**EXHIBIT 10.2****IndyMac Bancorp, Inc.****Amended Director Emeritus Plan**     THIS AMENDED DIRECTOR EMERITUS PLAN (“Plan”) has been adopted by the board of directors (the“Board”) of IndyMac Bancorp, Inc. (the “Company”) effective as of April 27, 2004 and supersedes inits entirety the Director Emeritus Plan adopted by the Board effective as of April 30, 2003.**Recitals**     A. The Company desires to provide certain retirement benefits to members of the Board and of theboard of directors of the Company’s principal subsidiary, IndyMac Bank, F.S.B. (the “Bank”) who arenot, and who have not been, employees of the Company or any of its subsidiaries and who areselected by the Board to participate in this Plan.     B. The Company previously maintained a Director’s Retirement Plan, adopted by the Board effectiveas of July 1, 1995 (the “Prior Plan”), and certain retired directors of the Company (the “PriorPlan Participants”) are currently receiving benefits under the Prior Plan. The Prior Plan waspreviously terminated by the Board, except with respect to the Prior Plan Participants, who shallcontinue to be entitled to receive the benefits to which they are entitled under the Prior Plan andany agreement with the Company related thereto.**Plan Provisions**     Section 1.Plan Participants.     1.1 Eligibility. The persons eligible to participate in and receive payments under thisPlan (referred to in this Plan as “Participants”) shall be those members of the Board or ofthe board of directors of the Bank who are selected by the Board in its sole discretion andwho as of their retirement from service as a director of the Company or the Bank are not, andhave not previously been, an employee of the Company or any of its subsidiaries. Persons whoare selected by the Board for this purpose must, as a further condition to becoming aParticipant in this Plan, execute and deliver to the Company a Participant Agreement in theform attached as Attachment 1 to this Plan.     Section 2.Benefits.     2.1 Amounts Payable. A Participant shall be entitled to receive an annual benefitpayment in the amount determined as provided below for the number of calendar years followingthe Participant’s retirement from service as a director that equals the Participant’s years ofservice as a director or until the Participant’s earlier death. If the Participant has notreceived five such annual payments as of the date of his or her death, the remaining paymentsup to five such payments (including payments received by the
 

 
Participant prior to his or herdeath) shall be made to the beneficiary designated for thatpurpose by the Participant in the applicable Participant Agreement or, if no such designation bythe Participant is then in effect, then to the person or persons determined in accordance withthe will of the Participant or, if applicable, the laws of intestate succession. As used inthis Plan, the term “year of service” means service as a director of the Company or the Bank fora period of 12 consecutive calendar months. Absent a Change in Control (see Section 2.3), theamount of the annual payment which a Participant shall be entitled to receive shall be equal tothe following percentage of the average of the annual cash compensation, including annualretainer, meeting, committee and committee chairman fees (“Annual Cash Compensation”), paid tothe Participant for his or her service as a director of the Company or of the Bank during thelast 36 months preceding the Participant’s retirement from such service:   **Years of Service** **Percentage**Less than 7 years 0%   7 years 45%   > 7 years and < 10 Years 45% plus a pro rata amount of .69%for each month above 7years   10 years 70%   > 10 years and < 15 years 70% plus a pro rata amount of .45%for each month above 10years   15 years or more or the attainment of 75years of age and 10 years of service 95%     As an example of the above calculation, a person who had eight years of service as a directorof the Company or of the Bank and whose average Annual Cash Compensation for such service was$100,000, would, if selected by the Board to become a Participant in this Plan upon his or herretirement from service as a director, be entitled to receive eight annual cash payments in theamount of $53,280 each ($100,000 x 53.28%). If that Participant dies before having received fiveof such annual payments, the remaining payments up to a total of five (including the paymentsactually received by the Participant) will be made to the beneficiary designated by the Participantor, if no beneficiary designation is then in effect, such payments will be made to the person orpersons specified in the Participant’s will or by the applicable laws relating to intestatesuccession. If the Participant dies after having received five or more of such annual payments,then no further amounts will be payable with respect to the Participant under this Plan.     2.2 Method and Time of Payment. The annual benefits payable to Participants under thisPlan shall be paid in a single annual cash payment to each Participant on such date each yearas shall be selected by the Committee referred to in Section 3.1 of this Plan and communicatedto the Participant in connection with his or her retirement as a director. The
 

 
first suchpayment shall be made as soon as reasonably practicable following the Participant’s retirementfrom service as a director of the Company or the Bank. The annualpayment date selected by the Committee may bechanged prospectively by written notice to theParticipant.     2.3Change in Control.     (a) In the event of a Change in Control of the Company, each person who is then a director of theCompany or of the Bank shall become entitled, with no requirement to sign the ParticipantAgreement, to receive payment of an amount equal to (A) the number of years the director hasserved as a director of the Company or of the Bank, multiplied by (B) the percentage of theaverage of the Annual Cash Compensation that would be applicable with respect to the directorpursuant to Section 2.1 above if the director retired from service as a director of theCompany or the Bank and became a Participant under this Plan as of the date that such Changein Control occurs, multiplied by the average Annual Cash Compensation paid to the Participantfor his or her service as a director of the Company or of the Bank during the last 36 monthspreceding the Change in Control. If such director has less than seven years of such service,then such director shall be entitled to receive payment of an amount equal to (A) the numberof months the director has served as a director of the Company or of the Bank, divided by 12,then multiplied by 45% of the average of the Annual Cash Compensation paid to such directorduring the 36 months preceding that date (or during his or her period of service as a directorif less than 36 months). As an example of the above calculation, a person with two years,four months of service, upon a Change in Control, and average Annual Cash Compensation of$100,000, would be entitled to receive a lump sum payment of $105,000 (45% of $100,000,multiplied by 28/12). In addition, each Participant who is then entitled to receive paymentsunder this Plan shall become entitled upon a Change in Control to payment of an amount equalto the aggregate of the remaining payments which the Participant is then entitled to receiveunder this Plan. The payments provided for in this paragraph upon a Change in Control shallbe in lieu of any other payments under this Plan.     (b) The amounts payable pursuant to paragraph (a) above shall be paid in a lump sum to each personentitled thereto at such time as shall be determined by the persons who comprise the Board prior tothe Change in Control.     (c) As used in this Plan, the term “Change in Control” shall have the meaning given to such term inthe Company’s 2002 Incentive Plan, or any successor plan selected by the Board for this purpose, asthe same may be amended from time to time.     2.4 Tax Withholding. The Company shall have the right to withhold from the amountsotherwise payable under this Plan all such amounts as the Company shall in good faithdetermine are required to be withheld pursuant to applicable federal, state and other taxlaws. If Participant is not subject to withholding, Participant shall be solely responsiblefor the payment of applicable federal, state and other taxes.
 

 
     Section 3.Administration; Amendment and Termination.     3.1 Administration. This Plan shall be administered by the Nominating and GovernanceCommittee of the Board or such other committee as may be designed by the Board (the“Committee”). The Committee shall have full authority to interpret the provisions of thisPlan and the determinations of the Committee with respect thereto shall be final and binding.No director, officer, employee or advisor to or agent of the Company shall be liable to anyperson for any action taken or omitted to be taken, or for any recommendation or advice given,in connection with the administration and interpretation of this Plan in good faith. Nomember of the Board or the Committee shall vote upon, or take any role in resolving, anyquestion relating solely to his or her personal benefit under this Plan.     3.2 Amendment and Termination. The Company, acting through the Board, may amend thisPlan in any respect and may terminate this Plan at any time; provided,however, that no such amendment or termination shall operate to reduce or eliminatethe payments that any Participant who is then eligible to receive payments under this Planwould otherwise receive hereunder.     Section 4.Miscellaneous.     4.1 Governing Law. This Plan shall be governed by and construed in accordance with thelaws of the State of California without reference to the conflict of laws provisions orprinciples thereof.     4.2 Coordination with Other Benefits. The benefits provided to a Participant under thisPlan are intended to be in addition to any other benefits available to the Participant underany other plan, program or agreement that the Company or any of its subsidiaries may provideto such Participant.     4.3 Captions. The captions used in this Plan are for convenience of reference only andshall not control or affect the meaning or interpretation of any of the provisions of thisPlan.     4.4 Benefits Not Assignable. None of the rights of a Participant under this Plan may besold, transferred, assigned, anticipated, pledged, mortgaged or otherwise encumbered orconveyed in advance of actual receipt, except that the same may be transferred by will or thelaws of descent and distribution in the event of the death of a Participant or the death ofany such transferee from a Participant. In addition to, and not in limitation of, theforegoing, no part of the amounts payable under this Plan shall, prior to actual payment, besubject to seizure or sequestration for the payment of any debts, judgments, alimony orseparate maintenance owed by a Participant or any other person, nor shall the same betransferable by operation of law in the event of a Participant’s or any other person’sbankruptcy or insolvency.
 

 
     4.5 General Creditor Obligations; Not Subject to ERISA. The obligations of the Companyto make payments to any Participant under this Plan shall be unsecured andunfunded general creditor obligations of the Company. No Participant shall under anycircumstances be deemed to acquire any property interest in any specific assets of the Companyor any of its subsidiaries. This Plan is not intended to and shall not be administered orgoverned in any respect by the Employee Retirement Income Security Act of 1974, as amended.     4.6 No Right to Continue as Director. Nothing contained in this Plan shall be construedas conferring upon any person any right to continue as a director of the Company or the Bank.     4.7 Successors. This Plan shall be binding upon the Company and its successors andassigns, including, without limitation, the surviving entity in any merger or consolidation ofthis Company with any other entity and upon any purchaser of all or substantially all of theassets of the Company.     4.8 Severability. If any provision of this Plan shall be held by a court of competentjurisdiction to be invalid or unenforceable for any reason, the remaining provisions of thisPlan shall nonetheless remain valid and enforceable in accordance with their terms.* * *
 

 
Attachment 1Participant Agreement     THIS PARTICIPANT AGREEMENT (“Agreement”) is entered into between [name of Participant](“Participant”) and IndyMac Bancorp, Inc., a Delaware corporation (the “Company”).RECITALS     Participant has been selected by the board of directors of the Company to receive directorretirement payments under the Amended Director Emeritus Plan adopted effective as of April 27,2004, by the board of directors of the Company (the “Plan”). Entry into this Agreement is acondition of becoming a Participant under and receiving payments under the Plan.     THEREFORE, the parties hereto agree as follows:     1. Plan Benefits. The benefits payable to the Participant under the Plan shallconsist of ___annual payments of $                     each, subject to the provisions of the Plan and ofthis Agreement.     2. Noncompetition Agreement. As a condition to Participant’s right to receivepayments under the Plan, Participant agrees that Participant will not during the period thatParticipant is entitled to receive such payments (including for this purpose the full calendar yearin which Participant receives the last of such payments), directly or indirectly, perform servicesfor, serve as a director, consultant or other advisor of, engage in any business with, or have anyequity interest (other than ownership of less than 5% of the outstanding stock of a publicly tradedcorporation) in any business entity that is substantially engaged in mortgage banking activitiesrelating to single family residential loans, consumer banking business or any other business inwhich the Company is substantially engaged as of the date of the retirement of Participant from theboard of directors of the Company or of any of its subsidiaries in any geographic market in whichthe Company is then so engaged. If Participant engages in any business activity in competitionwith the Company as described in the preceding sentence, the Company shall be relieved of anyfurther obligation to make payments to Participant under the Plan.     3. Confidentiality Agreement. Except as required by order of a court oradministrative agency of competent jurisdiction, and except to the extent authorized by theCompany, Participant shall maintain in confidence all non-public information concerning theCompany, its subsidiaries and their respective businesses which Participant has acquired or hasbecome aware of in connection with his service as a director of the Company or of any of itssubsidiaries or in connection with any consultations that Participant may have with the Companyduring the period Participant is receiving any payments pursuant to the Plan. Participant furtheragrees not to use any such non-public information for any purpose other than the business of theCompany. If any court or administrative agency seeks to require Participant to disclose any ofsuch non-public information, Participant shall, at the Company’s sole expense, take such reasonablesteps as Participant may deem appropriate to avoid or defer such disclosure until the Company hashad an opportunity to respond to such court or administrative agency. Without
 

 
limiting the right of the Company to seek any other legal or equitable remedy to which theCompany may be entitled, in the event Participant breaches the confidentiality agreements set forthherein the Company shall be relieved of any further obligation to make payments to Participantunder the Plan.     4. Beneficiary Designation. The Participant hereby designates the person whose nameand address appears following the signature of the Participant below to receive any payments thatare payable under the Plan following the death of the Participant. The Participant may change suchdesignation by delivery of written notice that such change to the Company, which notice shall onlybe effective as provided in Section 5 below.     5. Notices. Any notice required or permitted to be given under the Plan or thisAgreement shall be in writing and shall be deemed to have been given on the date of delivery ifdelivered in person or by a commercial messenger service, or on the fifth day after mailing byUnited States mail, registered or certified, postage prepaid and properly addressed, as follows:   Participant:  Company:  IndyMac Bancorp, Inc.  888 East Walnut Street  Pasadena, California 91101  Attention: General Counsel     6. Amendments. No amendment of this Agreement shall be effective unless suchamendment is set forth in a written document that is signed by both parties hereto.     7. Waiver. No waiver of any provision of this Agreement or of the rights andobligations of the parties hereto pursuant to this Agreement or the Plan shall be effective unlesssuch waiver is set forth in a written document that is signed by the party giving such waiver. Anysuch waiver shall be effective only in the specific instance and for the specific purpose stated insuch writing.     8. Severability. If any term or provision of this Agreement shall be deemed to beinvalid or unenforceable for any reason, the remainder of this Agreement shall nonetheless remainvalid and enforceable in accordance with its terms.     9. Captions. The captions used in this Agreement are included for convenience ofreference only and shall not control or affect the meaning or interpretation of any of theprovisions of this Agreement.     10. Entire Agreement. This Agreement, together with the Plan, sets forth the completeand final agreement of the Company and Participant relating the subject matter hereof.
 

 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of                     , ___.     Participant IndyMac Bancorp, Inc.   by:       [Name of Participant]   [Name and title of signing officer]