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Exhibit 10.2
 INDYMAC BANK, F.S.B.
DEFERRED COMPENSATION PLAN
 (Amended and Restated Effective as of January 1, 2008)




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TABLE OF CONTENTS
 PAGEHISTORY AND PURPOSE
    
    
    1ARTICLE 1
    
    DEFINITIONS
    
    
    1ARTICLE 2
    
    SELECTION, ENROLLMENT, ELIGIBILITY
    
    
    82.1
    
    Selection by Committee
    
    
    82.2
    
    Eligibility, Enrollment Requirements
    
    
    82.3
    
    Commencement of Participation
    
    
    8ARTICLE 3
    
    DEFERRAL COMMITMENTS/CREDITING/TAXES
    
    
    83.1
    
    Minimum Deferral
    
    
    83.2
    
    Maximum Deferral
    
    
    93.3
    
    Election to Defer; Investment Election; Effect of Election Form
    
    
    103.4
    
    Withholding of Annual Deferral Amounts
    
    
    113.5
    
    Annual Company Matching Amount
    
    
    113.6
    
    Company Stock Account
    
    
    113.7
    
    Investment of Trust Assets
    
    
    123.8
    
    Vesting
    
    
    123.9
    
    Crediting of Account Balances
    
    
    133.10
    
    FICA and Other Taxes
    
    
    15ARTICLE 4
    
    SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION
    
    
    154.1
    
    Short-Term Payout
    
    
    154.2
    
    Other Benefits Take Precedence Over Short-Term
    
    
    164.3
    
    Withdrawal Payout/Suspensions for UnforeseeableFinancial Emergencies
    
    
    16ARTICLE 5
    
    RETIREMENT BENEFIT
    
    
    165.1
    
    Retirement Benefit
    
    
    165.2
    
    Payment of Retirement Benefit
    
    
    165.3
    
    Death Prior to Completion of Retirement Benefit
    
    
    175.4
    
    Limitation on Specified Employees
    
    
    17ARTICLE 6
    
    PRE-RETIREMENT SURVIVOR BENEFIT
    
    
    176.1
    
    Pre-Retirement Survivor Benefit
    
    
    176.2
    
    Payment of Pre-Retirement Survivor Benefit
    
    
    18ARTICLE 7
    
    TERMINATION BENEFIT
    
    
    187.1
    
    Termination Benefit
    
    
    187.2
    
    Payment of Termination Benefit
    
    
    187.3
    
    Limitation on Specified Employees
    
    
    19
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PAGEARTICLE 8
    
    DISABILITY WAIVER AND BENEFIT
    
    
    198.1
    
    Disability Waiver
    
    
    198.2
    
    Continued Eligibility; Disability Benefit
    
    
    20ARTICLE 9
    
    BENEFICIARY DESIGNATION
    
    
    209.1
    
    Beneficiary
    
    
    209.2
    
    Beneficiary Designation; Change; Spousal Consent
    
    
    209.3
    
    Acknowledgment
    
    
    209.4
    
    No Beneficiary Designation
    
    
    209.5
    
    Doubt as to Beneficiary
    
    
    219.6
    
    Discharge of Obligations
    
    
    21ARTICLE 10
    
    LEAVE OF ABSENCE
    
    
    2110.1
    
    Paid Leave of Absence
    
    
    2110.2
    
    Unpaid Leave of Absence
    
    
    2110.3
    
    Leave of Absence
    
    
    21ARTICLE 11
    
    TERMINATION, AMENDMENT OR MODIFICATION
    
    
    2211.1
    
    Termination
    
    
    2211.2
    
    Amendment
    
    
    2211.3
    
    Effect of Payment
    
    
    23ARTICLE 12
    
    ADMINISTRATION
    
    
    2312.1
    
    Committee Duties
    
    
    2312.2
    
    Agents
    
    
    2312.3
    
    Binding Effect of Decisions
    
    
    2312.4
    
    Indemnity of Committee
    
    
    2312.5
    
    Employer Information
    
    
    23ARTICLE 13
    
    OTHER BENEFITS AND AGREEMENTS
    
    
    2313.1
    
    Coordination with Other Benefits
    
    
    23ARTICLE 14
    
    CLAIMS PROCEDURES
    
    
    2414.1
    
    Presentation of Claim
    
    
    2414.2
    
    Notification of Decision
    
    
    2414.3
    
    Review of a Denied Claim
    
    
    2514.4
    
    Decision on Review
    
    
    2514.5
    
    Legal Action
    
    
    25ARTICLE 15
    
    TRUST
    
    
    2515.1
    
    Establishment of the Trust
    
    
    2515.2
    
    Interrelationship of the Plan and the Trust
    
    
    2515.3
    
    Distributions From the Trust
    
    
    25ARTICLE 16
    
    MISCELLANEOUS
    
    
    2516.1
    
    Status of Plan
    
    
    2516.2
    
    Unsecured General Creditor
    
    
    26
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PAGE16.3
    
    Employers Liability
    
    
    2616.4
    
    Nonassignability
    
    
    2616.5
    
    Not a Contract of Employment
    
    
    2616.6
    
    Furnishing Information
    
    
    2616.7
    
    Terms
    
    
    2616.8
    
    Captions
    
    
    2716.9
    
    Governing Law
    
    
    2716.10
    
    Notice
    
    
    2716.11
    
    Successors
    
    
    2716.12
    
    Spouses Interest
    
    
    2716.13
    
    Validity
    
    
    2716.14
    
    Incompetent
    
    
    2716.15
    
    Domestic Relations Order
    
    
    2816.16
    
    Distribution in the Event of Taxation
    
    
    2816.17
    
    Insurance
    
    
    2816.18
    
    Legal Fees To Enforce Rights After Change in Control
    
    
    29
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INDYMAC BANK, F.S.B.
DEFERRED COMPENSATION PLAN
(Amended and Restated Effective as of January 1, 2008)
 HISTORY AND PURPOSE
  ARTICLE 1
DEFINITIONS
  1.1
    
    Annual Cash Deferral Amount shall mean (i) that portion of a Participants Base Annual
Salary, Incentive Pay, and/or Directors Fees payable in cash that a Participant elects to
have, and is deferred, in accordance with Article 3, for any one Plan Year, plus (ii)
Dividends payable on Director Stock Compensation that a Non-Employee Director elects to have,
and is deferred, in accordance with Article 3, for any one Plan Year, plus (iii) Dividends
payable during any one Plan Year on Stock Units previously credited to a Participants
Director Stock Deferral Account. In the event of a Participants Retirement, Disability (if
deferrals cease in accordance with Section 8.1),
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death or a Termination of Employment prior to the end of a Plan Year, such years Annual
Cash Deferral Amount shall be the actual amount withheld prior to such event.1.2
    
    Annual Company Matching Amount shall mean, for any one Plan Year, the amount determined in
accordance with Section 3.5.1.3
    
    Annual Installment Method shall mean equal annual installments, with the first installment
being paid within the time limits set forth in this Plan for the various benefits available,
and the next annual installment, and all annual installments thereafter, being paid between
January 1 and March 15 (inclusive) of each subsequent Plan Year. For example, if a
Participant Retired on June 30, 2007, and he or she elected the Annual Installment Method,
subject to Section 5.4, the first equal installment shall be payable no later than 60 days
after Retirement, the next equal installment shall be payable between January 1 and March 15
(inclusive) of each subsequent Plan Year, and each remaining equal installment shall be
payable between January 1 and March 15 (inclusive) of each consecutive Plan Year. Unless and
until otherwise determined by the Committee, Participants shall not be permitted to elect to
receive distributions pursuant to the Annual Installment Method with respect to amounts first
earned and deferred in Plan Years subsequent to 2007. The Committee may, in its discretion,
permit the use of the Annual Installment Method in the future by adopting a new Election Form
which includes such payment method as an election alternative. In the event that the
Committee permits the use of the Annual Installment Method in the future, Participants will
only be permitted to make such election prospectively with respect to amounts which are earned
and deferred subsequent thereto.1.4
    
    Annual Director Stock Deferral Amount shall mean that portion of a Non-Employee Directors
Director Stock Compensation that a Non-Employee Director elects to have, and is deferred, in
accordance with Article 3, for any one Plan Year.1.5
    
    Annual Company Stock Deferral Amount shall mean that portion of a Participants Base Annual
Salary, Incentive Pay and/or Director Fees that a Participant elects to have, and is deferred,
in accordance with Article 3, for any one Plan Year.1.6
    
    Bancorp shall mean IndyMac Bancorp, Inc. (formerly known as IndyMac Mortgage Holdings, Inc.
and INMC Mortgage Holdings, Inc.), a Delaware corporation.1.7
    
    Base Annual Salary shall mean the annual cash compensation paid during any calendar year,
excluding the Incentive Pay, overtime, fringe benefits, relocation expenses, incentive
payments, non-monetary awards, directors fees and other fees, automobile and other allowances
paid to a Participant for employment services rendered (whether or not such allowances are
included in the Employees gross income). Base Annual Salary shall be calculated before
reduction for compensation voluntarily deferred or contributed by the Participant pursuant to
all qualified or non-qualified plans of any Employer and shall be calculated to include
amounts not otherwise included in the Participants gross income under Code Sections 125,
402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided,
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however, that all such amounts will be included in compensation only to the extent that, had
there been no such plan, the amount would have been payable in cash to the Employee.1.8
    
    Beneficiary shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 9, that are entitled to receive benefits under this Plan upon the
death of a Participant.1.9
    
    Beneficiary Designation Form shall mean the form established from time to time by the
Committee that a Participant completes and submits in order to designate one or more
Beneficiaries.1.10
    
    Board shall mean the board of directors of the Company.1.11
    
    Bonus shall mean any cash compensation, in addition to Base Annual Salary and Commissions,
relating to services performed during any calendar year, whether or not paid in such calendar
year, payable to a Participant under any Employers bonus and cash incentive plans.
Notwithstanding the foregoing, any amount which is deferred under the IndyMac Bancorp, Inc.
Senior Manager and Non-Employee Director Deferred Compensation Plan shall not be considered to
constitute Bonus for purposes of this Plan.1.12
    
    Cash Account Balance shall mean, with respect to a Participant, the sum of: (i) the Cash
Deferral Account; and (ii) if applicable, the vested portion of the Company Matching Account
balance. This account, and each other specified account, shall be a bookkeeping entry only
and shall be utilized solely as a device for the measurement and determination of the amounts
to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.1.13
    
    Cash Deferral Account shall mean: (i) the sum of all of a Participants Annual Cash
Deferral Amounts; plus (ii) amounts credited in accordance with all the applicable crediting
provisions of this Plan that relate to the Participants Cash Deferral Account; less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant to this Plan that
relate to his or her Cash Deferral Account.1.14
    
    CCI shall mean Countrywide Credit Industries, Inc., a Delaware corporation.1.15
    
    Change in Control, for purposes of this Plan, shall have the meaning set forth in the
IndyMac Bancorp, Inc. 2002 Incentive Plan, as Amended and Restated, or if a subsequent
incentive plan is adopted by the Board of Directors of the Public Company and approved by the
shareholders thereof, then the definition of Change in Control in such subsequent plan, if
applicable, shall be used for purposes of this Plan.1.16
    
    Claimant shall have the meaning set forth in Section 14.1.1.17
    
    Code shall mean the Internal Revenue Code of 1986, as amended.
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1.18
    
    Commissions shall mean any cash compensation, in addition to Base Annual Salary and Bonus,
paid in a calendar year by any Employer to a Participant in the form of commissions.1.19
    
    Committee shall mean the committee described in Article 12.1.20
    
    Company shall mean IndyMac Bank, F.S.B. (the successor in interest to IndyMac, Inc.), a
federally chartered savings bank, and any successor to all or substantially all of the
Companys assets or business.1.21
    
    Company Stock Account Balance shall mean, with respect to a Participant, the sum of: (i)
the Company Stock Deferral Account; and (ii) the vested portion of the Company Matching
Account balance, if applicable.1.22
    
    Company Matching Account shall mean: (i) the sum of the Participants Annual Company
Matching Amounts; plus (ii) amounts credited in accordance with all the applicable crediting
provisions of this Plan that relate to the Participants Company Matching Account; less (iii)
all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that
relate to the Participants Company Matching Account.1.23
    
    Company Stock Deferral Account shall mean: (i) the sum of the Annual Company Stock Deferral
Amounts; plus (ii) amounts credited in accordance with all the applicable crediting provisions
of this Plan that relate to the Annual Company Stock Deferral Account; less (iii) all
distributions made to the Participant or his or her beneficiary pursuant to this Plan that
relate to the Company Stock Deferral Account. This account, and each other specified account,
shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement
and determination of the amounts to be paid to a Participant, or his or her designated
Beneficiary, pursuant to this Plan.1.24
    
    Deduction Limitation shall mean the following described limitation on a benefit that may
otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise
provided, this limitation shall be applied to all distributions that are subject to the
Deduction Limitation under this Plan. If an Employer determines in good faith prior to a
Change in Control that there is a reasonable likelihood that any compensation paid to a
Participant for a taxable year of the Employer would not be deductible by the Employer solely
by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by
the Employer to ensure that the entire amount of any distribution to the Participant pursuant
to this Plan prior to the Change in Control is deductible, the Employer may defer all or any
portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation
shall continue to be credited with additional amounts in accordance with Section 3.9 below,
even if such amount is being paid out in installments. The amounts so deferred and amounts
credited thereon shall be distributed to the Participant or his or her Beneficiary (in the
event of the Participants death) at the earliest possible date, as determined by the Employer
in good faith, on which the deductibility of compensation paid or payable to
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the Participant for the taxable year of the Employer during which the distribution is made will not
be limited by Section 162(m), or if earlier, the effective date of a Change in Control.
Notwithstanding anything to the contrary in this Plan, the Deduction Limitation shall not apply to
any distributions made after a Change in Control.1.25
    
    Director shall mean any member of the board of directors of any Employer.1.26
    
    Directors Fees shall mean the annual fees paid in cash compensation to a Participant by any
Employer, including retainer fees and meeting fees, as compensation for serving on the board
of directors.1.27
    
    Director Stock Compensation shall mean compensation paid to a Participant by any Employer
for services provided as a Non-Employee Director, in the form of Company Restricted Stock or
Restricted Stock Units granted pursuant to the IndyMac Bancorp, Inc. Board Compensation Policy
& Stock Ownership Requirements, or such other board compensation policy as the Plan Sponsor
may maintain from time to time, and the IndyMac Bancorp, Inc. 2002 Incentive Plan (or any
successor plan).1.28
    
    Director Stock Deferral Account or Director Stock Account Balance shall mean: (i) the sum
of the Annual Director Stock Deferral Amounts; plus (ii) amounts credited in accordance with
all the applicable crediting provisions of this Plan that relate to the Director Stock
Deferral Account; less (iii) all distributions made to the Non-Employee Director or his or her
beneficiary pursuant to this Plan that relate to the Director Stock Deferral Account. This
account, and each other specified account, shall be a bookkeeping entry only and shall be
utilized solely as a device for the measurement and determination of the amounts to be paid to
a Participant, or his or her designated Beneficiary, pursuant to this Plan.1.29
    
    Disability shall mean (i) the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less
than 12 months, or (ii) the Participant is, by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering employees of
the Participants Employer.1.30
    
    Dividends shall mean the dividends payable on the shares of Stock equal to the number of
Stock Units credited to a Participants Directors Stock Deferral Account and a Participants
Company Stock Deferral Account.1.31
    
    Election Form shall mean the form established from time to time by the Committee that a
Participant completes and submits in order to make an election under the Plan.1.32
    
    Employee shall mean a person who is an employee of any Employer.
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1.33
    
    Employer(s) shall mean the Company and/or any of its affiliates (now in existence or
hereafter formed or acquired) that have been designated by the Committee to participate in the
Plan.1.34
    
    ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.1.35
    
    Fair Market Value shall have the same meaning as that phrase is used in the IndyMac
Bancorp, Inc. 2002 Incentive Plan, as Amended and Restated (or any successor plan).1.36
    
    Incentive Pay shall mean Bonus and Commissions, collectively.1.37
    
    Investment Election means an election made by a Participant with regard to the allocation
of Base Annual Salary, Incentive Pay, and/or Directors Fees, into the Cash Deferral Account,
and/or the Company Stock Deferral Account pursuant to Section 3.3.1.38
    
    Non-Employee Director shall mean each Director who is not an employee of the Company or any
affiliate of the Company.1.39
    
    Participant shall mean any Employee or Director (i) who is selected to participate in the
Plan, (ii) who elects to participate in the Plan, (iii) who submits a completed Election Form
and a completed Beneficiary Designation Form, (iv) whose Election Form and Beneficiary
Designation Form are accepted by the Committee, (v) who commences participation in the Plan,
and (vi) whose participation in the Plan has not terminated. A spouse or former spouse of a
Participant shall not be treated as a Participant in the Plan or have an account balance under
the Plan, even if he or she has an interest in the Participants benefits under the Plan as a
result of applicable law or property settlements resulting from legal separation or divorce.1.40
    
    Plan shall mean the IndyMac Bank, F.S.B. Deferred Compensation Plan, which shall be
evidenced by this instrument, as it may be amended from time to time.1.41
    
    Plan Year shall mean, a period beginning January 1 of each calendar year and continuing
through December 31 of such calendar year.1.42
    
    Pre-Retirement Survivor Benefit shall mean the benefit set forth in Article 6.1.43
    
    Restricted Stock, Restricted Stock Unit or Stock Unit shall have the same meanings as
are used in the IndyMac Bancorp, Inc. 2002 Incentive Plan, as Amended and Restated (or any
successor plan).1.44
    
    Retirement, Retire(s) or Retired shall mean, with respect to an Employee, severance
from employment from all Employers for any reason other than a leave of absence, death or
Disability on or after the earlier of the attainment of (a) age sixty-two (62) or (b) age
fifty-five (55) with five (5) Years of Service; and shall mean with respect to a Director who
is not an Employee, severance of his or her directorships
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with all Employers on or after the later of (y) the attainment of age sixty (60), or (z) in
the sole discretion of the Committee, an age later than age sixty (60). If a Participant is
both an Employee and a Director, Retirement shall not occur until he or she Retires as both
an Employee and a Director; provided, however, that such a Participant may elect, at least
one year prior to Retirement and in accordance with the policies and procedures established
by the Committee, to Retire for purposes of this Plan at the time he or she Retires as an
Employee, which Retirement shall be deemed to be a Retirement as an Employee.1.45
    
    Retirement Benefit shall mean the benefit set forth in Article 5.1.46
    
    Short-Term Payout shall mean the payout set forth in Section 4.1.1.47
    
    Specified Employee has the meaning assigned to such term in Code Section 409A(2)(b)(i) and
regulations thereunder. The Companys Specified Employees shall be determined in accordance
with rules adopted by the Board of Directors of Bancorp or a committee thereof, which shall be
applied consistently with respect to all nonqualified deferred compensation arrangements of
Bancorp and the Company, as to the determination of Specified Employees.1.48
    
    Stock shall mean shares of Common Stock of Bancorp.1.49
    
    Termination Benefit shall mean the benefit set forth in Article 7.1.50
    
    Termination of Employment shall mean separation from service with the Employers as
determined under Code Section 409A and applicable guidance.1.51
    
    Trust shall mean the Indymac Bancorp, Inc. Senior Manager and Non-Employee Director
Deferred Compensation Plan and Indymac Bank, F.S.B. Deferred Compensation Plan Trust
Agreement.1.52
    
    Unforeseeable Financial Emergency shall mean a severe financial hardship resulting from an
illness or accident of the Participant or a dependent (as defined in Section 152 of the Code
without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participants
property due to casualty (including the need to rebuild a home not otherwise covered by
insurance), or other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant. Except as otherwise provided herein, the
purchase of a home and the payment of college tuition are not unforeseeable emergencies.
Whether a Participant or dependent is faced with an unforeseeable emergency is to be
determined by the Committee based on the relevant facts and circumstances of each case, but,
in any case, a distribution on account of unforeseeable emergency may not be made to the
extent that such emergency is or may be relieved through reimbursement or compensation from
insurance or otherwise, by liquidation of the Participants assets, to the extent the
liquidation of such assets would not cause severe financial hardship, or by cessation of
deferrals under the arrangement.
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1.53
    
    Years of Service shall mean the total number of full years in which a Participant has been
employed by or in the service of one or more Employers. For purposes of this definition, a
year of employment or service shall be a 12 month period that commences on the Employees or
Directors effective date of hire or service and that, for any subsequent year, commences on
an anniversary of that effective date of hire or service. Any partial year of employment or
service shall not be counted. For purposes of this definition, the total number of full years
in which the Participant was employed by or in the service of: (i) CCI prior to 1997; and/or
(ii) Bancorp prior to 2001, shall be counted.
 ARTICLE 2
SELECTION, ENROLLMENT, ELIGIBILITY
 2.1
    
    Selection by Committee. Participation in the Plan shall be limited to a select group of
management and highly compensated Employees, and Directors, as determined by the Committee in
its sole discretion. From that group, the Committee shall select, in its sole discretion,
Employees and/or Directors to participate in the Plan.
 2.2
    
    Eligibility; Enrollment Requirements. As a condition to participation, each selected
Employee and/or Director shall submit a completed Election Form and a completed Beneficiary
Designation Form, all within 30 days after he or she is selected to participate in the Plan.
In addition, the Committee shall establish from time to time such other enrollment
requirements as it determines in its sole discretion are necessary.
 2.3
    
    Commencement of Participation. Provided an Employee and/or Director selected to participate
in the Plan has met all enrollment requirements set forth in this Plan and required by the
Committee, including submitting all required documents within the specified time period, that
Employee and/or Director shall commence participation in the Plan on the first day of the
month following the month in which the Employee and/or Director completes all enrollment
requirements. If an Employee and/or Director fails to meet all such requirements within the
period required, in accordance with Section 2.2, that Employee and/or Director shall not
commence participation in the Plan until the first day of the Plan Year following the delivery
to and acceptance by the Committee of the required documents.
 ARTICLE 3
DEFERRAL COMMITMENTS/CREDITING/TAXES
 3.1
    
    Minimum Deferral:
 (a)
    
    Base Annual Salary, Incentive Pay, and Directors Fees. Subject to Sections 3.2
and 3.3 below, for each Plan Year, a Participant may elect to defer his or her Base
Annual Salary, Incentive Pay, and/or Directors Fees, provided that the amounts so
elected for that Plan Year total (or are expected to total), in the aggregate, at least
$2,000. If no election is made, the amount deferred shall be zero.
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(b)
    
    Short Plan Year. If a Participant first becomes a Participant after the first
day of a Plan Year, the minimum deferral pursuant to Section 3.1(a) above shall be an
amount equal to $2,000, multiplied by a fraction, the numerator of which is the number
of complete months remaining in the Plan Year and the denominator of which is 12.(c)
    
    Non-Employee Director Stock Compensation. Subject to Section 3.3 below, for
each Plan Year, a Non-Employee Director may elect to defer his or her Director Stock
Compensation under the Plan. For Director Stock Compensation deferred by a
Non-Employee Director pursuant to Section 3.3, the Non-Employee Directors Director
Stock Deferral Account shall be credited with Stock Units equal to the number of shares
of Stock as to which the Director has elected deferred receipt. If no election is
made, the amount deferred shall be zero.
 3.2
    
    Maximum Deferral:
 (a)
    
    For each Plan Year, a Participant may elect to defer as his or her Annual Cash
Deferral Amount, Base Annual Salary, Incentive Pay, and/or Directors Fees, and as his
or her Annual Director Stock Deferral Amount, Director Stock Compensation, up to the
following maximum percentages for each deferral elected:
 Deferral
    
    Maximum AmountBase Annual Salary
    
    25%Incentive Pay
    
    100%Directors Fees
    
    50%Director Stock Compensation
    
    100%
 (b)
    
    Notwithstanding the foregoing, if a Participant first becomes a Participant
after the first day of a Plan Year, for that Plan Year only, a Participant may elect to
defer, as his or her Annual Cash Deferral Amount, with respect to Base Annual Salary,
Commissions, and/or Directors Fees that accrue after the date of entry into the Plan, a
dollar amount up to an amount equal to the limits set forth above multiplied by such
Participants total amount of Base Annual Salary, Commissions, and/or Directors Fees
for the entire Plan Year. With respect to Bonus, a Participant may elect to defer only
a portion of such compensation, determined by multiplying the compensation for such
period by a fraction, the numerator of which is the number of days remaining in the
period during which the compensation is earned, and the denominator of which is the
total number of days in such period.
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3.3
    
    Election to Defer; Investment Election; Effect of Election Form:
 (a)
    
    First Plan Year. In connection with a Participants commencement of
participation in the Plan, the Participant shall make an irrevocable deferral election
for the Plan Year in which the Participant commences participation in the Plan, an
Investment Election for such year, and such other elections as the Committee deems
necessary or desirable under the Plan. For these elections to be valid, the Election
Form must be completed by the Participant, timely submitted (in accordance with Section
2.2 above) and accepted by the Committee. If no such Election Form is timely submitted
for the Participants first Plan Year, the Participants Annual Cash Deferral Amount,
Annual Company Stock Deferral Amount and/or Annual Director Stock Deferral Amount shall
be zero for that Plan Year.(b)
    
    Subsequent Plan Years. For each succeeding Plan Year, an irrevocable deferral
election for that Plan Year, an Investment Election for that Plan Year, and such other
elections as the Committee deems necessary or desirable under the Plan, shall be made
by timely delivering to the Committee, in accordance with its rules and procedures,
before the end of the Plan Year preceding the Plan Year for which the election is made,
a new Election Form. If no such Election Form is timely submitted for a Plan Year, the
Participants Annual Cash Deferral Amount, Annual Company Stock Deferral Amount and/or
Annual Director Stock Deferral Amount shall be zero for that Plan Year.(c)
    
    Investment Election. A Participants Investment Election for a given Plan Year
shall specify (in increments of twenty-five percent (25%)), the amount of the Annual
Cash Deferral Amount to be allocated to the Participants Cash Deferral Account and/or
Company Stock Deferral Account. The Committee may permit Participants to submit new
Investment Elections with respect to a Plan Year during specified periods; provided
that any change in a Participants Investment Election shall be prospective only and
shall apply only with respect to the portion of the Annual Cash Deferral Amount which
the Participant earns subsequent to a date specified by the Committee and following
submission the new Investment Election.(d)
    
    Special Investment Election for 2007. In connection with the amendment and
restatement of this Plan, Participants shall be given the opportunity to make an
Investment Election during 2007. Pursuant to such Investment Election, each
Participant shall be entitled to invest all or less than all of his or her Cash Account
Balance, and all remaining deferrals in Plan Year 2007, in the Company Stock Deferral
Account in accordance with Section 3.3(c). If no Investment Election form is timely
submitted for Plan Year 2007, the Participants existing Cash Account Balance shall
remain in his or her Cash Account, and no deferrals for Plan Year 2007 shall be
invested in the Company Stock Deferral Account.
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3.4
    
    Withholding of Annual Deferral Amounts. For each Plan Year, the Base Annual Salary portion
of the Annual Cash Deferral Amount shall be withheld from each regularly scheduled Base Annual
Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in
Base Annual Salary. The Incentive Pay, Directors Fees, and/or Dividends portion of the Annual
Cash Deferral Amount shall be withheld at the time the Incentive Pay, Directors Fees, and/or
Dividends are or otherwise would be paid to the Participant, whether or not this occurs during
the Plan Year itself.
 3.5
    
    Annual Company Matching Amount. For each Plan Year, a Participants Employer, in its sole
discretion, may, but is not required to, credit any amount it desires to that Participants
Company Matching Account, which amount shall be for that Participant the Annual Company
Matching Amount for that Plan Year. The amount so credited to a Participant may be smaller or
larger than the amount credited to any other Participant, and the amount credited to a
Participant for a Plan Year may be zero, even though one or more other Participants receive an
Annual Company Matching Amount for that Plan Year. The Annual Company Matching Amount, if
any, shall be credited as of the last day of the Plan Year. If a Participant is not employed
by that Employer as of the last day of a Plan Year other than by reason of his or her
Retirement or death while employed, the Annual Company Matching Amount for that Plan Year
shall be zero.
 3.6
    
    Company Stock Account. The Trustee shall, as soon as practicable following withholding of
the Base Annual Salary, Incentive Pay, or Directors Fees, as applicable, apply the aggregate
amount of cash that is allocated to the Participants Company Stock Account toward the
purchase of a block of shares of Stock. The amount of shares so purchased with respect to any
deferred amount shall be allocated to a Participant (and credited to the Participants Company
Stock Account) in the proportion determined by comparing the amount of the Base Annual Salary,
Incentive Pay, and/or Directors Fees elected to allocate to his or her Company Stock Account
to the aggregate amount of deferred amounts which all Participants elected to allocate to
their Company Stock Accounts for such date. For example, if a Participant elects to defer
$1,000 of Base Annual Salary into his or her Company Stock Account and all other Participants
elect to defer an aggregate of $9,000 into their Company Stock Accounts, the Trustee shall
purchase shares of Stock having an aggregate value of $10,000, and the Participants Company
Stock Account shall be allocated one-tenth (1/10) of such shares. Dividends paid with respect
to Stock credited to a Participants Company Stock Account shall be converted to shares of
Stock as soon as practicable following the payment of the dividend. Other adjustments or
changes to the Stock in general, including changes as a result of mergers or other corporate
transactions, shall be applied to the Stock credited to a Participants Company Stock Account.
No interest will be credited with respect to any balance in a Participants Company Stock
Account.
 3.7
    
    Investment of Trust Assets. The trustees of the Trust shall be authorized, upon written
instructions received from the Committee or investment manager appointed by the Committee, to
invest and reinvest the assets of the Trust in accordance with the
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applicable Trust agreement,
including the disposition of
stock and reinvestment of the
proceeds in one or more
investment vehicles designated
by the Committee.
 3.8
    
    Vesting
 (a)
    
    Cash Deferral Account. A Participant shall at all times be 100% vested in his
or her Cash Deferral Account, except with respect to any Dividends held in a
Participants Cash Deferral Account, which shall vest in accordance with Section
3.8(c).(b)
    
    Company Matching Account. Except as provided in Section 3.8(d), a Participant
shall be vested in each of his or her Annual Company Matching Amounts, if any, and
interest thereon, if any, as follows:
 Vested Percentage ofAnnual CompanyMatching AmountYears of Service
    
    and Interest ThereonLess than 1 year
1 year or more, but less than 2
2 years or more, but less than 3
3 years or more, but less than 4
4 years or more, but less than 5
5 years or more
    
    0%20%
40%
60%
80%
100%
 Notwithstanding anything to the contrary contained in this Section 3.8(b), in the
event of his or her Retirement, termination on account of Disability, or a Change in
Control, a Participants Company Matching Account shall immediately become 100%
vested.
 (c)
    
    Director Stock Deferral Account. Except as provided in Section 3.8(e), a
Participant shall be vested in each of his or her respective Annual Director Stock
Deferral Amounts, and the Dividends relating to the Stock Units underlying such Annual
Director Stock Deferral Amounts, if any, as follows:
 Years of Service EarnedAfter the Grant Date
    
    Vested Percentage ofof Each Respective
    
    Each Annual DirectorStock Unit Award
    
    Stock Deferral AmountLess than 1 year 
1 year or more, but less than 2
2 years or more, but less than 3
3 years or more
    
    0%
33%
33%
34%
 Notwithstanding anything to the contrary contained in this Section 3.8(c), in the
event of his or her death, Retirement, termination on account of Disability,
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or a Change in Control, a Participants Director Stock Deferral Account shall
immediately become 100% vested.
 (d)
    
    Company Stock Deferral Account. A Participant shall at all times be 100%
vested in his or her Company Stock Deferral Account.(e)
    
    Forfeiture. Notwithstanding anything to the contrary contained in Sections
3.8(b) or 3.8(c) above or any other Section of this Plan that may be construed to the
contrary, the Participants Employer, in its discretion, shall have the right to
suspend and/or cause the Participant to forfeit all rights to receive any or all
payments otherwise due hereunder in respect of such Participants Company Matching
Account or Director Stock Deferral Account, if such Participant, at any time, whether
or not employed by that Employer:
 (i)
    
    works for or conducts or maintains any business, enterprise, or
organization that is in the same line of business or enterprise as any of the
Employers and competes directly or indirectly with any of the Employers, in
violation of the terms of any contractual provisions between the Company, or
any Employer, and the Participant;(ii)
    
    divulges confidential information of any Employer to
competitors of any Employer or any other party not authorized to receive such
information;(iii)
    
    is convicted of a misdemeanor which results in a jail sentence
of one year of more; or(iv)
    
    is convicted of a felony.The foregoing shall apply without regard to whether the Participants work,
business, release of information, or conviction, as the case may be, has any
demonstrable adverse effect on the Company or any Employer. Any determination made
by the Participants Employer with regard to suspension and/or forfeitures under
this Section 3.8(e) shall be final and conclusive.
 3.9
    
    Crediting of Account Balances. In accordance with, and subject to, the rules and procedures
that are established from time to time by the Committee, in its sole discretion, amounts shall
be credited to a Participants Cash Account Balance, Company Stock Account Balance or Director
Stock Account Balance, if applicable, in accordance with the following rules:
 (a)
    
    Prior to Distribution of Cash Account Balance. Prior to a distribution of any
portion of the Participants Cash Account Balance under Articles 4, 5, 6, 7, or 8
below, the Participants Cash Account Balance shall be credited with interest on a
daily basis. The interest rate used to credit the Participants Cash Account Balance
shall be the rate provided for in Section 3.9(e) below. If a
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distribution is made under this Plan, the Participants Cash Account Balance shall
be credited with interest until the date on which the distribution is made.
 (b)
    
    Prior to Distribution of Company Stock Account Balance. In the event that a
Participant elects to invest deferred Base Annual Salary, Incentive Pay, or Director
Fees into the Company Stock Account, the Employer shall deliver such deferred amounts
to the Trustee as soon as practicable following their withholding (typically, on a
biweekly basis, or such other period that corresponds to the Companys normal payroll
practices). Within three business days following receipt of such deferred amounts, the
Trustee shall apply the aggregate amount of cash that is allocated to the Participants
Company Stock Account from such withholding toward the purchase of a block of shares of
Stock. Stock Units shall be credited to the Participants Company Stock Account in the
proportion determined by comparing the aggregate amount of the Base Annual Salary,
Incentive Pay, and Director Fees which he or she elected to allocate to his or her
Company Stock Account with respect to such withholding date to the aggregate amount of
deferred amounts which all Participants elected to allocate to their Company Stock
Accounts with respect to such withholding date. For example, if a Participant elects
to defer $1,000 of Base Annual Salary into his or her Company Stock Account for a
payroll period and all other Participants elect to defer an aggregate of $9,000 into
their Company Stock Accounts for the same payroll period, within three business days
following the trustees receipt of the withheld amounts, the trustee shall purchase
shares of Stock having an aggregate value of $10,000, and the Participants Company
Stock Account shall be credited with a number of Stock Units equal to one-tenth (1/10)
of such shares. Prior to distribution of any portion of the Stock Account Balance
under Articles 4, 5, 6, 7 or 8 below, in the event a stock dividend or similar event
has occurred since the date any Stock Units were credited to the Participants Company
Stock Deferral Account, a Participants Company Stock Deferral Account will be adjusted
in accordance with the provisions of the IndyMac Bancorp, Inc. 2002 Incentive Plan, as
Amended and Restated (or any successor plan) relating to adjustments to reflect
mergers, consolidations, and changes in capitalization of Bancorp. The trustee of the
Trust shall convert cash dividends paid with respect to Stock held in relation to the
Company Stock Account into shares of Stock via purchase of a block of shares of Stock
as soon as practicable following the payment of the dividend, and each Participants
Company Stock Account shall be credited with Stock Units in the same manner as
described above for regular deferrals. No interest will be credited with respect to any
balance in a Participants Company Stock Account, whether before or after the
allocation of Stock Units.
 (c)
    
    Prior to Distribution of Director Stock Account Balance.Prior to distribution
of any portion of the Stock Account Balance under Articles 4, 5, 6, 7 or 8 below, in
the event a stock dividend or similar event has occurred since the date any Stock Units
were credited to the Participants Director Stock Deferral Account, a Participants
Director Stock Deferral Account will be
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adjusted in accordance with the provisions of the IndyMac Bancorp, Inc. 2002
Incentive Plan, as Amended and Restated (or any successor plan) relating to
adjustments to reflect mergers, consolidations, and changes in capitalization of
Bancorp.
 (d)
    
    Installment Distribution. If a Participants Cash Account Balance is to be
paid under the Annual Installment Method, such payments shall be determined by
amortizing the Participants Cash Account Balance over the number of years elected,
using the interest rate specified in the following sentence. The interest rate to be
used to calculate installment payment amounts shall be a fixed interest rate that is
determined by averaging the interest rate provided for in Section 3.9(e) below for the
Plan Year in which installment payments commence and the interest rate provided for in
Section 3.9(e) below for the two preceding Plan Years. This rate shall be treated as
the nominal rate for making such calculations. If a Participant has completed fewer
than three Plan Years, this average shall be determined using the interest rate
provided for in Section 3.9(e) below for the Plan Years during which the Participant
participated in the Plan. If a Participants Stock Account Balance is to be
distributed under the Annual Installment Method, such distributions shall continue to
be adjusted in accordance with Section 3.9(c) above.(e)
    
    Interest Rate. The rate of interest for a Plan Year shall be determined and
announced by the Committee before such Plan Year.
 3.10
    
    FICA and Other Taxes. Each Plan Year, the Participants Employer shall determine the amount
of FICA and other employment taxes that the Employer must withhold for such Participant. The
Employer shall withhold this amount from that portion of the Participants Base Annual Salary
and/or Incentive Pay that is not being deferred under the Plan. If necessary, the Committee
shall reduce the Annual Cash Deferral Amount, Annual Company Stock Deferral Amount and/or
Annual Director Stock Deferral Amount in order to comply with this Section. In addition, the
Participants Employer and/or trustee of the Trust shall withhold from any payments made to
the Participant under this Plan all federal, state and local income, employment and other
taxes required to be withheld in connection with such payments, in amounts and in a manner to
be determined in the sole discretion of that Employer.
 ARTICLE 4
SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION
 4.1
    
    Short-Term Payout. In connection with each election to defer an Annual Cash Deferral Amount,
Annual Company Stock Deferral Amount or Annual Director Stock Deferral Amount, a Participant
may irrevocably elect to receive a future Short-Term Payout from the Plan with respect to
all of that Annual Cash Deferral Amount, Annual Company Stock Deferral Amount and/or Annual
Director Stock Deferral Amount. Subject to the Deduction Limitation, the Short-Term Payout
shall be equal to the sum of the Annual Cash Deferral Amount, Annual Company Stock Deferral
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Amount and the Annual Director Stock Deferral Amount elected to be paid as a Short-Term
Payout, plus amounts credited in the manner provided in Section 3.9 above on that amount.
The Short-Term Payout amount shall be payable in a lump sum. Subject to the other terms and
conditions of this Plan, the lump sum payment shall be made, subject to the Deduction
Limitation, within 60 days after the first day of the Plan Year elected by the Participant;
provided that no election shall be effective unless the Plan Year elected is at least three
Plan Years after the last day of the Plan Year to which the Annual Cash Deferral Amount,
Annual Company Stock Deferral Amount and/or Annual Director Stock Deferral Amount relates.
By way of example, if a Short-Term Payout is elected for amounts that are deferred in the
Plan Year commencing January 1, 2010, the Short-Term Payout can become payable no earlier
than the 60 day period commencing on January 1, 2013.
 4.2
    
    Other Benefits Take Precedence Over Short-Term. Should an event occur that triggers a
benefit under Article 5, 6, 7 or 8, any Annual Cash Deferral Amount, Annual Company Stock
Deferral Amount or Annual Director Stock Deferral Amount, plus amounts credited thereon, that
is subject to a Short-Term Payout election under Section 4.1 shall not be paid in accordance
with Section 4.1 but shall be paid in accordance with the other applicable Article.
 4.3
    
    Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If the Participant
experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee
to (i) suspend any deferrals required to be made by a Participant and/or (ii) receive a
partial or full payout from the Plan. The payout shall not exceed the lesser of the sum of
the Participants Cash Account Balance and Stock Account Balance, calculated as if such
Participant were receiving a Termination Benefit, or the amount reasonably needed to satisfy
the Unforeseeable Financial Emergency. If, subject to the sole discretion of the Committee,
the petition for a suspension and/or payout is approved, suspension shall take effect upon the
date of approval and any payout shall be made within 60 days of the date of approval. The
payment of any amount under this Section shall not be subject to the Deduction Limitation.
 ARTICLE 5
RETIREMENT BENEFIT
 5.1
    
    Retirement Benefit. Subject to the Deduction Limitation, a Participant who Retires shall
receive, as a Retirement Benefit, his or her Cash Account Balance and Stock Account Balance to
the extent that such balances are vested.
 5.2
    
    Payment of Retirement Benefit. Prior to Plan Year 2008, a Participant, in connection with
his or her commencement of participation in the Plan, could elect on an Election Form to
receive the Retirement Benefit (i) in a lump sum, or (ii) pursuant to an Annual Installment
Method of 5, 10, 15 or 20 years. Unless and until otherwise determined by the Committee,
Participants shall not be permitted to elect to receive distributions pursuant to an Annual
Installment Method with respect to amounts first earned and deferred in Plan Years subsequent
to 2007. The Committee may, in its
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discretion, permit the use of the Annual Installment Method in the future by adopting a new
Election Form which includes such payment method as an election alternative. In the event
that the Committee permits the use of the Annual Installment Method in the future,
Participants will only be permitted to make such election prospectively with respect to
amounts which are earned and deferred subsequent thereto. To the extent that the Committee
later authorizes elections for distribution in a form other than a lump sum, the Participant
may annually change his or her election to an allowable alternative payout period by
submitting a new Election Form to the Committee, provided that any such Election Form is
submitted at least one year prior to the Participants Retirement and is accepted by the
Committee in its sole discretion and provided further that any such subsequent election must
defer the commencement of distribution of the Retirement Benefit for a period of at least
five (5) years from the date that such payment would have otherwise commenced. The Election
Form most recently accepted by the Committee shall govern the payout of the Retirement
Benefit. If a Participant does not make any election with respect to the payment of the
Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment
shall be made, or installment payments shall commence, no later than 60 days after the date
the Participant Retires, provided, however, that the actual payment date, with respect to a
lump sum payment, or the actual payment commencement date, with respect to installment
payments, within such 60-day period shall be determined by the Committee in its sole
discretion. Any payment made shall be subject to the Deduction Limitation. A Participant
shall only receive his or her Stock Account Balance in the form of shares of Stock. The
Participant shall receive the number of shares of Stock equal to the number of vested Stock
Units credited to his or her Stock Account Balance immediately prior to such distribution
(with any fractional share of Stock rounded to the nearest whole share).
 5.3
    
    Death Prior to Completion of Retirement Benefit. If a Participant dies after Retirement but
before the Retirement Benefit is paid in full, the Participants unpaid Retirement Benefit
payments shall continue and shall be paid to the Participants Beneficiary over the remaining
number of months and in the same amounts as that benefit would have been paid to the
Participant had the Participant survived.
 5.4
    
    Limitation on Specified Employees. Notwithstanding any other provision of the Plan to the
contrary, the payment of benefits under this Article 5 with respect to a Specified Employee of
the Company shall not be made within six months following his Termination of Employment,
except in the event of death.
 ARTICLE 6
PRE-RETIREMENT SURVIVOR BENEFIT
 6.1
    
    Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation, the Participants
Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the sum of the
Participants Cash Account Balance and Stock Account Balance if the Participant dies before he
or she Retires or experiences a Termination of Employment.
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6.2
    
    Payment of Pre-Retirement Survivor Benefit. Prior to Plan Year 2008, a Participant, in
connection with his or her commencement of participation in the Plan, could elect on an
Election Form whether the Pre-Retirement Survivor Benefit shall be received by his or her
Beneficiary (i) in a lump sum, or (ii) pursuant to an Annual Installment Method of 5, 10, 15
or 20 years. Unless and until otherwise determined by the Committee, Participants shall not
be permitted to elect to receive distributions pursuant to the Annual Installment Method with
respect to amounts first earned and deferred in Plan Years subsequent to 2007. The Committee
may, in its discretion, permit the use of the Annual Installment Method in the future by
adopting a new Election Form which includes such payment method as an election alternative.
In the event that the Committee permits the use of the Annual Installment Method in the
future, Participants will only be permitted to make such election prospectively with respect
to amounts which are earned and deferred subsequent thereto. To the extent that the Committee
later authorizes elections for distribution in a form other than a lump sum, the Participant
may annually change this election to an allowable alternative payout period by submitting a
new Election Form to the Committee, which form must be accepted by the Committee. The
Election Form most recently accepted by the Committee prior to the Participants death shall
govern the payout of the Participants Pre-Retirement Survivor Benefit. If a Participant does
not make any election with respect to the payment of the Pre-Retirement Survivor Benefit, then
such benefit shall be paid in a lump sum. The lump sum payment shall be made, or installment
payments shall commence, no later than 60 days after the date of the Participants death,
provided, however, that the actual payment date, with respect to a lump sum payment, or the
actual payment commencement date, with respect to installment payments, within such 60-day
period shall be determined by the Committee in its sole discretion. Any payment made shall be
subject to the Deduction Limitation.
 ARTICLE 7
TERMINATION BENEFIT
 7.1
    
    Termination Benefit. Subject to the Deduction Limitation, the Participant shall receive a
Termination Benefit, which shall be equal to the sum of the Participants Cash Account Balance
and Stock Account Balance.
 7.2
    
    Payment of Termination Benefit. Prior to Plan Year 2008, a Participant, in connection with
his or her commencement of participation in the Plan, could elect on an Election Form to
receive the Termination Benefit (i) in a lump sum, or (ii) pursuant to an Annual Installment
Method of 5, 10, 15 or 20 years. Unless and until otherwise determined by the Committee,
Participants shall not be permitted to elect to receive distributions pursuant to the Annual
Installment Method with respect to amounts first earned and deferred in Plan Years subsequent
to 2007. The Committee may, in its discretion, permit the use of the Annual Installment
Method in the future by adopting a new Election Form which includes such payment method as an
election alternative. In the event that the Committee permits the use of the Annual
Installment Method in the future, Participants will only be permitted to make such election
prospectively with respect to amounts which are earned and deferred subsequent thereto. To
the extent
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that the Committee later authorizes elections for distribution in a form other than a lump
sum, the Participant may annually change his or her election to an allowable alternative
payout period by submitting a new Election Form to the Committee, provided that any such
Election Form is submitted at least one year prior to the Participants Termination and is
accepted by the Committee in its sole discretion and provided further that any such
subsequent election must defer the commencement of distribution of the Termination Benefit
for a period of at least five (5) years from the date such payment would have otherwise
commenced. The Election Form most recently accepted by the Committee shall govern the
payout of the Termination Benefit. If a Participant does not make any election with respect
to the payment of the Termination Benefit, then such benefit shall be payable in a lump sum.
The lump sum payment shall be made, or installment payments shall commence, no later than
60 days after the date of the Participants Termination of Employment, provided, however,
that the actual payment date, with respect to a lump sum payment, or the actual payment
commencement date, with respect to installment payments, within such 60-day period shall be
determined by the Committee in its sole discretion. Any payment made shall be subject to
the Deduction Limitation. A Participant shall only receive his or her Stock Account Balance
in the form of shares of Stock. The Participant shall receive the number of shares of Stock
equal to the number of vested Stock Units credited to his or her Stock Account Balance
immediately prior to such distribution (with any fractional share of Stock rounded to the
nearest whole share).
 7.3
    
    Limitation on Specified Employees. Notwithstanding any other provision of the Plan to the
contrary, the payment of benefits under this Article 7 with respect to a Specified Employee of
the Company shall not be made within six months following his Termination of Employment,
except in the event of death.
 ARTICLE 8
DISABILITY WAIVER AND BENEFIT
 8.1
    
    Disability Waiver:
 (a)
    
    Waiver of Deferral. A Participant who is determined by the Committee to be
suffering from a Disability shall be excused from fulfilling that portion of the Annual
Cash Deferral Amount, Annual Company Stock Deferral Amount and/or Annual Director Stock
Deferral Amount commitment that would otherwise have been withheld from a Participants
Base Annual Salary, Incentive Pay, Directors Fees and Director Stock Compensation for
the Plan Year during which the Participant first suffers a Disability. During the
period of Disability, the Participant shall not be allowed to make any additional
deferral elections, but will continue to be considered a Participant for all other
purposes of this Plan.
 (b)
    
    Return to Work. If a Participant returns to employment or service as an
Employee or Director, with any Employer after a Disability ceases, the Participant may
elect to defer an Annual Cash Deferral Amount, Annual Company Stock Deferral Amount and
an Annual Director Stock Deferral
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Amount for the Plan Year following his or her return to employment or service and
for every Plan Year thereafter while a Participant in the Plan; provided such
deferral elections are otherwise allowed and an Election Form is submitted and
accepted by the Committee for each such election in accordance with Section 3.3
above.
 8.2
    
    Continued Eligibility; Disability Benefit. A Participant suffering a Disability shall, for
benefit purposes under this Plan, continue to be considered to be employed or in the service
of an Employer as a Director, and shall be eligible for the benefits provided for in Articles
4, 5, 6 or 7 in accordance with the provisions of those Articles.
 ARTICLE 9
BENEFICIARY DESIGNATION
 9.1
    
    Beneficiary. Each Participant shall have the right, at any time, to designate his or her
Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under
the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under
this Plan may be the same as or different from the Beneficiary designation under any other
plan of the Participants Employer in which the Participant participates.
 9.2
    
    Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to
the Committee or its designated agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Committees rules and procedures, as in effect from time to time. If
the Participant names someone other than his or her spouse as a Beneficiary, a spousal
consent, in the form designated by the Committee, must be signed by that Participants spouse
and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary
Designation Form, all Beneficiary designations previously filed shall be canceled. The
Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his or her death.
 9.3
    
    Acknowledgment. No designation or change in designation of a Beneficiary shall be effective
until received, accepted and acknowledged in writing by the Committee or its designated agent.
 9.4
    
    No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in
Sections 9.1, 9.2 and 9.3 above or, if all designated Beneficiaries predecease the Participant
or die prior to complete distribution of the Participants benefits, then the Participants
designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant
has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary
shall be payable to the executor or personal representative of the Participants estate.
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9.5
    
    Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to
receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its
discretion, to cause the Participants Employer to withhold such payments until this matter is
resolved to the Committees satisfaction.
 9.6
    
    Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall
fully and completely discharge all Employers and the Committee from all further obligations
under this Plan with respect to the Participant.
 ARTICLE 10
LEAVE OF ABSENCE
 10.1
    
    Paid Leave of Absence. If a Participant is authorized by the Participants Employer for any
reason to take a paid leave of absence from the employment of the Employer, the Participant
shall continue to be considered employed by that Employer and the Annual Cash Deferral Amount,
Annual Company Stock Deferral Amount and Annual Director Stock Deferral Amount shall continue
to be withheld during such paid leave of absence in accordance with Section 3.3.
 10.2
    
    Unpaid Leave of Absence. If a Participant is authorized by the Participants Employer for
any reason to take an unpaid leave of absence from the employment of the Employer, the
Participant shall continue to be considered employed by that Employer and the Participant
shall be excused from making deferrals until the earlier of the date the leave of absence
expires or the Participant returns to a paid employment status. Upon such expiration or
return, deferrals shall resume for the remaining portion of the Plan Year in which the
expiration or return occurs, based on the deferral election, if any, made for that Plan Year.
If no election was made for that Plan Year, no deferral shall be withheld.
 10.3
    
    Leave of Absence. Notwithstanding the above, a Participant shall be deemed to have incurred
a Termination of Employment with the Employer for purposes of this Plan unless such
Participants bona fide leave of absence does not exceed six months, or if longer, so long
as the Participant retains a right to reemployment with the Employer under an applicable
statute or by contract. A leave of absence constitutes a bona fide leave of absence only if
there is a reasonable expectation that the Participant will return to perform services for the
Employer. If the period of leave exceeds six months and the Participant does not retain a
right to reemployment under an applicable statute or by contract, the Participant shall be
deemed to have incurred a Termination of Employment on the first date immediately following
such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any
medically determinable physical or mental impairment that can be expected to result in death
or can be expected to last for a continuous period of not less than six months, where such
impairment causes the Participant to be unable to perform the duties of his or her position of
employment or any substantially similar position of employment, a 29-month period of absence
may be substituted for such six-month period.
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ARTICLE 11
TERMINATION, AMENDMENT OR MODIFICATION
 11.1
    
    Termination. Each Employer reserves the right to discontinue its sponsorship of the Plan
and/or to terminate the Plan at any time with respect to any or all of its participating
Employees and Directors by action of its board of directors. Upon the termination of the Plan
with respect to any Employer, participation of the affected Participants who are employed by
that Employer or in the service of that Employer as a Director shall terminate and their Cash
Account Balances and Stock Account Balances, determined as if they had experienced a
Termination of Employment on the date of Plan termination or, if Plan termination occurs after
the date upon which a Participant was eligible to Retire, then with respect to that
Participant as if he or she had Retired on the date of Plan termination, shall be paid to the
Participants as follows: (a) prior to a Change in Control: (i) if the Plan is terminated
with respect to all of its Participants, the Employer shall have the right, in its sole
discretion, and notwithstanding any elections made by the Participant, to pay such benefits in
a lump sum or pursuant to an Annual Installment Method of up to 15 years, with amounts
credited during the installment period as provided herein; (ii) if the Plan is terminated with
respect to less than all of its Participants, the Employer shall be required to pay such
benefits in a lump sum; (b) after a Change in Control, the Employer shall be required to pay
such benefits in a lump sum. The termination of the Plan must comply with the requirements of
Treas. Reg. Section 1.409A-3(j)(4)(ix) and shall not adversely affect any Participant or
Beneficiary who has become entitled to the payment of any benefits under the Plan as of the
date of termination; provided, however, that the Employer shall have the right to accelerate
installment payments without a premium or prepayment penalty by paying the Cash Account
Balance and Stock Account Balance in a lump sum or pursuant to an Annual Installment Method
using fewer years (provided that the present value of all payments that will have been
received by a Participant at any given point of time under the different payment schedule
shall equal or exceed the present value of all payments that would have been received at that
point in time under the original payment schedule). The applicable interest rate to be used
as the discount rate for determining such present value shall be a reasonable discount rate
selected by the Committee from time to time.
 11.2
    
    Amendment. The Committee may, at any time, amend or modify the Plan in whole or in part;
provided, however, that no amendment or modification shall be effective to decrease or
restrict the value of a Participants Cash Account Balance and Stock Account Balance in
existence at the time the amendment or modification is made, calculated as if the Participant
had experienced a Termination of Employment as of the effective date of the amendment or
modification or, if the amendment or modification occurs after the date upon which the
Participant was eligible to Retire, the Participant had Retired as of the effective date of
the amendment or modification. The amendment or modification of the Plan shall not affect any
Participant or Beneficiary who has become entitled to the payment of benefits under the Plan
as of the date of the amendment or modification.
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11.3
    
    Effect of Payment. The full payment of the applicable benefit under Articles 4, 5, 6, 7 or 8
of the Plan shall completely discharge all obligations to a Participant and his or her
designated Beneficiaries under this Plan, and the Participants participation in the Plan
shall terminate.
 ARTICLE 12
ADMINISTRATION
 12.1
    
    Committee Duties. This Plan shall be administered by the Companys Employee Benefits
Fiduciary Committee (the Committee). Members of the Committee may be Participants under
this Plan. The Committee shall also have the discretion and authority to (i) make, amend,
interpret, and enforce all appropriate rules and regulations for the administration of this
Plan and (ii) decide or resolve any and all questions including interpretations of this Plan,
as may arise in connection with the Plan. Any individual serving on the Committee who is a
Participant shall not vote or act on any matter relating solely to himself or herself. When
making a determination or calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Company.
 12.2
    
    Agents. In the administration of this Plan, the Committee may, from time to time, employ
agents and delegate to them such administrative duties as it sees fit (including acting
through a duly appointed representative) and may from time to time consult with counsel who
may be counsel to any Employer.
 12.3
    
    Binding Effect of Decisions. The decision or action of the Committee with respect to any
question arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.
 12.4
    
    Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the
Committee, and any Employee to whom the duties of the Committee may be delegated, against any
and all claims, losses, damages, expenses or liabilities arising from any action or failure to
act with respect to this Plan, except in the case of willful misconduct by the Committee or
any of its members or any such Employee.
 12.5
    
    Employer Information. To enable the Committee to perform its functions, each Employer shall
supply full and timely information to the Committee on all matters relating to the
compensation of its Participants, the date and circumstances of the Retirement, Disability,
death or Termination of Employment of its Participants, and such other pertinent information
as the Committee may reasonably require.
 ARTICLE 13
OTHER BENEFITS AND AGREEMENTS
 13.1
    
    Coordination with Other Benefits. The benefits provided for a Participant and Participants
Beneficiary under the Plan are in addition to any other benefits available to such Participant
under any other plan or program for employees of the Participants
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Employer. The Plan shall supplement and shall not supersede, modify or amend any other such
plan or program except as may otherwise be expressly provided.
 ARTICLE 14
CLAIMS PROCEDURES
 14.1
    
    Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such
Participant or Beneficiary being referred to below as a Claimant) may deliver to the
Committee a written claim for a determination with respect to the amounts distributable to
such Claimant from the Plan. If such a claim relates to the contents of a notice received by
the Claimant, the claim must be made within 60 days after such notice was received by the
Claimant. All other claims must be made within 180 days of the date on which the event that
caused the claim to arise occurred. The claim must state with particularity the determination
desired by the Claimant.
 14.2
    
    Notification of Decision. The Committee shall consider a Claimants claim within a
reasonable time, and shall notify the Claimant in writing:
 (a)
    
    that the Claimants requested determination has been made, and that the claim
has been allowed in full; or
 (b)
    
    that the Committee has reached a conclusion contrary, in whole or in part, to
the Claimants requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:
 (i)
    
    the specific reason(s) for the denial of the claim, or any part
of it;(ii)
    
    specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;(iii)
    
    a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary; and(iv)
    
    an explanation of the claim review procedure set forth in
Section 14.3 below.
 14.3
    
    Review of a Denied Claim. Within 60 days after receiving a notice from the Committee that a
claim has been denied, in whole or in part, a Claimant (or the Claimants duly authorized
representative) may file with the Committee a written request for a review of the denial of
the claim. Thereafter, but not later than 30 days after the review procedure began, the
Claimant (or the Claimants duly authorized representative):
 (a)
    
    may review pertinent documents;
 (b)
    
    may submit written comments or other documents; and/or
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(c)
    
    may request a hearing, which the Committee, in its sole discretion, may grant.
 14.4
    
    Decision on Review. The Committee shall render its decision on review promptly, and not
later than 60 days after the filing of a written request for review of the denial, unless a
hearing is held or other special circumstances require additional time, in which case the
Committees decision must be rendered within 120 days after such date. Such decision must be
written in a manner calculated to be understood by the Claimant, and it must contain:
 (a)
    
    specific reasons for the decision;(b)
    
    specific reference(s) to the pertinent Plan provisions upon which the decision
was based; and(c)
    
    such other matters as the Committee deems relevant.
 14.5
    
    Legal Action. A Claimants compliance with the foregoing provisions of this Article 14 is a
mandatory prerequisite to a Claimants right to commence any legal action with respect to any
claim for benefits under this Plan.
 ARTICLE 15
TRUST
 15.1
    
    Establishment of the Trust. The Company established the Trust, and each Employer may
transfer over to the Trust such assets as the Employer determines, in its sole discretion.
 15.2
    
    Interrelationship of the Plan and the Trust. The provisions of the Plan shall govern the
rights of a Participant to receive distributions pursuant to the Plan. The provisions of the
Trust shall govern the rights of the Employers, Participants and the creditors of the
Employers to the assets transferred to the Trust. Each Employer shall at all times remain
liable to carry out its obligations under the Plan.
 15.3
    
    Distributions From the Trust. Each Employers obligations under the Plan may be satisfied
with Trust assets distributed pursuant to the terms of the Trust, and any such distribution
shall reduce the Employers obligations under this Plan.
 ARTICLE 16
MISCELLANEOUS
 16.1
    
    Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning
of Code Section 401(a) and that is unfunded and is maintained by an employer primarily for
the purpose of providing deferred compensation for a select group of management or highly
compensated employees within the meaning of ERISA Sections 201(2), 301(a)(3) and 40l(a)(1).
The Plan shall be administered and interpreted to the extent possible in a manner consistent
with that intent.
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16.2
    
    Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and
assigns shall have no legal or equitable rights, interests or claims in any property or assets
of any Employer. For purposes of the payment of benefits under this Plan, any and all of an
Employers assets shall be, and remain, the general, unpledged assets of that Employer. An
Employers obligation under the Plan shall be merely that of an unfunded and unsecured promise
to pay money or shares of Stock in the future.
 16.3
    
    Employers Liability. If an Employers employee or director becomes a Participant, then only
that Employer shall be liable for the benefits that the Participant earns during the time that
the Participant is an Employee or Director of that Employer. The other Employers shall not be
liable for any of the benefits that the Participant earns during this period. Notwithstanding
the foregoing, the Company shall be liable for the benefits that the participants of the INMC
Mortgage Holdings, Inc. Deferred Compensation Plan earned under such plan prior to January 1,
2001, and the Company shall be liable for IndyMac Resources, Inc.s obligations under the Plan
in the event IndyMac Resources, Inc. fails to perform them.
 16.4
    
    Nonassignability. Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof. Such amounts are, and all rights to which are expressly
declared to be, unassignable and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for
the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or
any other person, be transferable by operation of law in the event of a Participants or any
other persons bankruptcy or insolvency or be transferable to a spouse as a result of a
property settlement or otherwise.
 16.5
    
    Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to
constitute a contract of employment between any Employer and a Participant. Such employment
is hereby acknowledged to be an at will employment relationship that can be terminated at
any time for any reason, or no reason, with or without cause, and with or without notice,
unless expressly provided in a written employment agreement between a Participant and his or
her Employer. Nothing in this Plan shall be deemed to give a Participant the right to be
retained in the service of any Employer as an Employee or a Director, or to interfere with the
right of any Employer to discipline or discharge the Participant at any time.
 16.6
    
    Furnishing Information. A Participant or his or her Beneficiary will cooperate with the
Committee by furnishing any and all information requested by the Committee and take such other
actions as may be requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to taking such physical examinations
as the Committee may deem necessary.
 16.7
    
    Terms. Whenever any words are used herein in the masculine, they shall be construed as
though they were in the feminine in all cases where they would so apply;
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and whenever any words are used herein in the singular or in the plural, they shall be
construed as though they were used in the plural or the singular, as the case may be, in all
cases where they would so apply.
 16.8
    
    Captions. The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.
 16.9
    
    Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of the State of California without regard to its
conflicts of law principles.
 16.10
    
    Notice. Any notice or filing required or permitted to be given to the Committee under this
Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified
mail, to the address below:
 
 Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.
Alternatively, the Committee may approve alternative methods of delivery, including
electronic or online methods, from time to time. Participants will receive written
notification of any such alternative delivery methods.Any notice or filing required or permitted to be given to a Participant under this Plan
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Participant.16.11
    
    Successors. The provisions of this Plan shall bind and inure to the benefit of the
Participants Employer and its successors and assigns and the Participant and the
Participants designated Beneficiaries.16.12
    
    Spouses Interest. The interest in the benefits hereunder of a spouse of a Participant who
has predeceased the Participant shall automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not limited to such spouses will,
nor shall such interest pass under the laws of intestate succession.16.13
    
    Validity. In case any provision of this Plan shall be illegal or invalid for any reason,
said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall
be construed and enforced as if such illegal or invalid provision had never been inserted
herein.16.14
    
    Incompetent. If the Committee determines in its discretion that a benefit under this Plan
is to be paid to a minor, a person declared incompetent or to a person incapable of handling
the disposition of that persons property, the Committee may direct
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payment of such benefit to the guardian, legal representative or person having the care and
custody of such minor, incompetent, or incapable person. The Committee may require proof of
minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to
distribution of the benefit. Any payment of a benefit shall be a payment for the account of
the Participant and the Participants Beneficiary, as the case may be, and shall be a
complete discharge of any liability under the Plan for such payment amount.
 16.15
    
    Domestic Relations Order. The Committee is authorized to accelerate the time or schedule of
any payment, or to make a payment under the Plan to an individual other than a Participant, to
the extent necessary to fulfill a domestic relations order, as such term is defined in Code
Section 414(p)(1)(B). In no event shall any Participant have a direct or indirect election as
to whether the Committees discretion will be exercised in such an event. The Plan may charge
the Participants account for actual legal expenses and costs if the Plan consults with legal
counsel regarding the status of the order.
 16.16
    
    Distribution in the Event of Taxation:
 (a)
    
    Income Inclusion under Section 409A. If, for any reason, the Plan fails to
meet the requirements of Code Section 409A and the regulations promulgated thereunder
and a Participant is required to include an amount in income as a result of such
failure, the Committee is authorized to accelerate the time or schedule of a payment,
or to make a payment under the Plan; provided that such payment may not exceed the
amount required to be included in income as a result of such failure. In no event
shall any Participant have a direct or indirect election as to whether the Committees
discretion will be exercised in such an event.(b)
    
    Payment of Employment Taxes. The Committee is authorized to accelerate the
time or schedule of any payment, or to make a payment under the Plan to pay (i) the
Federal Insurance Contributions Act (FICA) tax imposes under Code Sections 3101,
3121(a), and 3121(v)(2), where applicable, on compensation deferred under the Plan,
(ii) the income tax at source on wages imposed under Code Section 3401 or the
corresponding withholding provisions of applicable state, local, or foreign tax laws as
a result of the payment of the FICA amount, and (iii) the additional income tax at
source on wages attributable to the pyramiding Code Section 3401 wages and taxes;
provided that such payment may not exceed the aggregate of the FICA amount and the
income tax withholding related to such FICA amount. In no event shall any Participant
have a direct or indirect election as to whether the Committees discretion will be
exercised in such an event.
 16.17
    
    Insurance. The Employers, on their own behalf or on behalf of the trustees of the Trust,
and, in their sole discretion, may apply for and procure insurance on the life of the
Participant, in such amounts and in such forms as the Trust may choose. The Employers or the
trustees of the Trust, as the case may be, shall be the sole owner and
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beneficiary of any such insurance. The Participant shall have no interest whatsoever in any
such policy or policies, and at the request of the Employers shall submit to medical
examinations and supply such information and execute such documents as may be required by
the insurance company or companies to whom the Employers have applied for insurance.
 16.18
    
    Legal Fees To Enforce Rights After Change in Control. It is the intent of the Company that
a Participant not be required to incur legal fees and related expenses associated with the
interpretation, enforcement or defense of the Participants rights in connection with any
dispute arising under this Plan following a Change in Control. Accordingly, if, following a
Change in Control, it should appear to any Participant that the Company, the Participants
Employer or any successor corporation has failed to comply with any of its obligations under
the Plan or any agreement thereunder or, if the Company, such Employer or any other person
takes or threatens to take any action to declare the Plan void or unenforceable or institutes
any proceeding or other legal action designed to deny, diminish or to recover from any
Participant the benefits provided or intended to be provided to the Participant hereunder,
then the Company and the Participants Employer irrevocably authorize such Participant to
retain counsel of his or her choice to advise and represent such Participant in connection
with any such dispute or proceeding, whether by or against the Company, the Participants
Employer or any director, officer, shareholder or other person affiliated with the Company,
the Participants Employer or any successor thereto in any jurisdiction, and the Company or
the Participants Employer (which shall be jointly and severally liable) shall reimburse the
Participant for all legal fees and expenses actually incurred by the Participant in connection
with any such dispute or proceeding. All such payments shall be made within 10 business days
after delivery of the Participants respective written requests for payment accompanied with
such evidence of fees and expenses incurred as the Company or the Participants Employer may
reasonably require, but in no event shall any such payment be made later than the last day of
the Participants tax year following the Participants tax year in which the fee or expense
was incurred. Notwithstanding the foregoing, the Companys and the Participants Employers
reimbursement obligations pursuant to this Section 16.18 shall be limited to expenses incurred
during the Participants lifetime, and the amount of expenses eligible for reimbursement
during a given taxable year of the Participant shall not affect the expenses eligible for
reimbursement in any other taxable year. The Participants right to reimbursement pursuant to
this Section 16.18 shall not be subject to liquidation or exchange for another benefit.
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Company
IndyMac Bank, F.S.B., a federally chartered savings
bankDate:  October 12, 2007
    By:
    /s/ RAYMAN K. MATHODAName:
    Rayman K. MathodaTitle:
    EVP, Chief People and Efficiency Officer,
IndyMac Bank, F.S.B. - 30 -