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EXHIBIT 10.1
 BOARD OF DIRECTORS POLICIES
 Board Compensation Policy & Stock Ownership Requirements
 IndyMac Bancorp Board and IndyMac Bank Board Annual Retainer
   IndyMac Bancorp Board and IndyMac Bank Board Committee Fees
  Committee Chairmen:
    
    $2,500 per meeting for each meeting chaired in a calendar yearCommittee Members:
(including Chairmen)
    
    No separate fee for the first 4 committee meetings (cumulative, for Directors serving on multiple distinct committees) attended in a calendar year$2,500 for each committee meeting attended following the first 4 meetings attended in a calendar year
 General Policies Relating to Payment of Board Committee Fees
 1.
    
    For each IndyMac Bancorp Board Committee for which there is a parallel IndyMac Bank Board
Committee, to the extent a Board Committee fee is payable, only one Board Committee fee will
be paid for attendance at the Bank and Bancorp Board Committee meetings, regardless of whether
the parallel Board Committees meet jointly or separately, on the same day or within one or two
days of each other.
 2.
    
    It is intended that committee fees will be payable only for attendance at formal committee
meetings. Each regular meeting of a Board Committee shall be considered a formal meeting.
In the case of any other meetings, the Chairman of




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each Board Committee will be responsible
for determining whether a formal Board
Committee meeting has occurred and shall so notify the Corporate Secretary and provide the
Corporate Secretary with the names of the Board Committee members who attended such meeting.
 3.
    
    Only Board Committee members will be paid for attendance at a formal Board Committee
meeting, unless the Committee Chairman has specifically requested a non-members attendance
and participation.
 IndyMac Bancorp Board and IndyMac Bank Board Other Fees
  Annual Grant of Equity Awards to Directors
 1.
    
    Each Non-Employee Director who serves on the Bancorp Board and/or the Bank Board shall
receive an annual grant of equity awards (Director Equity Awards) under the 2002 Incentive
Plan, as amended and restated from time to time (the Plan), subject to the following terms.
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Plan. Director Equity Awards shall be granted to Non-Employee Directors in
the form of non-qualified options (NQOs) and Restricted Stock.
 Director Option Awards
 2.
    
    Option Grant. NQOs shall be granted to Non-Employee Directors, as follows:
 a.
    
    On the same date as the annual grant of Awards to Employees under the Plan in each
calendar year after 2005 and during the term of the Plan (the Regular Grant Date), there
shall be granted automatically (without any action by the Committee or the Board) to each
Non-Employee Director then in office an NQO (the Director Option Award) to purchase the
number of shares of Stock of the Company equal to 0.0125% of the issued and outstanding
shares of Stock (excluding any Stock held in treasury by the Company) as of the end of the
preceding fiscal year.
 b.
    
    Upon the election of a newly elected Non-Employee Director, there shall be granted
automatically (without any action by the Committee or the Board) an NQO, the grant date of
which shall be the date of such election, to each newly elected Non-Employee Director (the
New Director Option Award) as follows:
(i) if the Non-Employee Director is elected within six months after the most recent Regular
Grant Date, the New Director Option Award shall cover the same number of shares of Stock
for which Director Option Awards were granted to




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existing Non-Employee Directors on the
most recent Regular Grant Date; and (ii)
if the Non-Employee Director is elected more than six months after the most recent Regular
Grant Date, but prior to the date on which Director Options are granted to existing
Non-Employee Directors, the New Director Option Award shall cover one-half the number of
shares of Stock for which the most recent Director Option Awards were granted to existing
Non-Employee Directors on the most recent Regular Grant Date.c.
    
    In no event shall a Director Option Award granted under paragraph 2(a) above cover
fewer than 3,750 shares of Stock.d.
    
    A Director Option Award and New Director Option Award shall entitle the Non-Employee
Director to purchase shares of Stock at a price equal to the Fair Market Value of the
Stock as of the date the Option is granted.e.
    
    For all subsequent provisions contained herein, Director Option Awards and New
Director Option Awards shall be referred to collectively as Director Option Awards.
 3.
    
    Prior Plan. No Director Option shall be granted under any prior Company incentive
plans to any Non-Employee Director for any calendar year for which a Director Option Award is
granted under the Plan.
 4.
    
    Vesting. A Director Option Award held by a Non-Employee Director will become fully
exercisable on the one-year anniversary of the date of grant. A recipient of a Director
Option Award who ceases to be a Director shall forfeit the Director Option Award if it is not
exercisable immediately prior to his or her date of termination; provided, however, that (i)
if a recipient of a Director Option Award ceases to be a Director by reason of his or her
death or Disability, any portion of the Director Option Award that is not then exercisable
shall become exercisable on his or her date of termination; (ii) if a recipient of a Director
Option Award ceases to be a Director because he or she is not renominated or reelected to the
Board after at least five (5) years service as a Director, and if he or she remains on the
Board until his or her normal term expires, then any portion of the Director Option Award that
is not then exercisable shall become exercisable on his or her date of termination; and (iii)
any Director Option Award that is held by an individual serving as a Director on the date of a
Change in Control that is not then exercisable shall become exercisable on the date of the
Change of Control.
 5.
    
    Exercise. To the extent that a Director Option Award is exercisable, it may be
exercised in whole or in part by filing a written notice with the Stock Award Administrator of
Bancorp at its corporate headquarters prior to the date the Option expires. Such notice shall
specify the number of shares of Stock which the Director elects to purchase, and shall be
accompanied by payment of the exercise price for such shares of Stock indicated by the
Directors election.
 6.
    
    Payment of Purchase Price. Upon exercise of a Director Option Award, the exercise
price shall be paid in full using a method permitted under the Plan.




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7.
    
    Expiration. A Director Option Award granted to a Non-Employee Director shall expire
on the latest date permitted under the Plan. However, in no event shall the Director Option
Award be exercisable after:
 a.
    
    If the termination occurs by reason of the Non-Employee Directors (i) death,(ii)
Disability, or (iii) ceasing to be a Director because he or she is not renominated or
reelected to the Board after at least five (5) years service as a Director, provided that
he or she remains on the Board until his or her normal term expires, the one-year
anniversary of the date of termination of the Director;b.
    
    If the termination occurs by reason of Cause, the date of termination of the
Director; andc.
    
    If the termination occurs for reasons other than as provided in (a) and (b) above,
the three-month anniversary of the date of termination of the Director.
 To the extent that any Director Option Award is not exercised prior to (i) a dissolution of
Bancorp or (ii) a merger or other corporate event that Bancorp does not survive, and no
provision is made for the assumption, conversion, substitution or exchange of the Option, the
Director Option Award shall terminate upon the occurrence of such event.For purposes of this Board Compensation Policy, Cause shall mean, with respect to any
Non-Employee Director, termination from the Board on account of any act of (i) fraud or
intentional misrepresentation, (ii) embezzlement, misappropriation or conversion of assets or
opportunities of the Company or any subsidiary or affiliate, or (iii) conviction of a felony.
 Director Restricted Stock Awards
 8.
    
    Restricted Stock Grant. Each Non-Employee Director shall be granted, in addition
to a Director Option Award, a Director Restricted Stock Award covering a number of shares of
Stock having a Fair Market Value equal to the value of the NQO issued pursuant to such Director
Option Award under paragraph 2 (the Covered Shares). The value of such NQO shall be determined
using the same valuation method as then used by the Company for financial reporting purposes.
Director Restricted Stock Awards shall be granted at the same time as the Director Option Awards
are granted.9.
    
    Restricted Period. The Restricted Period for the Covered Shares shall begin on the
Regular Grant Date and end as to one-third of each Director Restricted Stock Award on the first,
second and third anniversaries of the date of grant.10.
    
    Transfer and Forfeiture of Shares. A recipient of a Director Restricted Stock Award
who ceases to be a Director shall forfeit the portion of the Director Restricted Stock Award that
is not vested immediately prior to his or her date of termination; provided, however, that (i) if a
recipient of a Director Restricted Stock Award ceases to be a Director by reason of his or her
death or, Disability, any portion of the Director Restricted Stock Award that is not then vested
shall become vested on his or her date of termination; (ii) if a recipient of a Director Option
Award ceases to be a Director because he or she is not renominated or reelected to the Board after
at least five (5) years service




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as a Director, and if he or she remains on the Board until his or
her normal term expires, then any portion of the Director Option Award that is not then exercisable
shall become exercisable on his or her date of termination; and (iii) any portion of a Director
Restricted
Stock Award that is held by an individual serving as a Director on the date of a Change in Control
that is not then vested shall become vested on the date of the Change of Control. In the event of
(i), (ii) or (iii) above, the Covered Shares shall be transferred to the Director free of all
restrictions upon the date they become fully vested. If the Non-Employee Director remains a
Director on the last day of the applicable Restricted Period, then, at the end of such Restricted
Period, the applicable portion of the Covered Shares shall be transferred to the Director free of
all restrictions.11.
    
    Dividends. Dividends, if any, accrued on Covered Shares during the Restricted Period
shall be credited to the Non-Employee Director and held by the Company on his or her behalf. The
Non-Employee Directors interest in the dividends shall vest on the same date that his or her
interest in the Covered Shares vest. In the event that any portions of the Covered Shares are
forfeited in accordance with paragraph 10, the accrued and unpaid dividends relating to the Covered
Shares also shall be forfeited.12.
    
    Voting. The Non-Employee Director shall not be prevented from voting the Covered
Shares merely because those shares are subject to the restrictions imposed by the Plan; provided,
however, that he or she shall not be entitled to vote Covered Shares with respect to record dates
for any Covered Shares occurring on or after the date, if any, on which he or she has forfeited
those shares.13.
    
    Ownership of Shares. The Covered Shares issued pursuant to any Director Restricted
Stock Award shall be held by the Companys stock transfer agent for the benefit of the Non-Employee
Director until the end of the applicable Restricted Period. The Non-Employee Director shall be
identified as the beneficial owner of the Covered Shares at the time the shares are issued.
 Director Emeritus Plan
  Stock Ownership Requirements




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Interpretive Rules