<PAGE>
                                                                    Exhibit 10.2

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                              INDYMAC BANCORP, INC.

                                       AND

                                MICHAEL W. PERRY

                           EFFECTIVE FEBRUARY 1, 2002


<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                    Page
                                                                                    ----
<S>                                                                                 <C>
1.      TERM..................................................................        1

2.      POSITION, DUTIES AND RESPONSIBILITIES.................................        1

3.      SCOPE OF THIS AGREEMENT AND OUTSIDE AFFILIATIONS......................        2

4.      COMPENSATION AND BENEFITS.............................................        2

        (a)    BASE SALARY....................................................        2
        (b)    INCENTIVE COMPENSATION.........................................        3
        (c)    STOCK OPTIONS..................................................        3
        (d)    PERFORMANCE BASED OPTION.......................................        3
        (e)    SHAREHOLDER APPROVAL...........................................        4
        (f)    DEFERRED COMPENSATION..........................................        4
        (g)    ADDITIONAL BENEFITS............................................        5
        (h)    CERTAIN PERQUISITES............................................        5

5.      TERMINATION...........................................................        6

        (a)    DISABILITY.....................................................        6
        (b)    DEATH..........................................................        7
        (c)    CAUSE..........................................................        8
        (d)    TERMINATION OTHER THAN FOR CAUSE OR DISABILITY.................       10
        (e)    GOOD REASON....................................................       11
        (f)    RESIGNATION....................................................       11
        (g)    CHANGE IN CONTROL..............................................       12
        (h)    NOTICE OF TERMINATION..........................................       13
        (i)    EXPIRATION OF FIVE YEAR EMPLOYMENT TERM........................       13

6.      CERTAIN ADDITIONAL PAYMENTS BY EMPLOYER...............................       14

7.      REIMBURSEMENT OF BUSINESS EXPENSES....................................       17

8.      INDEMNITY.............................................................       17

9.      MISCELLANEOUS.........................................................       17

        (a)    SUCCESSORSHIP..................................................       17
        (b)    NOTICES........................................................       17
        (c)    ENTIRE AGREEMENT...............................................       17
        (d)    WAIVER.........................................................       17
        (e)    CALIFORNIA LAW.................................................       18
        (f)    ARBITRATION....................................................       18
        (g)    CONFIDENTIALITY................................................       18
        (h)    NO SOLICITATION................................................       19
        (i)    CONSIDERATION; REMEDIES OF EMPLOYER............................       19
</TABLE>


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<TABLE>
<S>                                                                                 <C>
        (j)    REFORMATION....................................................       19
        (k)    SEVERABILITY...................................................       19
        (l)    NO OBLIGATION TO MITIGATE......................................       20
        (m)    ADJUSTMENT OF OPTIONS..........................................       20
        (n)    LEGAL FEES.....................................................       20

10.     REGULATORY AUTHORITY..................................................       20
</TABLE>


                                       ii


<PAGE>
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is
entered into on July 23, 2002 and effective as of February 1, 2002 (the
"Effective Date"), by and between IndyMac Bancorp, Inc. ("Employer") and Michael
W. Perry ("Officer"). This Agreement amends and restates in its entirety that
certain Employment Agreement, effective as of February 1, 2002, between Employer
and Officer, as amended by the First Amendment thereto effective as of April 24,
2002 (the "Prior Agreement").

                                   WITNESSETH:

        WHEREAS, Employer, Officer and IndyMac Bank, F.S.B. ("IndyMac Bank")
have entered into that certain Employment Agreement, dated as of February 4,
2000, as amended December 1, 2000, and as superseded by the Prior Agreement
(collectively, the "Original Agreement");

        WHEREAS, Employer and Officer desire to (i) enter into a new employment
agreement upon the terms set forth in this Agreement and (ii) terminate the
Original Agreement;

        WHEREAS, Employer desires to obtain the benefit of continued services of
Officer and Officer desires to continue to render services to Employer, IndyMac
Bank and its affiliates;

        WHEREAS, Employer and Officer desire to set forth the terms and
conditions of Officer's employment with Employer and its affiliates under this
Agreement; and

        WHEREAS, subject to Section 4(e) below, as of the Effective Date, the
parties hereby intend that the Original Agreement shall automatically terminate
and be of no further force and effect, and neither parties have any further
rights or obligations thereunder.

        NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:

        1. TERM. Employer agrees to employ Officer and Officer agrees to serve
Employer, IndyMac Bank and its affiliates, in accordance with the terms hereof,
for a term beginning on the Effective Date and ending on December 31, 2006,
unless earlier terminated in accordance with the provisions hereof (the
"Employment Term").

        2. POSITION, DUTIES AND RESPONSIBILITIES. Employer and Officer hereby
agree that, subject to the provisions of this Agreement, Officer shall serve as
Chief Executive Officer of Employer. Employer agrees that Officer shall have the
authority and duties customary for his positions in similarly situated entities
and such other duties, commensurate with his position, as assigned by the Board
of Directors of the Employer (the "Board") from time to time. Employer agrees
that Officer may serve as Chief Executive Officer and Chairman or Vice Chairman
of IndyMac Bank but that any such appointment or election is subject to the
approval of and any agreement with the Board of Directors of IndyMac Bank (the
"IndyMac Bank Board"). Officer shall have such executive power and authority as
shall reasonably be required to enable him to discharge his duties in the
offices which he may hold. All compensation paid to Officer by Employer or any
of its affiliates shall be aggregated in determining whether Officer


                                       1


<PAGE>
has received the benefits provided for herein, but without prejudice to the
allocation of costs among the entities to which Officer renders services
hereunder.

        Employer agrees that, as long as Officer serves on the Board, he shall
serve as Vice Chairman of the Board or, if so elected during the term of this
Agreement, Chairman of the applicable Board. Employer shall cause Officer to be
nominated to the Board.

        3. SCOPE OF THIS AGREEMENT AND OUTSIDE AFFILIATIONS. During the term of
this Agreement, Officer shall devote his full business time and energy, except
as expressly provided below, to the business, affairs and interests of Employer,
IndyMac Bank and its affiliates, and matters related thereto. Officer shall
report only to the Board and, if appointed to a management position at IndyMac
Bank, to the IndyMac Bank Board and shall perform his duties, subject to their
authority. Officer agrees to serve without additional remuneration as the chief
executive officer or director of one or more (direct or indirect) subsidiaries
or affiliates of Employer as the Board may from time to time reasonably request,
subject to appropriate authorization by the affiliate or subsidiary involved and
any limitation under applicable law, provided, that Officer shall be indemnified
and covered by directors' and officers' liability insurance of Employer as
provided under Section 8 hereof with regard to such service. Officer's failure
to discharge an order or perform a function because Officer reasonably and in
good faith believes such would violate a law or regulation or be dishonest shall
not be deemed a breach by him of his obligations or duties pursuant to any of
the provisions of this Agreement, including without limitation pursuant to
Section 5(c) hereof.

        During the course of Officer's employment as a full-time officer
hereunder, Officer shall not, without the consent of the Board, engage in any
outside business activity (as distinguished from personal investment activity
and affairs) with a "Competitor" (as defined below) including, without
limitation, activity as a consultant, agent, partner, officer or director or
provide services of any nature directly or indirectly to a corporation or other
business enterprise that is a Competitor.

        Officer may make and manage personal business investments of his choice
and serve in any capacity with any civic, educational or charitable
organization, or any governmental entity or trade association, without seeking
or obtaining approval by the Board, provided such activities and services do not
materially interfere or conflict with the performance of his duties hereunder.
Officer may serve as a director (or on the advisory committee) of corporations
or other business enterprises with prior approval of the Management Development
and Compensation Committee of the Board (the "Compensation Committee") which
shall not be unreasonably withheld, provided such activities or services do not
materially interfere or conflict with the performance of Officer's duties
hereunder.

        4. COMPENSATION AND BENEFITS.

               (a) BASE SALARY. During the Employment Term, Employer shall pay
to Officer a base salary at the annual rate of $1,000,000 (the "Base Salary").
At the sole discretion of the Compensation Committee, the Base Salary may be
increased from time to time but shall not be reduced, and that any increased
rate shall thereafter be the rate of "Base Salary" hereunder.


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               (b) INCENTIVE COMPENSATION. Subject to shareholder approval in
2002 of the IndyMac Bancorp, Inc. 2002 Stock Incentive Plan (the "2002 Plan"),
Officer shall be eligible to receive an annual bonus (the "Annual Bonus") for
each fiscal year of the Employment Term pursuant to the terms of the Plan or any
new plan with an annual bonus target of at least 50% of the Base Salary and an
annual maximum bonus opportunity of at least 100% of the Base Salary based on
achievement of reasonable performance objectives and strategic goals established
by the Compensation Committee after consultation with Officer.

               (c) STOCK OPTIONS. Subject to shareholder approval of the 2002
Plan, Employer shall grant to Officer a stock option grant of 1,000,000 shares
of Employer's common stock (the "Option") on May 1, 2002 (the "Grant Date") and
such Option shall be designated as an "incentive stock option" (within the
meaning of Code Section 422) to the maximum extent permitted under Code Section
422. The Option shall have a per share exercise price equal to the Fair Market
Value (as defined in the 2002 Plan) of the common stock on the Grant Date and a
ten (10) year stated term. Twenty percent (20%) of the shares subject to the
Option shall vest on the first anniversary of the Grant Date and on each
December 31 thereafter, provided Officer is then employed by, or otherwise
provides services to, Employer, IndyMac Bank or an affiliate, beginning on May
1, 2003 so that all the shares subject to the Option shall be vested on December
31, 2006.

        In the event of a "Change in Control" (as defined in Appendix A), the
Option and any other options or other equity awards granted to Officer (other
than the Performance Option (defined below)) shall become fully vested if not
yet vested on the first anniversary of the Change in Control, provided that
Officer is employed by Employer or its successor on such date.

        The Option shall be subject to such other reasonable and consistent
terms and conditions as may be determined by the Compensation Committee and set
forth in the memorandum evidencing the award of the Option, which shall include
the expiration and acceleration provisions set forth in Section 5 below and
otherwise be in conformity with the Agreement.

               (d) PERFORMANCE BASED OPTION. Subject to shareholder approval of
the 2002 Plan, Employer shall grant to Officer a stock option grant of 500,000
shares of Employer's common stock (the "Performance Option") on the Grant Date.
The Performance Option shall have a per share exercise price equal to the Fair
Market Value of the common stock on the Grant Date and a ten (10) year stated
term.

        The shares subject to the Performance Option shall vest on the seventh
anniversary of the Grant Date provided Officer is then employed by, or otherwise
providing services to, Employer, IndyMac Bank or an affiliate; provided,
however, that the vesting of the shares subject to the Performance Option shall
be accelerated if the following share price targets are achieved:


<TABLE>
<CAPTION>
     SHARE PRICE TARGET           # SHARES SUBJECT TO ACCELERATED VESTING
     ------------------           ---------------------------------------
     <S>                          <C>
            $35                                   166,667
            $45                                   166,667
            $55                                   166,666
</TABLE>


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<PAGE>
                       (i) Achievement of each share price target shall be
        determined based on the average of the Fair Market Value of Employer's
        common stock for each trading day in a calendar quarter. Upon
        achievement of a share price target, the number of shares subject to the
        Performance Option specified above shall vest on the last day of such
        quarter.

                       (ii) Notwithstanding clause (i) above, on a Change in
        Control, achievement of each share price target shall be determined
        based on the Fair Market Value of Employer's common stock on the date of
        the Change in Control. Upon achievement of a share price target, the
        number of shares subject to the Performance Option specified above shall
        vest on the date of the Change in Control.

        Except as provided below, upon the termination of Officer's employment
for any reason, the unvested portion of the Performance Option shall expire
immediately. The expiration of the vested portion of the Performance Option
shall be governed by the terms set forth in Section 5 below; provided, however,
that upon a termination of Officer's employment by Employer other than for Cause
or Disability or by Officer for Good Reason, achievement under clause (i) or
(ii) above shall be measured through the end of the "Specified Period." For
purposes of this Agreement, the "Specified Period" shall mean the end of the
then calendar quarter if the termination of employment is prior to and not in
contemplation of a Change in Control and one year after the end of such quarter
if the termination of employment is in contemplation of or after a Change in
Control.

        The Performance Option shall be subject to such other reasonable and
consistent terms and conditions as may be determined by the Compensation
Committee and set forth in the memorandum evidencing the award of the
Performance Option and otherwise be in conformity with this Agreement.

               (e) SHAREHOLDER APPROVAL. Employer shall use its best efforts to
obtain shareholder approval of the 2002 Plan. In the event the shareholders do
not approve the 2002 Plan in 2002, at the election of Officer, upon written
notice to Employer, this Agreement shall become null and void as of the
Effective Date and the terms of the Original Agreement shall continue in effect.

               (f) DEFERRED COMPENSATION. In satisfaction of Employer's and
IndyMac Bank's obligations to pay Officer a payment at the expiration of the
term of the Original Agreement, on January 1, 2003 (the "Credit Date"), provided
that Officer is employed by Employer on such date, Employer shall credit
Officer's account (the "Account") under the IndyMac Bancorp, Inc. Deferred
Compensation Plan (the "Deferred Compensation Plan") with $5,000,000 (the
"Deferred Compensation Credit"). Twenty five percent (25%) of such amount plus
any accrued earnings thereon (the "Deferred Amount") shall vest on the day
before each anniversary of the Credit Date so that the Deferred Amount shall be
fully vested on the day before the fourth anniversary of the Credit Date and as
otherwise provided herein. The Deferred Amount shall become payable to Officer
in accordance with Officer's distribution election under the Deferred
Compensation Plan but in no event earlier than thirty (30) days following the
Termination Date (as defined in Section 5(h)). In the event of the termination
of Officer's employment before January 1, 2003 pursuant to Sections 5(a), (b),
(d), (e) or (g), the Account


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shall be credited with the Deferred Compensation Credit as therein provided. In
the event of the termination of Officer's employment pursuant to Sections 5(c)
or (f), any unvested portion of the Deferred Amount shall be forfeited on the
Termination Date.

               (g) ADDITIONAL BENEFITS. Officer shall also be entitled to
participate, at a level commensurate with his position, in any bonus plan, stock
purchase plan, participation or extra compensation plan, executive compensation
plan, pension plan, profit-sharing plan, deferred compensation plan, life and
medical insurance policy, or other plans or benefits, of Employer for senior
officers generally or for employees generally, during the term of this Agreement
as well as any benefits or rights specifically provided for Officer
(collectively, "Additional Benefits"), provided, however, that Employer shall
have no obligation to grant any stock options or other equity awards to Officer
except as provided in Sections 4(c) and (d). This Agreement shall not affect the
provision of any other compensation, retirement or other benefit program or plan
of Employer, except as provided herein.

               (h) CERTAIN PERQUISITES.

                       (i) CLUB MEMBERSHIPS. Employer shall pay standard annual
        and monthly membership fees and any business related charges for
        Officer's participation in the Young Presidents' Organization, the San
        Gabriel Country Club, the California Club, the Annandale Golf Club, the
        Jonathan Club and such other memberships as may be approved by the
        Compensation Committee.

                       (ii) CAR ALLOWANCE. Employer shall either provide Officer
        with an appropriate luxury automobile for Officer's exclusive use or pay
        Officer an equivalent monthly automobile allowance which shall in either
        case include car insurance, maintenance and operating expenses, such
        automobile or amount to be mutually agreed to by the Compensation
        Committee and Officer.

                       (iii) TRAVEL. In connection with business travel, Officer
        shall be permitted to travel first class, or by chartered or other
        private plane service where appropriate, at Employer's expense, it being
        recognized that travel by charter or other private plane service will be
        necessary for security reasons.

                       (iv) FINANCIAL PLANNING SERVICES. Employer shall pay for
        the financial planning and tax services of AYCO for Officer, including a
        full tax gross-up for any imputed income to Officer resulting from such
        benefit. The annual amount that Employer shall be required to pay for
        such services shall not exceed $25,000, exclusive of the tax gross-up.

                       (v) SPLIT DOLLAR LIFE INSURANCE. Employer shall provide a
        split dollar whole life insurance policy on the life of Officer for the
        benefit of a beneficiary designated by Officer and owned, as designated
        by Officer, by Officer, an insurance trust, or the Employer in a face
        amount equal to four (4) times Officer's Base Salary with Officer not
        being required to make any payment thereon (other than payment of any
        tax obligations) and Employer's recovery being limited to the lesser of
        the cash surrender value of the policy and the premiums paid and a right
        to assume the policy on


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<PAGE>
        any termination of employment in exchange for Employer's interest;
        provided, however, that if Employer cannot purchase a split dollar life
        insurance policy on behalf of Officer at standard rates, then the face
        amount of the insurance policy shall be reduced to that amount
        purchasable by Employer at standard rates.

                       (vi) LONG TERM DISABILITY. To the extent available at a
        commercially reasonable rate of premiums not to exceed $15,000 in any
        year and provided Officer remains insurable, Employer shall provide
        Officer long term disability coverage which shall provide annual
        benefits to Officer equal to 65% of his Base Salary during any period
        which Officer is disabled if the disability arose during the Employment
        Term. During any period prior to the Termination Date while Officer is
        disabled and receiving long term disability benefits as described in
        this clause (vi) and is otherwise entitled to receive his Base Salary
        under this Agreement, any Base Salary payments to Officer shall be
        reduced by the amount of any benefits paid for the same period of time
        pursuant to such long term disability coverage.

        5. TERMINATION. The compensation and benefits provided for herein and
the employment of Officer by Employer shall be terminated only as provided for
below in this Section 5:

               (a) DISABILITY. In the event that Officer shall fail, because of
illness, injury or similar incapacity, to render for six (6) consecutive months
or for shorter periods aggregating one hundred eighty (180) or more business
days in any twelve (12) month period, the material services contemplated by this
Agreement ("Disability"), Officer's full-time employment hereunder may be
terminated, by written Notice of Termination from Employer to Officer while
Officer remains so incapacitated; and thereafter,

                       (i) Employer shall pay Officer a single severance payment
        as soon as practicable after the Termination Date, but in no event later
        than thirty (30) days thereafter, an amount in cash equal to two (2)
        times the Base Salary as in effect on the Termination Date,

                       (ii) Employer shall pay Officer an amount equal to
        Officer's Annual Bonus, pro rated from January 1 of the year in which
        the termination occurs through the Termination Date, based on Employer's
        actual performance for such year, payable at such time or times when
        Employer pays such bonuses to its executives,

                       (iii) All Officer's outstanding unvested options and any
        other equity grants, other than the Performance Option, shall become
        immediately vested and any vested options (including the Performance
        Option) shall remain exercisable until the earlier of twelve (12) months
        following the Termination Date or their full-term expiration date,

                       (iv) For a period of two (2) years following the
        Termination Date, Employer shall provide Officer and Officer's eligible
        family members with continued health and welfare benefits at Employer's
        expense, with the benefits substantially equivalent to the life,
        disability, and medical insurance policies which were being


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<PAGE>
        provided to Officer and his eligible family members immediately prior to
        the Termination Date, but only to the extent that Officer is not
        entitled to comparable benefits from other employment,

                       (v) All amounts, including any earnings, credited to
        Officer's Account under the Deferred Compensation Plan shall immediately
        become vested and nonforfeitable; provided, however, that if Officer's
        Termination Date as a result of Disability occurs prior to January 1,
        2003, Employer shall credit the Deferred Compensation Credit to
        Officer's Account. The amounts in Officer's Account shall be payable to
        Officer in accordance with Officer's distribution election under the
        Deferred Compensation Plan,

                       (vi) To the full extent permitted by law, so long as
        Employer (or a successor) maintains directors' and officers' liability
        insurance for its executives or directors, Employer shall continue to
        provide Officer following the Termination Date with directors' and
        officers' liability insurance insuring Officer against insurable events
        which occur or have occurred while Officer was a director or officer of
        Employer or an affiliate or a fiduciary of an employee benefit plan of
        any of the foregoing, such insurance to have policy limits aggregating
        not less than the amount in effect immediately prior to the Termination
        Date or, if higher, that provided to other officers or directors of
        Employer. In addition, Officer's rights of indemnification hereunder or
        otherwise with regard to service on behalf of Employer or an affiliate
        or a fiduciary of an employee benefit plan of any of the foregoing prior
        to such termination ("Rights of Indemnification") shall continue, and

                       (vii) Officer shall be entitled to his accrued rights,
        including but not limited to earned but unpaid Base Salary, accrued but
        unused vacations and earned but unpaid bonus for any prior completed
        fiscal year and any earned but unpaid benefits under any plan or program
        of the Employer ("Accrued Amounts"). The determination of Disability
        shall be made only after Officer has failed to render services for the
        above stated time periods and shall be made only after 30 days notice to
        Officer (which may run concurrently with the Notice of Termination).

               (b) DEATH. In the event of Officer's death during the term of
this Agreement,

                       (i) Employer shall pay Officer an amount equal to
        Officer's Annual Bonus, pro rated from January 1 of the year in which
        the termination occurs through the Termination Date, based on Employer's
        actual performance for such year, payable at such time or times when
        Employer pays such bonuses to its executives,

                       (ii) All amounts, including any earnings, credited to the
        Account under the Deferred Compensation Plan shall immediately become
        vested and nonforfeitable; provided, however, that if Officer's
        Termination Date as result of death occurs prior to January 1, 2003,
        Employer shall credit the Deferred Compensation Credit to Officer's
        Account. The amounts in Officer's Account shall be payable to Officer's
        beneficiaries in accordance with Officer's distribution election under
        the Deferred Compensation Plan,


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<PAGE>
                       (iii) All outstanding unvested options and other equity
        grants, other than the Performance Option, shall become immediately
        vested and any vested options (including the Performance Option) shall
        remain exercisable until the earlier of twelve (12) months following the
        Termination Date or their full-term expiration date,

                       (iv) For a period of three (3) years following the
        Termination Date, Employer shall provide Officer's eligible family
        members with continued health benefits at Employer's expense, with the
        benefits substantially equivalent to the medical insurance policies
        which were being provided to Officer and his eligible family members
        immediately prior to the Termination Date, but only to the extent that
        such individuals are not entitled to comparable benefits from other
        employment,

                       (v) To the full extent permitted by law, so long as
        Employer (or a successor) maintains directors' and officers' liability
        insurance for its executives or directors, Employer shall continue to
        provide Officer following the Termination Date with directors' and
        officers' liability insurance insuring Officer against insurable events
        which occur or have occurred while Officer was a director or officer of
        Employer or an affiliate or a fiduciary of an employee benefit plan of
        any of the foregoing, such insurance to have policy limits aggregating
        not less than the amount in effect immediately prior to the Termination
        Date or, if higher, that provided to other officers or directors of
        Employer. In addition, Officer's Rights of Indemnification shall
        continue, and

                       (vi) Officer shall be entitled to his Accrued Amounts.

               (c) CAUSE. Employer may terminate Officer's employment under this
Agreement for "Cause." A termination for Cause is a termination by reason of (i)
a material breach of this Agreement by Officer (other than as a result of
incapacity due to physical or mental illness) which is committed in bad faith or
without reasonable belief that such breach is in the best interests of Employer
and which, for any breach that is remediable, or can be cured going forward, is
not remedied or cured within a reasonable period of time after receipt of
written notice from Employer specifying such breach, or (ii) Officer's
conviction by a court of competent jurisdiction of a felony involving acts of
fraud, embezzlement, dishonesty or moral turpitude, or (iii) entry of a final
non-appealable order duly issued by any federal or state regulatory agency
having jurisdiction in the matter removing Officer from office of IndyMac Bank
or permanently prohibiting him from participating in a material portion of the
affairs of IndyMac Bank, provided that the order resulted from act(s) of Officer
which were committed in bad faith and without reasonable belief that such act(s)
were in the best interests of Employer.

        Notwithstanding the foregoing, Officer's employment shall not be deemed
to have been terminated for Cause unless and until there have been delivered to
Officer a copy of a resolution duly adopted by the affirmative vote of not less
than two-thirds of the non-employee directors of the Board (the "Outside
Directors") (after reasonable notice to Officer and an opportunity for Officer,
together with Officer's counsel, to be heard before the Outside Directors),
finding that in the Outside Directors' good faith opinion Officer was guilty of
conduct set forth above in this Section 5(c) and specifying the particulars
thereof in reasonable detail.


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<PAGE>
        If Officer shall be (A) convicted of a felony of a type set forth above
or (B) shall be suspended and/or temporarily prohibited from participating in
the conduct of IndyMac Bank's affairs by a notice served under Section 8(e)(3)
or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1))
by any federal or state regulatory authority having jurisdiction in the matter,
by the affirmative vote of two thirds of the Outside Directors (after reasonable
notice to Officer and an opportunity for Officer, together with Officer's
counsel, to be heard before the Outside Directors), provided the provisions of
the next paragraph have been complied with, the Outside Directors may suspend
Officer from some or all of his duties and authority while such suspension or
prohibition or conviction is in effect and, if they elect to do so, may also
during such period suspend Officer's right to some or, if no duties are to be
performed, all of Officer's Base Salary and Annual Bonus accruing during such
suspension period and may suspend Officer's right to be granted the Option and
the Performance Option as described in Sections 4(c) and (d) if the Grant Date
occurs within such suspension period; provided, however, that if the conviction
is overturned on appeal or if the charges resulting in such suspension or
prohibition are finally dismissed or if a final judgment on the merits of such
charges is issued in favor of Officer, then Officer shall be reinstated in full
with back amounts for the suspension period plus accrued interest at the rate
then payable on judgments and Officer shall be granted the Option and
Performance Option, if not previously granted, as described in Sections 4(c) and
(d).

        With regard to clause (B) above, (1) Employer shall use its best efforts
to oppose and defend against any such notice of charges as to which there are
reasonable defenses and to permit Officer to participate in such effort by
counsel of his selection fully paid by Employer; (2) in the event the notice of
charges is dismissed or otherwise resolved in a manner that will permit Employer
to resume its obligations to pay compensation hereunder, Employer shall promptly
make such payment hereunder; and (3) during the period of suspension, the vested
rights of the contracting parties shall not be affected except to the extent
precluded by such notice.

        During the period that Employer's obligations under Sections 4(a), 4(b),
4(c), (d), (f) and 4(h) hereof are suspended, Officer shall continue to be
entitled to receive Additional Benefits under Section 4(g) until the conviction
of the felony has become final and non-appealable. When the conviction of the
felony has become final and non-appealable, all of Employer's obligations
hereunder shall terminate; provided, however, that the termination of Officer's
employment pursuant to this Section 5(c) shall not affect Officer's entitlement
to all benefits in which he has become vested or which are otherwise payable in
respect of periods ending prior to his Termination Date. To the full extent
permitted by law, so long as Employer (or a successor) maintains directors' and
officers' liability insurance for its executives or directors, Employer shall
continue to provide Officer following the Termination Date with directors' and
officers' liability insurance insuring Officer against insurable events which
occur or have occurred while Officer was a director or officer of Employer or an
affiliate or a fiduciary of an employee benefit plan of any of the foregoing,
such insurance to have policy limits aggregating not less than the amount in
effect immediately prior to the Termination Date or, if higher, that provided to
other officers or directors of Employer. In addition, Officer's Rights of
Indemnification shall continue. Officer shall also be entitled to his Accrued
Amounts.

        Upon termination for Cause, Officer is not entitled to any severance or
bonus and all options shall expire on the Termination Date. Anything herein to
the contrary notwithstanding,


                                       9


<PAGE>
termination for Cause shall not include termination by reason of Officer's job
performance or a job performance rating given to Officer for his job performance
or the financial performance of Employer or any affiliated company.

               (d) TERMINATION OTHER THAN FOR CAUSE OR DISABILITY. If during the
term of this Agreement, Officer's employment shall be terminated by Employer
other than for Cause or Disability (other than in connection with a Change in
Control as provided in Section 5(g)), then

                       (i) Employer shall pay Officer in a single severance
        payment as soon as practicable after the Termination Date, but in no
        event later than thirty (30) days thereafter, an amount in cash equal to
        2.5 times the sum of the Base Salary and the target Annual Bonus as in
        effect on the Termination Date,

                       (ii) Employer shall pay Officer an amount equal to
        Officer's Annual Bonus, pro rated from January 1 of the year in which
        the termination occurs through the Termination Date, based on Employer's
        actual performance for such year, payable at such time or times when
        Employer pays such bonuses to its executives,

                       (iii) All outstanding unvested options and other equity
        grants, other than the Performance Option, shall become immediately
        vested and any vested options (including the Performance Option) shall
        remain exercisable until the earlier of twelve (12) months following the
        Termination Date or their full-term expiration date,

                       (iv) All amounts, including any earnings, credited to
        Officer's Account under the Deferred Compensation Plan shall immediately
        become vested and nonforfeitable; provided, however, that if Officer's
        Termination Date occurs prior to January 1, 2003, Employer shall credit
        the Deferred Compensation Credit to Officer's Account. The amounts in
        Officer's Account shall be payable to Officer in accordance with
        Officer's distribution election under the Deferred Compensation Plan,

                       (v) For a period of two (2) years following the
        Termination Date, Employer shall provide Officer and Officer's eligible
        family members with continued health and welfare benefits at Employer's
        expense, with the benefits substantially equivalent to the life,
        disability, and medical insurance policies which were being provided to
        Officer and his eligible family members immediately prior to the
        Termination Date but only to the extent that Officer is not entitled to
        comparable benefits from other employment,

                       (vi) To the full extent permitted by law, so long as
        Employer (or a successor) maintains directors' and officers' liability
        insurance for its executives or directors, Employer shall continue to
        provide Officer following the Termination Date with directors' and
        officers' liability insurance insuring Officer against insurable events
        which occur or have occurred while Officer was a director or officer of
        Employer or an affiliate or a fiduciary of an employee benefit plan of
        any of the foregoing, such insurance to have policy limits aggregating
        not less than the amount in effect immediately prior to the Termination
        Date or, if higher, that provided to other officers or


                                       10


<PAGE>
        directors of Employer. In addition, Officer's Rights of Indemnification
        shall continue, and

                       (vii) Officer shall be entitled to his Accrued Amounts.

               (e) GOOD REASON. Officer may terminate Officer's employment at
any time for "Good Reason." "Good Reason" means that any one or more of the
following have occurred without Officer's written consent (other than as a
result of Officer's Disability or termination of Officer's employment for Cause)
which is not cured by Employer within 30 days after written notice thereof is
given to Employer by Officer:

                       (i) other than temporarily as a result of Officer's
        suspension as provided in Section 5(c), any diminution in Officer's then
        titles or positions, including with IndyMac Bank, or any material
        diminution in Officer's then powers, reporting requirements, duties or
        responsibilities, including with IndyMac Bank,

                       (ii) shareholders of Employer do not elect Officer to the
        Board or Officer is not elected to the IndyMac Bank Board or Officer is
        removed therefrom,

                       (iii) Officer is not re-elected as Vice Chairman of the
        Board and of the IndyMac Bank Board (or Chairman of the Board and the
        IndyMac Bank Board if Officer is elected to such positions during the
        term of this Agreement),

                       (iv) Officer is not elected as Chairman of the Board and
        the IndyMac Bank Board, as applicable, when the current Chairman of the
        Board and the IndyMac Bank Board ceases to serve in the applicable
        capacity,

                       (v) Officer is required to relocate place of employment
        to a location which is more than 50 miles from IndyMac Bank's current
        headquarters, or

                       (vi) any material breach by Employer of the terms of this
        Agreement.

        If during the term of this Agreement, Officer's employment shall be
terminated by Officer for Good Reason (other than in connection with a Change in
Control as provided in Section 5(g)), Officer shall receive the payments and
benefits described in Section 5(d).

               (f) RESIGNATION. If during the term of this Agreement, Officer
shall resign other than for Good Reason,

                       (i) all of his rights to payment or benefits hereunder
        shall immediately terminate; provided, however, that the termination of
        Officer's employment pursuant to this Section 5(f) shall not affect
        Officer's entitlement to all benefits in which he has become vested or
        which are otherwise payable in respect of periods ending prior to his
        termination of employment,

                       (ii) any unvested options shall expire immediately and


                                       11


<PAGE>
                            (A) any vested portion of the Option, the
               Performance Option or any option granted to Officer after the
               Effective Date shall remain exercisable until the earlier of
               three (3) months following the Termination Date or their
               full-term expiration, and

                            (B) all vested options granted to Officer prior to
               the Effective Date shall remain exercisable until the earlier of
               twelve (12) months following the Termination Date or their
               full-term expiration,

                       (iii) to the full extent permitted by law, so long as
        Employer (or a successor) maintains directors' and officers' liability
        insurance for its executives or directors, Employer shall continue to
        provide Officer following the Termination Date with directors' and
        officers' liability insurance insuring Officer against insurable events
        which occur or have occurred while Officer was a director or officer of
        Employer or an affiliate or a fiduciary of an employee benefit plan of
        any of the foregoing, such insurance to have policy limits aggregating
        not less than the amount in effect immediately prior to the Termination
        Date or, if higher, that provided to other officers or directors. In
        addition, Officer's Rights of Indemnification shall continue, and

                       (iv) Officer shall be entitled to his Accrued Amounts.

               (g) CHANGE IN CONTROL. During the term of this Agreement, if
within two (2) years after a Change in Control Officer's employment is
terminated (x) by Employer other than for Cause or Disability or (y) by Officer
for Good Reason, then:

                       (i) Employer shall pay Officer in a single severance
        payment as soon as practicable after the Termination Date, but in no
        event later than thirty (30) days thereafter, an amount in cash equal to
        three (3) times the sum of (A) Base Salary and (B) the higher of target
        Annual Bonus as in effect on the Termination Date or target bonus at the
        time of Change in Control,

                       (ii) Employer shall pay Officer an amount equal to
        Officer's Annual Bonus, pro rated from January 1 of the year in which
        the termination occurs through the Termination Date, based on Employer's
        actual performance for such year, payable at such time or times when
        Employer pays such bonuses to its executives,

                       (iii) Any unvested stock options and other equity grants,
        other than the Performance Option, shall become immediately and fully
        vested and any vested options (including the Performance Option) shall
        remain exercisable until the earlier of twelve (12) months following the
        Termination Date or their full-term expiration,

                       (iv) All amounts, including any earnings, credited to
        Officer's Account under the Deferred Compensation Plan shall immediately
        become vested and nonforfeitable; provided, however, that if Officer's
        Termination Date occurs prior to January 1, 2003, Employer shall credit
        the Deferred Compensation Credit to Officer's Account. The amounts in
        Officer's Account shall be payable to Officer in accordance with
        Officer's distribution election under the Deferred Compensation Plan,


                                       12


<PAGE>
                       (v) For a period of three (3) years following the
        Termination Date, Employer shall provide Officer and Officer's eligible
        family members with continued health and welfare benefits at Employer's
        expense, with the benefits substantially equivalent to the life,
        disability, and medical insurance policies which were being provided to
        Officer and his eligible family members immediately prior to the
        Termination Date but only to the extent that Officer is not entitled to
        comparable benefits from other employment,

                       (vi) To the full extent permitted by law, so long as
        Employer (or a successor) maintains directors' and officers' liability
        insurance for its executives or directors, Employer shall continue to
        provide Officer following the Termination Date with directors' and
        officers' liability insurance insuring Officer against insurable events
        which occur or have occurred while Officer was a director or officer of
        Employer or an affiliate or a fiduciary of an employee benefit plan of
        any of the foregoing, such insurance to have policy limits aggregating
        not less than the amount in effect immediately prior to the Termination
        Date or, if higher, that provided to other officers or directors. In
        addition, Officer's Rights of Indemnification shall continue, and

                       (vii) Officer shall be entitled to his Accrued Amounts.

        Notwithstanding anything contained herein, if a Change in Control occurs
and Officer's employment with Employer is terminated other than for Cause or
Disability or a Good Reason event occurs prior to the Change in Control, and if
such termination of employment or event was at the request, suggestion or
initiative of a third party who has taken steps reasonably calculated to effect
the Change in Control, then Officer upon occurrence of the Change in Control
shall be entitled to receive the payments and benefits set forth in this Section
5(g), in lieu of the payments and benefits set forth in Section 5(d).

               (h) NOTICE OF TERMINATION. Any purported termination by Employer
or by Officer shall be communicated by a written Notice of Termination to the
other party hereto which indicates the specific termination provision in this
Agreement, if any, relied upon and which sets forth in reasonable detail the
facts and circumstances, if any, claimed to provide a basis for termination of
Officer's employment under the provision so indicated. For purposes of this
Agreement, no such purported termination shall be effective without such Notice
of Termination. The "Termination Date" shall mean the date specified in the
Notice of Termination, which shall be no less than 30 or more than 60 days from
the date of the Notice of Termination.

               (i) EXPIRATION OF FIVE YEAR EMPLOYMENT TERM. At the expiration of
the five (5) year Employment Term, then

                       (i) Any unvested stock options and other equity grants,
        other than the Performance Option, shall become immediately and fully
        vested and any vested options (including the Performance Option) shall
        remain exercisable until the earlier of twelve (12) months following the
        Termination Date or their full-term expiration,


                                       13


<PAGE>
                       (ii) To the full extent permitted by law, so long as
        Employer (or a successor) maintains directors' and officers' liability
        insurance for its executives or directors, Employer shall continue to
        provide Officer following the Termination Date with directors' and
        officers' liability insurance insuring Officer against insurable events
        which occur or have occurred while Officer was a director or officer of
        Employer or an affiliate or a fiduciary of an employee benefit plan of
        any of the foregoing, such insurance to have policy limits aggregating
        not less than the amount in effect immediately prior to the Termination
        Date or, if higher, that provided to other officers or directors of
        Employer. In addition, Officer's Rights of Indemnification shall
        continue, and

                       (iii) Officer shall be entitled to his Accrued Amounts.

        6. CERTAIN ADDITIONAL PAYMENTS BY EMPLOYER. Anything in this Agreement
to the contrary notwithstanding, if it shall be determined that any payment or
distribution to Officer or for Officer's benefit (whether paid or payable or
distributed or distributable) pursuant to the terms of this Agreement or
otherwise pursuant to or by reason of any other agreement, policy, plan, program
or arrangement, including without limitation any stock option, stock
appreciation right or similar right, or the lapse or termination of any
restriction on or the vesting or exercisability of any of the foregoing (the
"Payments") would be subject to the excise tax imposed by section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") by reason of being
"contingent on a change in the ownership or control" of Employer, within the
meaning of Section 280G of the Code or to any similar tax imposed by state or
local law, or any interest or penalties with respect to such excise tax (such
tax or taxes, together with any such interest or penalties, are collectively
referred to as the "Excise Tax"), then Officer shall be entitled to receive from
Employer an additional payment (the "Gross-Up Payment") in an amount such that
the net amount of the Payments and the Gross-Up Payment retained by Officer
after the calculation and deduction of all Excise Taxes (including any interest
or penalties imposed with respect to such taxes) on the payment and all federal,
state and local income tax, employment tax and Excise Tax (including any
interest or penalties imposed with respect to such taxes) on the Gross-Up
Payment provided for in this Section 6, and taking into account any lost or
reduced tax deductions on account of the Gross-Up Payment, shall be equal to the
Payments;

               (a) All determinations required to be made under this Section 6,
including whether and when the Gross-Up Payment is required and the amount of
such Gross-Up Payment, and the assumptions to be utilized in arriving at such
determinations shall be made by the Accountants (as defined below) which shall
provide Officer and Employer with detailed supporting calculations with respect
to such Gross-Up Payment within fifteen (15) business days of the receipt of
notice from Officer or Employer that Officer has received or will receive a
Payment. For purposes of making the determinations and calculations required
herein, the Accountants may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith
interpretations concerning the application of Section 280G and 4999 of the Code,
provided that the Accountant's determinations must be made on the basis of
"substantial authority" (within the meaning of Section 6662 of the Code). For
the purposes of this Section 6, the "Accountants" shall mean Employer's
independent certified public accountants serving immediately prior to the Change
in Control. In the event that the


                                       14


<PAGE>
Accountants are also serving as accountant or auditor for the individual, entity
or group effecting the Change in Control, Officer shall appoint another
nationally recognized public accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accountants
hereunder). All fees and expenses of the Accountants shall be borne solely by
Employer.

               (b) For the purposes of determining whether any of the Payments
will be subject to the Excise Tax and the amount of such Excise Tax, such
Payments will be treated as "parachute payments" within the meaning of section
280G of the Code, and all "parachute payments" in excess of the "base amount"
(as defined under section 280G(b)(3) of the Code) shall be treated as subject to
the Excise Tax, unless and except to the extent that in the opinion of the
Accountants such Payments (in whole or in part) either do not constitute
"parachute payments" or represent reasonable compensation for services actually
rendered (within the meaning of section 280G(b)(4) of the Code) in excess of the
"base amount," or such "parachute payments" are otherwise not subject to such
Excise Tax. For purposes of determining the amount of the Gross-Up Payment
Officer shall be deemed to pay Federal income taxes at the highest applicable
marginal rate of Federal income taxation for the calendar year in which the
Gross-Up Payment is to be made and to pay any applicable state and local income
taxes at the highest applicable marginal rate of taxation for the calendar year
in which the Gross-Up Payment is to be made, net of the maximum reduction in
Federal income taxes which could be obtained from the deduction of such state or
local taxes if paid in such year (determined without regard to limitations on
deductions based upon the amount of Officer's adjusted gross income); and to
have otherwise allowable deductions for Federal, state and local income tax
purposes at least equal to those disallowed because of the inclusion of the
Gross-Up Payment in Officer's adjusted gross income. To the extent practicable,
any Gross-Up Payment with respect to any Payment shall be paid by Employer at
the time Officer is entitled to receive the Payments and in no event will any
Gross-Up Payment be paid later than five days after the receipt by Officer of
the Accountant's determination. Any determination by the Accountants shall be
binding upon Employer and Officer.

               (c) As a result of uncertainty in the application of section 4999
of the Code at the time of the initial determination by the Accountants
hereunder, it is possible that the Gross-Up Payment made will have been an
amount less than Employer should have paid pursuant to this Section 6 (the
"Underpayment"). In the event that Employer exhausts its remedies pursuant to
Section 6(e) and Officer is required to make a payment of any Excise Tax, the
Underpayment shall be promptly paid by Employer to or for Officer's benefit.

               (d) Officer and Employer shall each provide the Accountants
access to and copies of any books, records and documents in the possession of
Employer or Officer, as the case may be, reasonably requested by the
Accountants, and otherwise cooperate with the Accountants in connection with the
preparation and issuance of the determination contemplated by this Section 6.

               (e) Officer shall notify Employer in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by
Employer of the Gross-Up Payment. Such notification shall be given as soon as
practicable after Officer is informed in writing of such claim and shall apprise
Employer of the nature of such claim and the date on


                                       15


<PAGE>
which such claim is requested to be paid. Officer shall not pay such claim prior
to the expiration of the 30-day period following the date on which Officer give
such notice to Employer (or such shorter period ending on the date that any
payment of taxes, interest and/or penalties with respect to such claim is due).
If Employer notifies Officer in writing prior to the expiration of such period
that it desires to contest such claim, Officer shall:

                       (i) give Employer any information reasonably requested by
        Employer relating to such claim;

                       (ii) take such action in connection with contesting such
        claim as Employer shall reasonably request in writing from time to time,
        including, without limitation, accepting legal representation with
        respect to such claim by an attorney reasonably selected by Employer;

                       (iii) cooperate with Employer in good faith in order to
        effectively contest such claim; and

                       (iv) permit Employer to participate in any proceedings
        relating to such claims; provided, however, that Employer shall bear and
        pay directly all costs and expenses (including additional interest and
        penalties) incurred in connection with such contest and shall indemnify
        Officer for and hold Officer harmless from, on an after-tax basis, any
        Excise Tax or income tax (including interest and penalties with respect
        thereto) imposed as a result of such representation and payment of all
        related costs and expenses. Without limiting the foregoing provisions of
        this Section 6, Employer shall control all proceedings taken in
        connection with such contest and, at its sole option, may pursue or
        forgo any and all administrative appeals, proceedings, hearings and
        conferences with the taxing authority in respect of such claim and may,
        at its sole option, either direct Officer to pay the tax claimed and sue
        for a refund or contest the claim in any permissible manner, and Officer
        agree to prosecute such contest to a determination before any
        administrative tribunal, in a court of initial jurisdiction and in one
        or more appellate courts, as Employer shall determine; provided,
        however, that if Employer directs Officer to pay such claim and sue for
        a refund, Employer shall advance the amount of such payment to Officer,
        on an interest-free basis, and shall indemnify Officer for and hold
        Officer harmless from, on an after-tax basis, any Excise Tax or income
        tax (including interest or penalties with respect thereto) imposed with
        respect to such advance or with respect to any imputed income with
        respect to such advance (including as a result of any forgiveness by
        Employer of such advance); provided, further, that any extension of the
        statute of limitations relating to the payment of taxes for the taxable
        year of Officer with respect to which such contested amount is claimed
        to be due is limited solely to such contested amount. Furthermore,
        Employer's control of the contest shall be limited to issues with
        respect to which a Gross-Up Payment would be payable hereunder and
        Officer shall be entitled to settle or contest, as the case may be, any
        other issue raised by the Internal Revenue Service or any other taxing
        authority.

        These rights shall be deemed fully vested rights, not subject to
suspension or forfeiture and shall survive any termination of employment.


                                       16


<PAGE>
        7. REIMBURSEMENT OF BUSINESS EXPENSES. During the term of this
Agreement, Employer shall reimburse Officer promptly for all reasonable and
appropriate business expenditures to the extent that such expenditures are
substantiated by Officer as required by the Internal Revenue Service and rules
and policies of Employer.

        8. INDEMNITY. To the fullest extent permitted by applicable law, the
Certificate of Incorporation and the By-Laws of Employer (as from time to time
in effect) and any indemnity agreements entered into from time to time between
Employer and Officer, Employer shall indemnify Officer and hold him harmless for
actions or inactions as an Officer or Director of Employer or any affiliate or
as a fiduciary of any employee benefit plan of any of the foregoing and shall
maintain coverage for him under liability insurance policies of a minimum amount
of fifty million dollars, or such higher amount as provided for any other
officers or directors of Employer.

        9. MISCELLANEOUS.

               (a) SUCCESSORSHIP. This Agreement shall inure to the benefit of
and shall be binding upon Employer, its successors and assigns, but without the
prior written consent of Officer, this Agreement may not be assigned other than
in connection with a merger or sale of all or substantially all the assets of
Employer or similar transaction to or with a company with a larger net worth,
higher credit rating and greater profit than Employer. The failure of any
successor to or assignee of the Employer's business and/or assets in such
transaction to expressly assume all obligations of Employer hereunder in a
writing promptly delivered to Officer shall be deemed a material breach of this
Agreement by Employer.

               (b) NOTICES. Any notices provided for in this Agreement shall be
sent to Employer at its corporate headquarters, Attention: Corporate
Counsel/Secretary, with a copy to the Chairman of the Compensation Committee at
the same address, or to such other address as Employer may from time to time in
writing designate, and to Officer at such address as he may from time to time in
writing designate (or his business address of record in the absence of such
designation). All notices shall be deemed to have been given two (2) business
days after they have been deposited as certified mail, return receipt requested,
postage paid and properly addressed to the designated address of the party to
receive the notices. Notices may be delivered personally or by overnight
service.

               (c) ENTIRE AGREEMENT. This instrument contains the entire
agreement of the parties relating to the subject matter hereof, and it replaces
and supersedes any prior agreements between the parties relating to said subject
matter except as provided in Section 4(e); provided, however, that the parties
hereby expressly acknowledge that the parties have executed IndyMac Bank's
standard Mutual Agreement to Arbitrate Claims which is not replaced or
superseded by this Agreement. No modifications or amendments of this Agreement
shall be valid unless made in writing and signed by the parties hereto.

               (d) WAIVER. The waiver of the breach of any term or of any
condition of this Agreement shall not be deemed to constitute the waiver of any
other breach of the same or any other term or condition.


                                       17


<PAGE>
               (e) CALIFORNIA LAW. This Agreement shall be construed and
interpreted in accordance with the laws of California without reference to
principles of conflict of laws.

               (f) ARBITRATION. Any disagreement, dispute, controversy or claim
arising out of or relating to this Agreement or the interpretation of this
Agreement or arrangements relating to this Agreement or contemplated in this
Agreement shall be settled by arbitration in accordance with the terms of
IndyMac Bank's Mutual Agreement to Arbitrate Claims, as executed by Officer and
IndyMac Bank on the date hereof.

               (g) CONFIDENTIALITY. Officer agrees that he will not divulge or
otherwise disclose, directly or indirectly, any trade secret or other
confidential information concerning the business or policies of Employer,
IndyMac Bank or any of their affiliates which he may have learned as a result of
his employment during the term of this Agreement or prior thereto as an
employee, officer or director of or consultant to Employer, IndyMac Bank or any
of their affiliates, except to the extent such use or disclosure is (i) decided
in good faith by Officer to be necessary or desirable to the performance of
Officer's duties, (ii) required by applicable law or in response to an inquiry
from a governmental or regulatory authority, (iii) lawfully obtainable from
other sources, or (iv) authorized by Employer or IndyMac Bank. Furthermore, in
order to protect the trade secret or confidential information of Employer,
Officer hereby agrees to the limits set forth below following the early
termination of this Agreement, if the fulfillment of the duties of the
competitive employment or activities would inherently call upon Officer to
reveal or use any of the trade secret or Confidential Information of Employer to
which Officer had access during employment by Employer. Employer agrees not to
assert inevitable disclosure in any other situation. The provisions of this
subsection shall survive the expiration, suspension or termination, for any
reason, of this Agreement. In the event of an early termination of this
Agreement, pursuant to the terms described in Section 5(a), (c), (d), (e), (f),
(g) or (i) hereof, Officer agrees that for a period of one year after such
termination, Officer shall not engage in any business, whether as an employee,
consultant, partner, principal, agent, representative or stockholder (other than
as a stockholder or bondholder of less than 1% interest), on behalf of or for a
"Competitor." For the purposes of this Agreement, a "Competitor" shall mean up
to 15 corporations or business entities which are competitors of the company and
are designated in writing by the Compensation Committee from time to time as a
Competitor provided that such designation is made at least 90 days prior to the
Termination Date and in the aggregate at any time does not exceed 15 entities.
In the event of Officer's noncompliance with the covenant set forth in this
Section (the "Event") and such noncompliance is not cured within twenty (20)
days after written notice thereof from the Employer to Officer,

                       (i) Officer shall immediately forfeit any unexercised
        portion of the Option and the Performance Option,

                       (ii) Officer shall immediately forfeit any severance
        payments payable by Employer pursuant to Sections 5(a)(i), (d)(i), (e)
        or (g)(i) of this Agreement and shall repay to Employer any such
        severance payments which were previously paid by Employer, and

                       (iii) If Officer's termination of employment is a result
        of Officer's voluntary resignation without Good Reason or by Employer
        for Cause, then in addition to


                                       18


<PAGE>
        the foregoing, Officer shall pay to Employer any profits realized from
        the exercise of any portion of the Option and the Performance Option
        within six (6) months of the date of the Event.

               (h) NO SOLICITATION. Officer agrees that during employment and
for a period of one year following an early termination of this Agreement,
pursuant to the terms described in Section 5(c), (d), (e), (f), (g) or (i)
hereof, Officer shall not: (i) solicit, or cause to be solicited, any customers
of Employer or IndyMac Bank or their subsidiaries for purposes of promoting or
selling any products or services competitive with those of Employer or IndyMac
Bank, (ii) solicit business from, or perform services for, any company or other
business entity which at any time during the two year period immediately
preceding Officer's termination of employment with Employer was a customer of
Employer, IndyMac Bank or their subsidiaries, or (iii) solicit for employment,
offer, or cause to be offered, employment, either on a full time, part time, or
consulting basis, to any person who was employed by Employer, IndyMac Bank or
their affiliates on the date Officer's employment terminated, unless Officer
shall have received the prior written consent of Employer or IndyMac Bank or
such person has ceased for six (6) months to be employed by Employer, IndyMac
Bank or its affiliates. The foregoing clauses (i) through (iii) shall be
violated only by the personal solicitation or personally directed and targeted
solicitation by Officer and not by (A) general marketing or solicitation, (B)
solicitation by other employees of entities employing Officer of companies,
other business entities or individuals who are not specifically identified by
Officer, or (C) the providing of services by Officer's new employer to companies
or other business entities not so solicited by Officer.

               (i) CONSIDERATION; REMEDIES OF EMPLOYER. The consideration for
the Officer's covenants set forth in Sections 9(g) and (h), the sufficiency of
which is hereby acknowledged, is Employer's agreement to continue to employ
Officer and provide compensation and benefits pursuant to this Agreement,
including but not limited to Section 5(d). Officer acknowledges and agrees that
Employer's remedies at law for a breach or threatened breach of any of the
provisions of this Section would be inadequate and, in recognition of this fact,
Officer agrees that, in the event of such a breach or threatened breach, in
addition to any remedies at law, Employer, without posting any bond, shall be
entitled to seek equitable relief in the form of specific performance, a
temporary restraining order, a temporary or permanent injunction or any other
equitable remedy which may then be available.

               (j) REFORMATION. The provisions of Sections 9(g) and (h) are
intended to restrict Officer only to the extent permitted by law in the
jurisdiction where Officer is then a resident. To the extent any of such
provisions would otherwise be determined invalid or unenforceable by a Court of
competent jurisdiction, such Court shall exercise its discretion in reforming
the provisions of this Section to the end that Officer shall be subject to
reasonable provisions that are enforceable by Employer under the laws of the
jurisdiction where Officer is then a resident. If the laws of the state where
the Officer is then a resident completely prohibit any form of the foregoing
covenants, then Employer and Officer understand and agree that the foregoing
covenants are of no effect.

               (k) SEVERABILITY. If any provision of this Agreement is held
invalid or unenforceable, the remainder of this Agreement shall nevertheless
remain in full force and effect,


                                       19


<PAGE>
and if any provision is held invalid or unenforceable with respect to particular
circumstances, it shall nevertheless remain in full force and effect in all
other circumstances.

               (l) NO OBLIGATION TO MITIGATE. Officer shall not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise and no payment hereunder shall be offset or
reduced by the amount of any compensation or benefits provided to Officer in any
subsequent employment except as expressly otherwise provided by Section 5.

               (m) ADJUSTMENT OF OPTIONS. The number of shares of common stock
subject to the Option and the Performance Option, and the share price target
applicable to the Performance Option, shall be equitably adjusted by the
Committee pursuant to Section 6 of the Plan in the event of the occurrence of
any of the events described therein.

               (n) LEGAL FEES. The Employer shall pay the Officer's reasonable
legal fees and costs associated with entering into this Agreement.

        10. REGULATORY AUTHORITY. Any payments made to Officer pursuant to this
Agreement or otherwise are subject to and conditioned upon their not being in
violation of 12 U.S.C. Section 1828(k) and FDIC regulation 12 C.F.R. Part 359,
Golden Parachutes and Indemnification Payments, as applicable.


                                       20


<PAGE>
        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written.

                                   EMPLOYER

                                   By: /s/ David S. Loeb
                                       --------------------------------
                                       Name:  David Loeb
                                       Title:  Chairman of the Board

                                   OFFICER:


                                   /s/ Michael W. Perry
                                   ------------------------------------
                                   Michael W. Perry
                                   in his individual capacity


                                       21


<PAGE>
                                   APPENDIX A

        A "Change in Control" shall mean the occurrence during the term of the
Agreement, of any one of the following events:

               A. An acquisition of any common stock or other "Voting
Securities" (as hereinafter defined) of IndyMac Bancorp, Inc. ("Employer") by
any "Person" (as the term person is used for purposes of Section 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
immediately after which such Person has "Beneficial Ownership" (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty five percent
(25%) or more of the then outstanding shares of Employer's common stock or the
combined voting power of Employer's then outstanding Voting Securities;
provided, however, in determining whether a Change in Control has occurred,
Voting Securities which are acquired in a "Non-Control Acquisition" (as
hereinafter defined) shall not constitute an acquisition which would cause a
Change in Control. For purposes of this Agreement, (1) "Voting Securities" shall
mean Employer's outstanding voting securities entitled to vote generally in the
election of directors and (2) a "Non-Control Acquisition" shall mean an
acquisition by (i) an employee benefit plan (or a trust forming a part thereof)
maintained by (A) Employer or (B) any corporation or other Person of which a
majority of its voting power or its voting equity securities or equity interest
is owned, directly or indirectly, by Employer (for purposes of this definition;
a "Subsidiary"), (ii) Employer or any of its Subsidiaries, or (iii) any Person
in connection with a "Non-Control Transaction" (as hereinafter defined).

               B. The individuals who, as of the date of the Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least a majority of the members of the Board; provided, however, that if the
election, or nomination for election by Employer's common stockholders, of any
new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Agreement, be considered as
a member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board (a "Proxy Contest") including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest; or

               C. The consummation of:

                       (i) A merger, consolidation, or reorganization involving
        Employer, unless such merger, consolidation, or reorganization is a
        "Non-Control Transaction." A "Non Control Transaction" shall mean a
        merger, consolidation or reorganization of Employer where:

                            a. the stockholders of Employer, immediately before
               such merger, consolidation or reorganization, own directly or
               indirectly immediately following such merger, consolidation or
               reorganization more than fifty percent (50%) of the combined
               voting power of the outstanding Voting Securities of the
               corporation resulting from such merger, consolidation or
               reorganization (the


                                      A-1


<PAGE>
               "Surviving Corporation") in substantially the same proportion as
               their ownership of the Voting Securities immediately before such
               merger, consolidation or reorganization; provided, however, that
               if the stockholders of Parent, immediately before such merger,
               consolidation or reorganization, own directly or indirectly
               immediately following such merger, consolidation or
               reorganization forty-five percent to fifty percent (45% to 50%)
               of the combined voting power of the outstanding Voting Securities
               of the Surviving Corporation in substantially the same proportion
               as their ownership of the Voting Securities immediately before
               such merger, consolidation or reorganization, then a Change in
               Control shall be deemed to have occurred unless the members of
               the Incumbent Board who are not employees of Parent determine
               otherwise; and

                            b. no Person other than (i) Employer, (ii) any
               Subsidiary, (iii) any employee benefit plan (or any trust forming
               a part thereat) maintained by Employer, the Surviving Corporation
               or any Subsidiary, or (iv) any Person who, immediately prior to
               such merger, consolidation or reorganization had Beneficial
               Ownership of twenty-five percent (25%) or more of the then
               outstanding Voting Securities or common stock of Employer, has
               Beneficial Ownership of twenty-five percent (25%) or more of the
               combined voting power of the Surviving Corporation's then
               outstanding Voting Securities or its common stock;

                       (ii) Employer's stockholders approve a complete
        liquidation or dissolution of Employer;

                       (iii) The sale or other disposition of all or
        substantially all of the assets of Employer to any Person or Persons
        (other than a transfer to a Subsidiary); or

                       (iv) The sale or other disposition of all or
        substantially all of the stock or assets of IndyMac Bank, F.S.B. to any
        Person or Persons (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the then outstanding common stock or Voting
Securities as a result of the acquisition of common stock or Voting Securities
by Employer which, by reducing the number of shares of common stock or Voting
Securities then outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Person; provided, however, that if a Change of
Control would occur (but for the operation of this sentence) as a result of the
acquisition of common stock or Voting Securities by Employer, and after such
share acquisition by Employer, the Subject Person becomes the Beneficial Owner
of any additional common stock or Voting Securities which increases the
percentage of the then outstanding common stock or Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall occur.


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