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Exhibit 10.1
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT
BY AND BETWEEN
INDYMAC BANCORP, INC.
AND
MICHAEL W. PERRY
EFFECTIVE SEPTEMBER 18, 2006
AMENDED AND RESTATED AS OF SEPTEMBER 17, 2007




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Page1.
    
    
    Term
    
    
    12.
    
    
    Position, Duties and Responsibilities
    
    
    13.
    
    
    Scope of this Agreement and Outside Affiliations
    
    
    24.
    
    
    Compensation and Benefits
    
    
    2(a)
    
    
    
    Base Salary
    
    
    2(b)
    
    
    
    Incentive Compensation
    
    
    2(c)
    
    
    
    Equity Compensation
    
    
    4(d)
    
    
    
    Deferred Compensation
    
    
    4(e)
    
    
    
    Additional Benefits
    
    
    4(f)
    
    
    
    Travel
    
    
    5(g)
    
    
    
    Certain Perquisites and Business-Related Benefits
    
    
    5(h)
    
    
    
    Future Alternative compensation Structure
    
    
    65.
    
    
    Termination
    
    
    6(a)
    
    
    
    Disability
    
    
    7(b)
    
    
    
    Death
    
    
    8(c)
    
    
    
    Cause
    
    
    8(d)
    
    
    
    Other than For Cause of Disability
    
    
    10(e)
    
    
    
    Good Reason
    
    
    10(f)
    
    
    
    Voluntary Resignation
    
    
    11(g)
    
    
    
    Change in Control
    
    
    11(h)
    
    
    
    Notice of Termination
    
    
    12(i)
    
    
    
    Expiration of Employment Term or Retirement
    
    
    126.
    
    
    Certain Additional Payments by Employer
    
    
    137.
    
    
    Reimbursement of Business Expenses
    
    
    158.
    
    
    Indemnity
    
    
    159.
    
    
    Miscellaneous
    
    
    16(a)
    
    
    
    Successorship
    
    
    16(b)
    
    
    
    Notices
    
    
    16(c)
    
    
    
    Entire Agreement
    
    
    16(d)
    
    
    
    Waiver
    
    
    16(e)
    
    
    
    California Law
    
    
    16(f)
    
    
    
    Arbitration
    
    
    16(g)
    
    
    
    Confidentiality
    
    
    16(h)
    
    
    
    No Solicitation
    
    
    17(i)
    
    
    
    Cooperation
    
    
    17(i)
    
    
    
    Consideration; Remedies of Employer
    
    
    17(k)
    
    
    
    Reformation
    
    
    17(l)
    
    
    
    Moral Obligation
    
    
    18(m)
    
    
    
    Severability
    
    
    18(n)
    
    
    
    No Obligation to Mitigate
    
    
    18(o)
    
    
    
    Adjustment of Options
    
    
    18(p)
    
    
    
    Legal Fees
    
    
    18(q)
    
    
    
    Code Section 409A
    
    
    1810.
    
    
    Regulatory Authority
    
    
    1911.
    
    
    Sarbanes-Oxley
    
    
    19Appendix A




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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
 Agreement Employer Officer
 WITNESSETH:
 IndyMac Bank Amended Agreement Prior Agreement
  Affiliates
   Term
 Employment
Term
  Position, Duties and Responsibilities Board IndyMac Bank Board
 -1-




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Scope of This Agreement and Outside Affiliations provided
 provided Compensation Committee
 Compensation and Benefits
 Base Salary Base Salary
 Incentive Compensation
 Short Term Annual Incentive Compensation. Code STAIC Base
Level EPS Base Level Multiplier
 -2-




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EPS
    
    Base Level MultiplierBelow 5%
    
    
    0%5%
    
    
    25%10%
    
    
    50%13%
    
    
    75%15%
    
    
    100%Greater than or equal to 17%
    
    
    125%
  Alternative Base Level
 th
 Discretionary Annual Incentive Award th
 Long Term Annual Incentive Compensation. LTAIC
  -3-




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Plan LTAIC Deferral Plan
  provided
 Special Reduction. Scholarship Program
 Equity Compensation
 Deferred Compensation Credit Date Deferred
Compensation Plan Deferred Compensation Credit Deferred Amount
 Additional Benefits
  -4-




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Additional Benefits provided,
however,
 Eligible Dependents
  Travel
 Certain Perquisites and Business-Related Benefits
 Club Memberships
 -5-




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Car Allowance
 Financial Planning Services
 Life Insurance
 Long Term Disability
 Future Alternative Compensation Structure
 Termination
 -6-




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Disability Disability
 provided however
 Pro
Rata Annual Bonus
 Pro Rata Long Term
Bonus
 Equity Treatment
  Deferred Compensation
Treatment
  -7-




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Rights of
Indemnification Coverage Protection
 th Accrued Amounts
  Death
        Cause provided
 -8-




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Outside Directors
 provided provided, further
  provided, however,
 -9-




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Other Than For Cause or Disability (not in connection with a Change in Control)
 provided however
        Good Reason.
    -10-




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Voluntary Resignation (other than Retirement or Expiration of the Employment Term)
       Change in Control
 provided however
  -11-




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Notice of Termination
 Expiration of Employment Term or Retirement
        -12-




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Retirement.
 Certain Additional Payments by Employer Payments Excise
Tax Gross-Up Payment
 provided
  -13-




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Underpayment
      provided, however,
 -14-




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provided, however, provided, further
   Reimbursement of Business Expenses
 Indemnity
 -15-




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Miscellaneous
 Successorship
 Notices
 Entire Agreement provided,
however, provided, further
 Waiver
 California Law
 Arbitration
 Confidentiality
 -16-




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No Solicitation
 Cooperation provided
 Consideration; Remedies Of Employer
 Reformation
 -17-




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Moral Obligation
 Severability
 No Obligation to Mitigate
 Adjustment of Options
 Legal Fees
 Code Section 409A
    -18-




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provided
 Regulatory Authority
 Sarbanes-Oxley
   [Remainder of Page Left Blank]
 -19-




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IN WITNESS WHEREOF
 EMPLOYERBy:
    /s/ Sen. John F. Seymour (ret.)Name:
    Sen. John F. Seymour (ret.)Title:
    Chairman, Management Development and
Compensation CommitteeOFFICERBy:
    /s/ Michael W. PerryMichael W. Perry -20-




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Employer Exchange
Act provided however Subsidiary
 Incumbent Board provided, however Proxy Contest
   Surviving Corporation
 A-1




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Subject Person
 A-2