other
     stock option plan or plans as may be or come into effect during the term of
     this Agreement, (ii) shall have a per share exercise price equal to the
     fair market value (as defined in the current Plan or such other plan or
     plans) of the common stock at the time of grant, (iii) shall become
     exercisable in three equal installments on each of the first three
     anniversaries of the date of grant, (iv) shall become immediately and fully
     exercisable in the event of a Change in Control (as defined in Appendix B)
     or in the event that Officer's employment is terminated due to death or
     Disability or by Employer other than for Cause (as defined in Section
     5(c)), and (v) shall be subject to such other reasonable and consistent
     terms and conditions as may be determined by the Compensation Committee and
     set forth in the agreement or other document evidencing the award.  All
     restricted stock granted in accordance with this Section 4(c): (i) shall be
     granted pursuant to Employer's current stock option plan, or such other
     stock option plan or plans as may be in effect or come into effect during
     the term of this Agreement, (ii) shall be priced and vest in accordance
     with the terms set by the Compensation Committee, (iii) shall become
     immediately and fully vested in the event of a Change in Control (as
     defined in Appendix B) or in the event that Officer's employment is
     terminated due to death or Disability or by Employer other than for Cause
     (as defined in Section 5(c)), provided, however, that with respect to a
     termination by Employer other than for Cause, restricted stock granted in
     accordance with this Section 4(c) shall become immediately and fully vested
     only to the extent that such restricted stock would, under the terms of
     such restricted stock, vest within twelve (12) months of such termination,
     and (iv) shall be subject to such other reasonable and consistent terms and
     conditions as may be determined by the Compensation Committee and set forth
     in the agreement or other document evidencing the award."
       
     2. The last sentence of Section 5(b) is hereby amended to read in its 
entirety as follows:

     "This Agreement in all other respects will terminate upon the death of 
     Officer; provided, however, that (i) the termination of the Agreement shall
     not affect Officer's entitlement to all other benefits in which he/she has
     become vested or which are otherwise payable in respect of periods ending
     prior to its termination, and (ii) to the extent not otherwise vested, all
     outstanding stock options and restricted stock granted to Officer pursuant
     to Section 4(c) will vest upon his/her death."

     3. Section 5(d)(i) of the Employment Agreement is hereby amended to read
in its entirety as follows:

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     "Except as provided in Section 5(d)(ii) below, if during the term of this
     Agreement, Officer's employment shall be terminated by Employer other than
     for Cause, or by Officer because Employer has committed a "Material Breach"
     of this Agreement, then Employer shall:

       (1) pay Officer in a single payment as soon as practicable after the
           Termination Date, but in no event later than thirty (30) days
           thereafter, (A) an amount in cash equal to six months of Officer's
           base salary at the Annual Rate at the Termination Date and (B) an
           amount equal to one-half the incentive compensation paid or payable
           to Officer pursuant to Section 4(b) in respect of the Fiscal Year
           immediately preceding the Fiscal Year in which Officer's Termination
           Date occurs; provided, however, that in the event the first
           anniversary of the Termination Date occurs on a date prior to the end
           of a Fiscal Year, Employer shall also pay Officer an amount equal to
           the product of (x) the incentive compensation paid or payable to
           Officer pursuant to Section 4(b) in respect of the Fiscal Year
           immediately preceding the Fiscal Year in which Officer's Termination
           Date occurs and (y) a fraction, the numerator of which is (I) the
           number of days elapsed since the end of the immediately preceding
           Fiscal Year through Officer's Termination Date and (II) the
           denominator of which is 365, and


       (2) until the first anniversary of such Termination Date, provide the
           benefits specified in the last sentence of Section 4(d) hereof.

     Employer shall also pay in a single payment as soon as practicable after
     the Termination Date, but in no event later than thirty (30) days
     thereafter, any unpaid incentive compensation payable to Officer pursuant
     to Section 4(b) in respect of the Fiscal Year immediately preceding the
     Fiscal Year in which Officer's Termination Date occurs, as calculated
     pursuant to the terms and conditions of this Agreement, including, but not
     limited to, the terms of Appendix A.  For the purpose of this provision,
     the term "Material Breach" shall mean a material breach of this Agreement
     by Employer which is committed in bad faith and which is not remedied
     within a reasonable period of time after receipt of written notice from
     Officer specifying such breach.

     4.   Section 8(k)(i)(A) of the Employment Agreement is hereby amended to
read in its entirety as follows:

     "engage in any business, whether as an employee, consultant, partner,
     principal, agent, representative or stockholder (other than as a
     stockholder of less than a one percent (1%) equity interest) or in any
     other corporate or representative capacity with any other business whether
     in corporate, proprietorship, or partnership form or otherwise, where such
     business is engaged in any activity which competes with the business of
     Employer (or its subsidiaries or affiliates, including Countrywide
                                                 
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     Credit Industries, Inc. and its subsidiaries) as conducted on the date
     Officer's employment terminated or which will compete with any proposed
     business activity of Employer (or its subsidiaries or affiliates, including
     Countrywide Credit Industries, Inc. and its subsidiaries) in the planning
     stage on such date;"

     5.  No Other Amendment.  Except as expressly amended herein, the Employment
         ------------------                                                     
Agreement shall remain in full force and effect as currently written.

     6.  Counterparts.  This Amendment may be executed in any number of
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counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.

                         INDYMAC MORTGAGE HOLDINGS, INC.


                         By: \s\ Christina Ching
                             -------------------
                         Name:  Christina Ching
                         Title:  Senior Vice President


                         By: \s\ Carmella L. Grahn
                             ---------------------
                         Name: Carmella L. Grahn
                         Title:  Executive Vice President
                                 and Chief Financial Officer

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