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                                                                    Exhibit 10.6

                              INDYMAC BANK, F.S.B.
                           DEFERRED COMPENSATION PLAN

            (AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 15, 2003)

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                               TABLE OF CONTENTS

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HISTORY AND PURPOSE..............................................................................     1

ARTICLE 1     DEFINITIONS........................................................................     1

ARTICLE 2     SELECTION, ENROLLMENT, ELIGIBILITY.................................................     8
    2.1     Selection by Committee...............................................................     8
    2.2     Enrollment Requirements..............................................................     8
    2.3     Eligibility; Commencement of Participation...........................................     8
    2.4     Termination of Participation and/or Deferrals........................................     8

ARTICLE 3     DEFERRAL COMMITMENTS/CREDITING/TAXES...............................................     9
    3.1     Minimum Deferral:....................................................................     9
    3.2     Maximum Deferral:....................................................................     9
    3.3     Election to Defer; Effect of Election Form:..........................................    10
    3.4     Withholding of Annual Deferral Amounts...............................................    11
    3.5     Annual Company Matching Amount.......................................................    11
    3.6     Rollover Amount......................................................................    11
    3.7     Investment of Trust Assets...........................................................    11
    3.8     Vesting..............................................................................    11
    3.9     Crediting of Account Balances........................................................    13
    3.10    FICA and Other Taxes.................................................................    14

ARTICLE 4     SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL
EMERGENCIES; WITHDRAWAL ELECTION.................................................................    14
    4.1     Short-Term Payout....................................................................    14
    4.2     Other Benefits Take Precedence Over Short-Term.......................................    15
    4.3     Withdrawal Payout/Suspensions for Unforeseeable
            Financial Emergencies................................................................    15
    4.4     Withdrawal Election..................................................................    15

ARTICLE 5     RETIREMENT BENEFIT.................................................................    16
    5.1     Retirement Benefit...................................................................    16
    5.2     Payment of Retirement Benefit........................................................    16
    5.3     Death Prior to Completion of Retirement Benefit......................................    16

ARTICLE 6     PRE-RETIREMENT SURVIVOR BENEFIT....................................................    16
    6.1     Pre-Retirement Survivor Benefit......................................................    16
    6.2     Payment of Pre-Retirement Survivor Benefit...........................................    16
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ARTICLE 7     TERMINATION BENEFIT................................................................    17
    7.1     Termination Benefit..................................................................    17
    7.2     Payment of Termination Benefit.......................................................    17

ARTICLE 8     DISABILITY WAIVER AND BENEFIT......................................................    17
    8.1     Disability Waiver:...................................................................    17
    8.2     Continued Eligibility; Disability Benefit............................................    18

ARTICLE 9     BENEFICIARY DESIGNATION............................................................    18
    9.1     Beneficiary..........................................................................    18
    9.2     Beneficiary Designation; Change; Spousal Consent.....................................    18
    9.3     Acknowledgment.......................................................................    19
    9.4     No Beneficiary Designation...........................................................    19
    9.5     Doubt as to Beneficiary..............................................................    19
    9.6     Discharge of Obligations.............................................................    19

ARTICLE 10    LEAVE OF ABSENCE...................................................................    19
    10.1    Paid Leave of Absence................................................................    19
    10.2    Unpaid Leave of Absence..............................................................    19

ARTICLE 11    TERMINATION, AMENDMENT OR MODIFICATION.............................................    20
    11.1    Termination..........................................................................    20
    11.2    Amendment............................................................................    20
    11.3    Plan Agreement.......................................................................    21
    11.4    Effect of Payment....................................................................    21

ARTICLE 12    ADMINISTRATION.....................................................................    21
    12.1    Committee Duties.....................................................................    21
    12.2    Agents...............................................................................    21
    12.3    Binding Effect of Decisions..........................................................    21
    12.4    Indemnity of Committee...............................................................    21
    12.5    Employer Information.................................................................    22

ARTICLE 13    OTHER BENEFITS AND AGREEMENTS......................................................    22
    13.1    Coordination with Other Benefits.....................................................    22

ARTICLE 14    CLAIMS PROCEDURES..................................................................    22
    14.1    Presentation of Claim................................................................    22
    14.2    Notification of Decision.............................................................    22
    14.3    Review of a Denied Claim.............................................................    23
    14.4    Decision on Review...................................................................    23
    14.5    Legal Action.........................................................................    23
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ARTICLE 15    TRUST..............................................................................    23
    15.1    Establishment of the Trust...........................................................    23
    15.2    Interrelationship of the Plan and the Trust..........................................    23
    15.3    Distributions From the Trust.........................................................    23

ARTICLE 16    MISCELLANEOUS......................................................................    24
    16.1    Status of Plan.......................................................................    24
    16.2    Unsecured General Creditor...........................................................    24
    16.3    Employer's Liability.................................................................    24
    16.4    Nonassignability.....................................................................    24
    16.5    Not a Contract of Employment.........................................................    24
    16.6    Furnishing Information...............................................................    25
    16.7    Terms................................................................................    25
    16.8    Captions.............................................................................    25
    16.9    Governing Law........................................................................    25
    16.10   Notice...............................................................................    25
    16.11   Successors...........................................................................    25
    16.12   Spouse's Interest....................................................................    25
    16.13   Validity.............................................................................    25
    16.14   Incompetent..........................................................................    26
    16.15   Court Order..........................................................................    26
    16.16   Distribution in the Event of Taxation:...............................................    26
    16.17   Insurance............................................................................    26
    16.18   Legal Fees To Enforce Rights After Change in Control.................................    27
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                              INDYMAC BANK, F.S.B.
                           DEFERRED COMPENSATION PLAN
            (AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 15, 2003)

                               HISTORY AND PURPOSE

         The IndyMac Bank, F.S.B. Deferred Compensation Plan was established
effective as of July 1, 1997 as the IndyMac, Inc. Deferred Compensation Plan and
was assumed by IndyMac Bank, F.S.B. ("IndyMac Bank"), formerly known as First
Federal Savings and Loan Association of San Gabriel Valley ("First Federal")
effective as of July 1, 2000 following IndyMac Bancorp, Inc.'s ("IndyMac
Bancorp") (formerly known as INMC Mortgage Holdings, Inc.) acquisition of SGV
Bancorp, Inc., parent company of First Federal, to provide specified benefits to
a select group of management and highly compensated employees and directors who
contribute materially to the continued growth, development, and future business
success of IndyMac Bank and its affiliates. Effective as of January 1, 2001, the
INMC Mortgage Holdings, Inc. Deferred Compensation Plan was merged into this
Plan and IndyMac Bancorp adopted the Plan for the benefit of a select group of
its employees and directors. Effective as of September 15, 2003 (the
"Restatement Date"), the Plan was amended, restated, and continued in the form
set forth below. Each Participant's Cash Account Balance on the Restatement Date
will be substituted for the Participant's Account Balance immediately prior to
the Restatement Date, and each Participant's Cash Deferral Account on the
Restatement Date will equal the Participant's Deferral Account immediately prior
to the Restatement Date. This Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA.

                                   ARTICLE 1
                                   DEFINITIONS

         For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Annual Bonus" shall mean any annual 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 annual bonus and cash
         incentive plans.

1.2      "Annual Cash Deferral Amount" shall mean that portion of a
         Participant's Base Annual Salary, Annual Bonus, Commissions, 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
         Dividends payable on Stock Compensation that a Non-Employee Director
         elects to have, and is deferred, in accordance with Article 3, for any
         one Plan Year, and Dividends payable during any one Plan Year on Stock
         Units previously credited to a Participant's Stock Deferral Account. In
         the event of a Participant's Retirement, Disability (if deferrals cease
         in accordance with Section 8.1), 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.

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1.3      "Annual Company Matching Amount" shall mean, for any one Plan Year, the
         amount determined in accordance with Section 3.5.

1.4      "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 on
         December 31 of each Plan Year or within a reasonable period of time
         thereafter. For example, if a Participant Retires on June 30, 2001, and
         he or she elects the Annual Installment Method, the first equal
         installment shall be payable no later than 60 days after Retirement,
         the next equal installment shall be payable on December 31, 2001, and
         each remaining equal installment shall be payable on December 31 of
         each consecutive year.

1.5      "Annual Stock Deferral Amount" shall mean that portion of a
         Non-Employee Director's Stock Compensation that a Non-Employee Director
         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 Annual Bonuses, Commissions,
         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,
         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, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.10     "Board" shall mean the board of directors of the Company.

1.11     "Cash Account Balance" shall mean, with respect to a Participant, the
         sum of: (i) the Cash Deferral Account; (ii) the vested portion of the
         Company Matching Account balance; and (iii) the Rollover Account
         balance. This account, and each other specified account, shall be a
         bookkeeping entry only and shall be utilized solely as a

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         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.

1.12     "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.

1.13     "CCI" shall mean Countrywide Credit Industries, Inc., a Delaware
         corporation.

1.14     "Change in Control" shall mean:

         (a)      Approval by the shareholders of the Company and/or Bancorp of
                  the dissolution or liquidation of the Company and/or Bancorp;

         (b)      Approval by the shareholders of the Company and/or Bancorp of
                  an agreement of merger or consolidation, or other
                  reorganization, with or into one or more entities that are not
                  subsidiaries or affiliates, as a result of which less than
                  twenty-five percent (25%) of the outstanding voting securities
                  of the surviving or resulting entity immediately after the
                  reorganization are, or will be, owned by shareholders of the
                  Company and/or Bancorp immediately before such reorganization
                  (assuming for purposes of such determination that there is no
                  change in the record ownership of the Company's and/or
                  Bancorp's securities from the record date for such approval
                  until such reorganization);

         (c)      Approval by the shareholders of the Company and/or Bancorp of
                  the sale of substantially all of the Company's and/or
                  Bancorp's business and/or assets to a person or entity which
                  is not a subsidiary or other affiliate;

         (d)      Any "person" (as such term is used in Sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934 ("Exchange Act")
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Exchange Act), directly or indirectly, of securities of
                  the Company and/or Bancorp representing more than twenty-five
                  percent (25%) of the combined voting power of the Company's
                  and/or Bancorp's then outstanding securities entitled to then
                  vote generally in the election of directors of the Company
                  and/or Bancorp; or

         (e)      During any period not longer than two consecutive years,
                  individuals who at the beginning of such period constituted
                  the Board and/or Board of Directors of Bancorp cease to
                  constitute at least a majority thereof, unless the election,
                  or the nomination for election by the Company's and/or
                  Bancorp's shareholders, of each new board member was approved
                  by a vote of at least a majority of the board members then
                  still in office who were board members at the beginning of
                  such period (including for these purposes, new members whose
                  election or nomination was so approved, but, in the case of
                  successors to such new members, without duplication).

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1.15     "Claimant" shall have the meaning set forth in Section 14.1.

1.16     "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.17     "Commissions" shall mean any cash compensation, in addition to Base
         Annual Salary and Annual Bonus, paid in a calendar year by any Employer
         to a Participant in the form of commissions.

1.18     "Committee" shall mean the committee described in Article 12.

1.19     "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.

1.20     "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.

1.21     "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 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.

1.22     "Director" shall mean any member of the board of directors of any
         Employer.

1.23     "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.

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1.24     "Disability" shall mean a period of disability during which a
         Participant qualifies for permanent disability benefits under the
         Participant's Employer's long-term disability plan, or, if a
         Participant does not participate in such a plan, a period of disability
         during which the Participant would have qualified for permanent
         disability benefits under such a plan had the Participant been a
         participant in such a plan, as determined in the sole discretion of the
         Committee. If the Participant's Employer does not sponsor such a plan,
         or discontinues to sponsor such a plan, Disability shall be determined
         by the Committee in its sole discretion.

1.25     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.26     "Dividends" shall mean the dividends payable on the shares of Stock
         equal to the number of Stock Units credited to a Participant's Stock
         Deferral Account.

1.27     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.28     "Employee" shall mean a person who is an employee of any Employer.

1.29     "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.

1.30     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as amended.

1.31     "Fair Market Value" shall have the same meaning as that phrase is used
         in the IndyMac Bancorp, Inc. 2002 Incentive Plan (or any successor
         plan).

1.32     "Non-Employee Director" shall mean each Director who is not an employee
         of the Company or any affiliate of the Company.

1.33     "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 signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan, and (vi) whose Plan Agreement 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.

1.34     "Plan" shall mean the IndyMac Bank, F.S.B. Deferred Compensation Plan,
         which shall be evidenced by this instrument and by each Plan Agreement,
         as they may be amended from time to time.

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1.35     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between a Participant and
         the Participant's Employer. The Plan Agreement(s) executed by a
         Participant and the Participant's Employer(s) shall provide for the
         entire benefit to which such Participant is entitled under the Plan;
         should there be more than one Plan Agreement with an Employer, the Plan
         Agreement bearing the latest date of acceptance by that Employer shall
         supersede all previous Plan Agreements with that Employer in their
         entirety and shall govern such entitlement. The terms of any Plan
         Agreement may be different for any Participant, and any Plan Agreement
         may provide additional benefits not set forth in the Plan or limit the
         benefits otherwise provided under the Plan; provided, however, that any
         such additional benefits or benefit limitations must be agreed to by
         both the Participant and the Participant's Employer.

1.36     "Plan Year" shall mean, a period beginning January 1 of each calendar
         year and continuing through December 31 of such calendar year.

1.37     "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
         Article 6.

1.38     "Restricted Stock", "Restricted Stock Unit" or "Stock Unit" shall have
         the same meanings as are used in the IndyMac Bancorp, Inc. 2002
         Incentive Plan (or any successor plan).

1.39     "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 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.

1.40     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.41     "Rollover Account" shall mean: (i) the sum of a Participant's Rollover
         Amount; plus (ii) amounts credited in accordance with all the
         applicable crediting provisions of this Plan that relate to the
         Participant's Rollover Account; less (iii) all distributions made to
         the Participant or his or her Beneficiary pursuant to this Plan that
         relate to his or her Rollover Account.

1.42     "Rollover Amount" shall mean the amount determined in accordance with
         Section 3.6.

1.43     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

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1.44     "Stock" shall mean shares of Common Stock of Bancorp.

1.45     "Stock Deferral Account" or "Stock Account Balance" shall mean: (i) the
         sum of the Annual Stock Deferral Amounts; plus (ii) amounts credited in
         accordance with all the applicable crediting provisions of this Plan
         that relate to the 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 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.

1.46     "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 Director Equity Award provisions of the IndyMac
         Bancorp, Inc. 2002 Incentive Plan (or any successor plan).

1.47     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.48     "Termination of Employment" shall mean the severing of employment with
         all Employers or service as a Director with all Employers, voluntarily
         or involuntarily, for any reason other than Retirement, Disability,
         death or an authorized leave of absence. If a Participant is both an
         Employee and a Director, a Termination of Employment shall occur only
         upon the termination of the last position held; provided, however, that
         such a Participant may elect, at least one year before Termination of
         Employment and in accordance with the policies and procedures
         established by the Committee, to be treated for purposes of this Plan
         as having experienced a Termination of Employment at the time he or she
         ceases employment with an Employer as an Employee.

1.49     "Trust" shall mean the Master Trust Agreement for IndyMac Bank, F.S.B.
         Deferred Compensation Plan.

1.50     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

1.51     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

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         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      ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
         Employee and/or Director shall complete, execute and return to the
         Committee a Plan Agreement, an Election Form and a 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      ELIGIBILITY; 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 returning all required documents to the Committee 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 be eligible to participate
         in the Plan until the first day of the Plan Year following the delivery
         to and acceptance by the Committee of the required documents.

2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in which
         the Participant's membership status changes, (ii) prevent the
         Participant from making future deferral elections and/or (iii)
         immediately distribute the Participant's then Cash Account Balance and
         Stock Account Balance as a Termination Benefit and terminate the
         Participant's participation in the Plan.

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                                   ARTICLE 3
                      DEFERRAL COMMITMENTS/CREDITING/TAXES

3.1      MINIMUM DEFERRAL:

         (a)      BASE ANNUAL SALARY, ANNUAL BONUS, COMMISSIONS, AND DIRECTORS
                  FEES. Subject to Section 3.3 below, for each Plan Year, a
                  Participant may elect to defer his or her Base Annual Salary,
                  Annual Bonus, Commissions, and/or Directors Fees, provided
                  that the amounts so elected for that Plan Year total, in the
                  aggregate, at least $2,000. If no election is made, the amount
                  deferred shall be zero.

         (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 Stock Compensation under the Plan.
                  For Stock Compensation deferred by a Non-Employee Director
                  pursuant to Section 3.3, the Non-Employee Director's 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. For Stock Compensation deferred
                  pursuant to Section 3.3, the Dividends accrued and payable
                  with respect to such Stock Compensation from the date the
                  related Stock Compensation was granted to the Non-Employee
                  Director by an Employer through the date the Stock
                  Compensation is deferred by a Non-Employee Director pursuant
                  to Section 3.3, shall be credited to the Non-Employee
                  Director's Cash Deferral Account.

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, Annual
                  Bonus, Commissions, and/or Directors Fees, and as his or her
                  Annual Stock Deferral Amount, Stock Compensation, up to the
                  following maximum percentages for each deferral elected:

                                       9
<PAGE>

<TABLE>
<CAPTION>
    Deferral            Maximum Amount
------------------      --------------
<S>                     <C>
Base Annual Salary            0%

Annual Bonus                 50%

Commissions                  50%

Directors Fees               50%

Stock Compensation          100%
</TABLE>

         (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, Annual Bonus, 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,
                  Annual Bonus, Commissions, and/or Directors Fees for the
                  entire Plan Year. However, if a Participant, prior to the
                  first date that he or she entered the Plan, performed services
                  related to the Annual Bonus that the Participant earned for
                  the Plan Year that he or she first entered the Plan, then such
                  Participant may not defer any portion of the Annual Bonus that
                  the Participant earned for the Plan Year that he or she first
                  entered the Plan.

3.3      ELECTION TO DEFER; 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,
                  along with such other elections as the Committee deems
                  necessary or desirable under the Plan. For these elections to
                  be valid, the election forms must be completed and signed by
                  the Participant, timely delivered to the Committee (in
                  accordance with Section 2.2 above) and accepted by the
                  Committee.

         (b)      SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an
                  irrevocable deferral 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 delivered for a Plan Year, the Annual Cash
                  Deferral Amount and/or Annual Stock Deferral Amount shall be
                  zero for that Plan Year.

                                       10
<PAGE>

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 Annual Bonus, Commissions,
         Directors Fees, and/or Dividends portion of the Annual Cash Deferral
         Amount shall be withheld at the time the Annual Bonus, Commissions,
         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      ROLLOVER AMOUNT. If a Participant transfers employment from CCI to the
         Company, and if the Participant had an account balance in the
         Countrywide Credit Industries, Inc. Deferred Compensation Plan (the
         "CCI Plan") as of the date of such transfer, the Participant's CCI Plan
         account balance, as determined as of that date, shall be transferred on
         such date to and added to the Participant's Cash Account Balance, and
         shall thereafter be governed by the terms and conditions of this Plan,
         and shall be referred to as the "Rollover Amount." In addition, any
         elections made by the Participant with respect to his or her account
         balance under the CCI Plan shall apply to the Rollover Amount under
         this Plan and any elections made by the Participant with respect to his
         or her annual deferral amount for the plan year of transfer under the
         CCI Plan shall apply to the Participant's Annual Cash Deferral Amount
         for the Plan Year of transfer under this Plan.

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 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 AND ROLLOVER ACCOUNT. A Participant
                  shall at all times be 100% vested in his or her Cash Deferral
                  Account and Rollover 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).

                                       11
<PAGE>

         (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:

<TABLE>
<CAPTION>
                                   Vested Percentage of
                                      Annual Company
                                      Matching Amount
        Years of Service           and Interest Thereon
--------------------------------   --------------------
<S>                                <C>
        Less than 1 year                     0%
 1 year or more, but less than 2            20%
2 years or more, but less than 3            40%
3 years or more, but less than 4            60%
4 years or more, but less than 5            80%
         5 years or more                   100%
</TABLE>

                  Notwithstanding anything to the contrary contained in this
                  Section 3.8(b), in the event of his or her Retirement,
                  Disability or a Change in Control, a Participant's Company
                  Matching Account shall immediately become 100% vested.

         (c)      STOCK DEFERRAL ACCOUNT. Except as provided in Section 3.8(d),
                  a Participant shall be vested in each of his or her respective
                  Annual Stock Deferral Amounts, and the Dividends relating to
                  the Stock Units underlying such Annual Stock Deferral Amounts,
                  if any, as follows:

<TABLE>
<CAPTION>
     Years of Service Earned
      After the Grant Date         Vested Percentage of Each
       of Each Respective            Annual Stock Deferral
        Stock Unit Award                   Amount
--------------------------------   -------------------------
<S>                                <C>
        Less than 1 year                       0%
 1 year or more, but less than 2              33%
2 years or more, but less than 3              33%
         3 years or more                      34%
</TABLE>

                  Notwithstanding anything to the contrary contained in this
                  Section 3.8(c), in the event of his or her Death, Retirement,
                  Disability or a Change in Control, a Participant's Stock
                  Deferral Account shall immediately become 100% vested.

         (c)      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

                                       12
<PAGE>

                  receive any or all payments otherwise due hereunder in respect
                  of such Participant's Company Matching Account or 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(d) 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 or 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 (a)
                  interest and such interest shall be credited daily, and (b)
                  Dividends, to the extent the distribution occurs after a
                  dividend record date but before the related dividend payment
                  date. The interest rate used to credit the Participant's Cash
                  Account Balance shall be the rate provided for in Section
                  3.9(d) below. If a 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 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 Stock Deferral Account, a
                  Participant's Stock Deferral Account will be adjusted in
                  accordance with the provisions of the IndyMac Bancorp, Inc.
                  2002 Incentive Plan (or any successor plan) relating to
                  adjustments to reflect mergers, consolidations, and changes in
                  capitalization of Bancorp.

                                       13
<PAGE>

         (c)      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(d) below for the Plan Year in which installment
                  payments commence and the interest rate provided for in
                  Section 3.9(d) 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(d) 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(b) above.

         (d)      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, Annual Bonus and/or Commissions that is not being deferred. If
         necessary, the Committee shall reduce the Annual Cash Deferral Amount
         and/or Annual 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 or Annual 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 and/or Annual
         Stock Deferral Amount. Subject to the Deduction Limitation, the
         Short-Term Payout shall be equal to the sum of the Annual Cash Deferral
         Amount and the Annual 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 five Plan Years after the last day of
         the Plan

                                       14
<PAGE>

         Year to which the Annual Cash Deferral Amount and/or Annual 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, 2001, the Short-Term Payout can become payable no earlier
         than the 60 day period commencing on January 1, 2006.

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 or Annual 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.

4.4      WITHDRAWAL ELECTION. A Participant (or, after a Participant's death,
         his or her Beneficiary) may elect, at any time, to withdraw all of his
         or her Cash Account Balance or Stock Account Balance, calculated as if
         there had occurred a Termination of Employment as of the day of the
         election, less a withdrawal penalty equal to 10% of such amount (the
         net amount shall be referred to as the "Withdrawal Amount"). This
         election can be made at any time, before or after Retirement,
         Disability, death or Termination of Employment, and whether or not the
         Participant (or Beneficiary) is in the process of being paid pursuant
         to an installment payment schedule. If made before Retirement,
         Disability or death, a Participant's Withdrawal Amount shall be the sum
         of his or her Cash Account Balance and Stock Account Balance calculated
         as if there had occurred a Termination of Employment as of the day of
         the election. No partial withdrawals of the Withdrawal Amount shall be
         allowed. The Participant (or his or her Beneficiary) shall make this
         election by giving the Committee advance written notice of the election
         in a form determined from time to time by the Committee. The
         Participant (or his or her Beneficiary) shall be paid the Withdrawal
         Amount within 60 days of his or her election. Once the Withdrawal
         Amount is paid, the Participant's participation in the Plan shall
         terminate and the Participant shall not be eligible to participate in
         the Plan again during the remainder of that Plan Year and the next
         three (3) Plan Years. The payment of this Withdrawal Amount shall not
         be subject to the Deduction Limitation.

                                       15
<PAGE>

                                   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. A Participant, in connection with his or
         her commencement of participation in the Plan, shall 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.
         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. 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. 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 settled
         in cash at its Fair Market Value).

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 (a) 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, or (b) in a
         lump sum, if requested by the Beneficiary and allowed in the sole
         discretion of the Committee, that is equal to the sum of the
         Participant's unpaid remaining Cash Account Balance and Stock Account
         Balance.

                                   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,
         experiences a Termination of Employment or suffers a Disability.

6.2      PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in
         connection with his or her commencement of participation in the Plan,
         shall elect on an Election Form whether the Pre-Retirement Survivor
         Benefit shall be received by his or her Beneficiary in a lump sum or
         pursuant to an Annual Installment Method of 5, 10, 15

                                       16
<PAGE>

         or 20 years. 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 in its
         sole discretion. 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. Despite the foregoing, if the sum of the Participant's Cash
         Account Balance and Stock Account Balance at the time of his or her
         death is less than $25,000, payment of the Pre-Retirement Survivor
         Benefit may be made, in the sole discretion of the Committee, in a lump
         sum or pursuant to an Annual Installment Method of not more than 5
         years. The lump sum payment shall be made, or installment payments
         shall commence, no later than 60 days after the date the Committee is
         provided with proof that is satisfactory to the Committee of the
         Participant's death. 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. If the sum of the Participant's Cash
         Account Balance and Stock Account Balance at the time of his or her
         Termination of Employment is less than $25,000, payment of his or her
         Termination Benefit shall be paid in a lump sum. If the sum of his or
         her Cash Account Balance and Stock Account Balance at such time is
         equal to or greater than that amount, the Committee, in its sole
         discretion, may cause the Termination Benefit to be paid in a lump sum
         or pursuant to an Annual Installment Method of not more than fifteen
         (15) years. The lump sum payment shall be made, or installment payments
         shall commence, no later than 60 days after the date the date of the
         Participant's Termination of Employment. Any payment made shall be
         subject to the Deduction Limitation.

                                   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 and/or Annual Stock Deferral Amount commitment that
                  would otherwise have been withheld from a Participant's Base
                  Annual Salary, Annual Bonus, Commissions, Directors Fees and
                  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

                                       17
<PAGE>

                  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 and an Annual Stock Deferral
                  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 delivered to 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. Notwithstanding the above, the Committee shall have the right
         to, in its sole and absolute discretion and for purposes of this Plan
         only, and must in the case of a Participant who is otherwise eligible
         to Retire, deem the Participant to have experienced a Termination of
         Employment, or in the case of a Participant who is eligible to Retire,
         to have Retired, at any time (or in the case of a Participant who is
         eligible to Retire, as soon as practicable) after such Participant is
         determined to be suffering a Disability, in which case the Participant
         shall receive a Disability Benefit equal to the sum of his or her Cash
         Account Balance and Stock Account Balance at the time of the
         Committee's determination; provided, however, that should the
         Participant otherwise have been eligible to Retire, he or she shall be
         paid in accordance with Article 5. The Disability Benefit shall be paid
         in a lump sum or, upon a Participant's request and in the Committee's
         sole discretion, installment payments over not more than 5 years. The
         lump sum payment shall be made, or installment payments shall commence,
         within 60 days of the Committee's exercise of its right to deem a
         Participant to have experienced a Termination of Employment. Any
         payment made shall be subject to the Deduction Limitation.

                                   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

                                       18
<PAGE>

         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.

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, and that Participant's Plan Agreement(s) shall
         terminate upon such full payment of benefits.

                                   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 and Annual 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

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<PAGE>

         election, if any, made for that Plan Year. If no election was made for
         that Plan Year, no deferral shall be withheld.

                                   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, the Plan Agreements 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 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; provided, however, that the Employer

                                       20
<PAGE>

         shall have the right to accelerate installment payments 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, using a reasonable discount rate selected by the
         Committee from time to time).

11.3     PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above,
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Participant's Employer may only
         amend or terminate such provisions with the consent of the Participant.

11.4     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 Plan Agreement shall terminate.

                                   ARTICLE 12
                                 ADMINISTRATION

12.1     COMMITTEE DUTIES. This Plan shall be administered by the 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.

                                       21
<PAGE>

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 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.

                                       22
<PAGE>

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

         (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
         and the Plan Agreement 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.

                                       23
<PAGE>

                                   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.

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 in the
         future.

16.3     EMPLOYER'S LIABILITY. If an Employer enters into a Plan Agreement with
         a Participant, then only that Employer shall be liable for the benefits
         that the Participant earns during the time that the Plan Agreement is
         in effect with 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, which 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. 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.

                                       24
<PAGE>

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; 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:

                           Committee DCP
                           IndyMac Bank, F.S.B.
                           155 N. Lake Avenue
                           Pasadena, CA  91101

         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.


         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

                                       25
<PAGE>

         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 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    COURT ORDER. The Committee is authorized to make any payments directed
         by court order in any action in which the Plan or the Committee has
         been named as a party. In addition, if a court determines that a spouse
         or former spouse of a Participant has an interest in the Participant's
         benefits under the Plan in connection with a property settlement or
         otherwise, the Committee, in its sole discretion, shall have the right,
         notwithstanding any election made by a Participant, to immediately
         distribute the spouse's or former spouse's interest in the
         Participant's benefits under the Plan to that spouse or former spouse.

16.16    DISTRIBUTION IN THE EVENT OF TAXATION:

         (a)      IN GENERAL. If, for any reason, all or any portion of a
                  Participant's benefits under this Plan becomes taxable to the
                  Participant prior to receipt, a Participant may petition the
                  Committee before a Change in Control, or the trustees of the
                  Trust after a Change in Control, for a distribution of that
                  portion of his or her benefit that has become taxable. Upon
                  the grant of such a petition, which grant shall not be
                  unreasonably withheld (and, after a Change in Control, shall
                  be granted), a Participant's Employer shall distribute to the
                  Participant immediately available funds in an amount equal to
                  the taxable portion of his or her benefit (which amount shall
                  not exceed the sum of a Participant's unpaid Cash Account
                  Balance and Stock Account Balance under the Plan). If the
                  petition is granted, the tax liability distribution shall be
                  made within 90 days of the date when the Participant's
                  petition is granted. Such a distribution shall affect and
                  reduce the benefits to be paid under this Plan.

         (b)      TRUST. If the Trust terminates in accordance with Section
                  3.6(e) of the Trust and benefits are distributed from the
                  Trust to a Participant in accordance with that Section, the
                  Participant's benefits under this Plan shall be reduced to the
                  extent of such distributions.

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

                                       26
<PAGE>

         Employers or the trustees of the Trust, as the case may be, shall be
         the sole owner and 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. The Company and
         each Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of a Participant's Employer (which
         might then be composed of new members) or a shareholder of the Company
         or the Participant's Employer, or of any successor corporation might
         then cause or attempt to cause the Company, the Participant's Employer
         or such successor to refuse to comply with its obligations under the
         Plan and might cause or attempt to cause the Company or the
         Participant's Employer to institute, or may institute, litigation
         seeking to deny Participants the benefits intended under the Plan. In
         these circumstances, the purpose of the Plan could be frustrated.
         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 any action to declare the Plan void
         or unenforceable or institutes any litigation or other legal action
         designed to deny, diminish or to recover from any Participant the
         benefits intended to be provided, then the Company and the
         Participant's Employer irrevocably authorize such Participant to retain
         counsel of his or her choice at the expense of the Company and the
         Participant's Employer (who shall be jointly and severally liable) to
         represent such Participant in connection with the initiation or defense
         of any litigation or other legal action, 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.

         IN WITNESS WHEREOF, the Company has amended and restated this Plan
document as of September 15, 2003.

                                   "Company"

                                   IndyMac Bank, F.S.B., a federally chartered
                                   savings bank

Date:  ______________________      By:__________________________________________

                                   Title:_______________________________________

                                       27