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                                                                     EXHIBIT 4.1

                         INDYMAC MORTGAGE HOLDINGS, INC.
                            2000 STOCK INCENTIVE PLAN

         1.       Purpose of Plan. The purpose of this 2000 Stock Incentive Plan
("Plan") of IndyMac Mortgage Holdings, Inc., a Delaware corporation (the
"Company"), is to enable the Company and any of its subsidiaries or affiliates
to attract, retain and motivate their employees, consultants, agents, officers
and directors by providing incentives related to equity interests in and the
financial performance of the Company.

         2.       Persons Eligible Under Plan. Any person, including any
director of the Company or any of its subsidiaries or affiliates, who is an
officer or employee of the Company or any of its subsidiaries or affiliates or
an individual who performs services for the Company or any of its subsidiaries
or affiliates of a nature similar to those performed by officers or employees,
such as consultants and agents (any of the foregoing, an "Employee") shall be
eligible to be considered for the grant of an Award (as defined in Section 5
below) or Awards under Section 5 of this Plan. Members of the Board of Directors
of the Company (the "Board"), and members of the boards of directors of any of
the Company's subsidiaries or affiliates who are not officers or employees of
the Company or any of its subsidiaries or affiliates ("Non-Employee Directors")
shall be eligible to receive Awards under this Plan only in the form of
nonqualified stock options granted automatically under the provisions of Section
10 of this Plan ("Director Options").

         3.       Stock Subject to Plan.

                  (a)      ISO Limit. The maximum number of Common Shares, $0.01
         par value per share, of the Company (the "Common Shares") that may be
         issued pursuant to options intended to qualify as incentive stock
         options ("Incentive Stock Options") under Section 422 of the Internal
         Revenue Code of 1986, as amended (the "Code"), granted under this Plan
         is 5,000,000, and provided further that, except as otherwise provided
         herein, the aggregate Fair Market Value (as defined in Section 10) of
         Common Shares with respect to which options intended to qualify as
         Incentive Stock Options are exercisable for the first time by any
         individual during any calendar year shall not exceed the limit, if any,
         set forth in Section 422(d) of the Code or any successor provision
         thereto. For purposes of this subsection (a), the Fair Market Value (as
         defined in Section 10) of any Common Shares shall be determined as of
         the time the Incentive Stock Option with respect to the Common Shares
         is granted. Pursuant to Section 422(a)(2) of the Code, only employees
         (as that term is used in Section 422(a)(2) of the Code) of the Company
         or the Company's wholly-owned subsidiaries may receive options intended
         to qualify as Incentive Stock Options under this Plan.

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                  (b)      Aggregate/Individual Share Limit.

                           (i)      The maximum number of Common Shares that may
                  be issued pursuant to all Awards (including Incentive Stock
                  Options, as set forth in subsection (a) above) granted under
                  this Plan, other than Common Shares that are issued pursuant
                  to Awards and subsequently reacquired by the Company pursuant
                  to the terms and conditions of such Awards ("Reacquired Common
                  Shares"), is 5,000,000, subject to adjustment as provided in
                  or pursuant to Section 6 or 10 hereof (such maximum number, as
                  so adjusted, shall be referred to as the "Share Limit").

                           (ii)     Notwithstanding anything contained herein to
                  the contrary, the aggregate number of Common Shares subject to
                  options, stock appreciation rights, and awards of restricted
                  stock granted during any calendar year to any individual shall
                  be limited to 1,000,000.

                  (c)      Share Reservation. No Award may be granted under this
         Plan unless, on the date of grant, the sum of (i) the maximum number of
         Common Shares issuable at any time pursuant to such Award, plus (ii)
         the number of Common Shares that have previously been issued pursuant
         to Awards granted under this Plan, other than Reacquired Common Shares
         available for reissue, plus (iii) the maximum number of Common Shares
         that may be issued at any time after such date of grant pursuant to
         Awards that are outstanding on such date, does not exceed the Share
         Limit. Common Shares distributed under the Plan may be treasury shares,
         authorized but unissued shares or shares purchased in the open market
         for this purpose.

                  (d)      Reissue of Awards and Common Shares. Awards payable
         in cash or Common Shares that are forfeited or for any reason are not
         so paid under this Plan, as well as Common Shares subject to Awards
         that expire or for any reason are terminated and are not issued or
         constitute Reacquired Common Shares, shall again be available for
         subsequent Awards under the Plan.

                  (e)      Fractional Shares/Minimum Issue. Fractional share
         interests shall be disregarded, but may be accumulated. No fewer than
         100 Common Shares may be purchased on exercise of any option granted
         under this Plan ("Option") at one time unless the number purchased is
         the total number at the time available for purchase under the Option.

                  (f)      Privileges of Stock Ownership. Except as otherwise
         expressly authorized by this Plan, an Award recipient shall not be
         entitled to any privilege of stock ownership as to any Common Shares
         subject to an Option granted under this Plan prior to the satisfaction
         of all conditions to the valid exercise of the Option.

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         4.       Administration of Plan.

                  (a)      The Committee. Except for the provisions of Section
         10 (which to the maximum extent feasible shall be self-effectuating),
         this Plan shall be administered by a committee of the Board (the
         "Committee") consisting of two or more directors, each of whom is a
         "Non-Employee Director," as such term is defined in Rule 16b-3 under
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         and an "Outside Director," as such term is defined for purposes of
         Section 162(m) of the Code.

                  (b)      Powers of the Committee. Subject to the express
         provisions of this Plan, the Committee shall be authorized and
         empowered to do all things necessary or desirable in connection with
         the administration of this Plan including, without limitation, the
         following:

                           (i) adopt, amend and rescind rules and regulations
                  relating to this Plan;

                           (ii) determine which persons meet the requirements of
                  Section 2 hereof for eligibility under this Plan and to which
                  of such eligible persons, if any, Awards will be granted
                  hereunder;

                           (iii) grant Awards to eligible persons and determine
                  the terms and conditions thereof, including, but not limited
                  to, the number of Common Shares issuable pursuant thereto, the
                  time not more than ten (10) years after the date of an Award
                  at which time the Award shall expire or (if not vested)
                  terminate, and the conditions upon which Awards become
                  exercisable or vest or shall expire or terminate, and the
                  consideration, if any, to be paid upon receipt, exercise or
                  vesting of Awards;

                           (iv) determine whether, and the extent to which,
                  adjustments are required pursuant to Section 6 hereof;

                           (v) interpret and construe this Plan and the terms
                  and conditions of any Award granted under Section 5, whether
                  before or after the date set forth in Section 7; and

                           (vi) determine the circumstances under which,
                  consistent with the provisions of Section 7, any outstanding
                  Award under Section 5 may be amended;

         which authority (except as to clauses (ii) and (iii) above) shall
         remain in effect so long as any Award remains outstanding under this
         Plan.

                  (c)      Specific Committee Responsibility and Discretion
         Regarding Awards. Subject to the express provisions of this Plan, the
         Committee, in its sole

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         and absolute discretion, shall determine all of the terms and
         conditions of each Award granted under Section 5 of this Plan, which
         terms and conditions may include, subject to such limitations as the
         Committee may from time to time impose, among other things, provisions
         that:

                           (i) permit the recipient of such Award, including any
                  recipient who is a director or officer of the Company, to pay
                  the purchase price of the Common Shares or other property
                  issuable pursuant to such Award, or such recipient's tax
                  withholding obligation upon such issuance or in respect of
                  such Award or Shares, in whole or in part, by any one or more
                  of the following:

                                    (A) the delivery of previously owned shares
                           of capital stock of the Company (including shares
                           acquired as or pursuant to Awards) then having been
                           owned by the recipient for at least six (6) months
                           (or such other period required under applicable law)
                           or the delivery of other property, or

                                    (B) the delivery of a promissory note, under
                           any applicable financing plan or on such other terms
                           and conditions, as in either case authorized by the
                           Committee, consistent with applicable law;

                           (ii) accelerate the receipt of benefits pursuant to
                  such Award upon the occurrence of specified events, including,
                  without limitation, a change of control of the Company, an
                  acquisition of a specified percentage of the voting power of
                  the Company, the dissolution or liquidation of the Company, a
                  sale of substantially all of the property and assets of the
                  Company or an event of the type described in Section 6 hereof,
                  or pursuant to the provisions of an employment contract not
                  inconsistent with the terms of this Plan, or in other
                  circumstances or upon the occurrence of other events as deemed
                  appropriate by the Committee;

                           (iii) qualify such Award as an Incentive Stock
                  Option;

                           (iv) extend the exercisability or term of any or all
                  such outstanding Awards, change the price of any or all such
                  outstanding Awards or otherwise change previously imposed
                  terms and conditions, in the specified events described in
                  clause (ii) above or in other circumstances or upon the
                  occurrence of other events as deemed appropriate by the
                  Committee, in each case subject to Section 7;

                           (v) authorize the conversion, succession or
                  substitution of outstanding Awards under Section 5 upon the
                  occurrence of any event of the type described in Section 6, or
                  in other circumstances or upon the occurrence of other events
                  as deemed appropriate by the Committee; and/or

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                           (vi) provide for automatic grants of Awards or
                  successive Awards.

         (d)      Binding Determinations. Any action taken by, or inaction of,
the Company, the Board or the Committee relating or pursuant to this Plan shall
be within the absolute discretion of that entity or body and shall be conclusive
and binding upon all persons. No member of the Board or officer of the Company
shall be liable for any such action or inaction of the entity or body, of
another person or, except in circumstances involving bad faith, of himself or
herself.

         (e)      Reliance on Experts. In making any determination or in taking
or not taking any action under this Plan, the Board and the Committee may obtain
and may rely upon the advice of experts, including professional advisors to the
Company. No director, officer or agent of the Company shall be liable for any
such action or determination taken or made or omitted in good faith.

         (f)      Delegation. The Committee may delegate ministerial,
non-discretionary functions to individuals who are officers or employees of the
Company. The Committee also may delegate to certain officer(s) of the Company
the authority to grant Awards pursuant to Section 5 of the Plan, provided that
such delegation is set forth in writing and includes all applicable limitations
and parameters to such Awards, and provided further that such Awards are
subsequently ratified by the Committee.

5.       Awards.

         (a)      Types of Awards. The Committee, on behalf of the Company, is
authorized under this Plan to enter into any type of arrangement with an
Employee that is not inconsistent with the provisions of this Plan and that by
its terms, involves or might involve the issuance of (i) Common Shares, (ii) an
option, warrant, convertible security, stock appreciation right or similar right
with an exercise or conversion privilege at a fixed or variable price related to
the Common Shares or other equity securities of the Company and/or the passage
of time, the occurrence of one or more events, or the satisfaction of
performance criteria or other conditions, or any combination of these variables,
or any similar security contemplated by subsection (b) below, or (iii) any
similar security with a value derived from the value of the Common Shares or
other equity securities of the Company, all of which may or may not involve the
payment of cash consideration, subject to subsection (e) below. The
authorization of any such arrangement (including any benefits described in
Section 5(e)) is referred to herein as the grant of an "Award". The date of
grant may be at or after (but not before) the date the Committee authorizes the
Award. All Awards shall be evidenced by a writing with a schedule memorializing
the grant of the Award to the recipient and setting forth certain specifics with
respect to the terms and conditions of the Award ("Award Memorandum").

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         (b)      Form of Awards. Awards are not restricted to any specified
form or structure and may include, without limitation, sales or bonuses of
stock, restricted stock, performance restricted stock, stock options, reload
stock options, stock purchase warrants, other rights to acquire stock,
securities convertible into or redeemable for stock, stock appreciation rights,
limited stock appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares, and an Award may consist of one such
security or benefit, or two or more of them in any combination or alternative.
In addition, any Award that is intended to qualify as an Incentive Stock Option
will automatically be converted into a non-qualified stock option to the extent
that such Award does not satisfy any applicable requirement under Section 422 of
the Code.

         (c)      Restricted Stock Awards. If expressly provided by the
Committee, and without limiting subsection (b) above, Awards of restricted
Common Shares ("Restricted Stock") may be made to the holder of any Option,
based upon dividends or distributions that would have been received had the
Common Shares covered by the Option been issued and outstanding on the
applicable dividend record date. The terms and conditions of any such Awards of
Restricted Stock shall be determined by the Committee and set forth in the
applicable Award Memorandum.

         (d)      Time and Method of Exercise. Awards may be exercised in whole
or in part at such time or times as shall be determined by the Committee and set
forth in the applicable Award Memorandum. Awards shall be exercised in
accordance with procedures established by the Committee, subject to Section
4(c)(i) and any holding periods required under applicable law.

         (e)      Price; Consideration; Option Pricing Limit. Common Shares may
be issued pursuant to an Award for any lawful consideration as determined by the
Committee, including, without limitation, cash, Common Shares (valued at then
Fair Market Value, as defined in Section 10), or services rendered by the
recipient of such Award; provided that no Common Shares shall be issued for less
than the minimum lawful consideration and no Option which is intended to be an
Incentive Stock Option shall be granted with an exercise price that is less than
the Fair Market Value (as defined in Section 10) of the underlying Common Shares
on the date of grant.

         (f)      Effect of Termination of Service or Death; Change in
Subsidiary Status. Subject to Section 4(c)(ii), and except as otherwise provided
in the applicable Award Memorandum or otherwise specified or approved by the
Committee, each Option and all other rights thereunder, to the extent not
exercised (whether or not presently exercisable), shall terminate and become
null and void at such time as the holder of such Option terminates service as an
Employee, except that:

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                  (i) if the holder terminates service as an Employee for a
         reason other than cause (as determined by the Committee in its sole
         discretion), death or permanent and total disability (as defined in
         clause (ii) below), the holder may at any time within a period of three
         months after such termination exercise such Option to the extent such
         Option was exercisable on the date of such termination;

                  (ii) if the holder terminates service as an Employee by reason
         of permanent and total disability (within the meaning of Section
         22(e)(3) of the Code), or if the holder becomes permanently and totally
         disabled within three months after termination described in clause (i),
         the holder may at any time within a period of twelve (12) months after
         such termination exercise such Option to the extent such Option was
         exercisable on the date of such termination; and

                  (iii) if the holder terminates service as an Employee by
         reason of death, or within three months after a termination described
         in clauses (i) or (ii), then such Option may be exercised within a
         period of twelve (12) months after the holder's termination of service
         as an Employee, to the extent such Option was exercisable on the date
         of such termination;

provided, however, that in no event may any such Option be exercised by any
holder after its expiration date.

         Notwithstanding any of the foregoing provisions of this subsection (f),
if the holder of an Option is an Employee of an entity which is a subsidiary or
affiliate of the Company and such entity ceases to be such a subsidiary or
affiliate of the Company, such event shall be deemed for purposes of this
subsection (f) to be a termination of the holder's service as an Employee
described in clause (i) above. Absence from work caused by military service or
authorized sick leave shall not be considered a termination of service as an
Employee for purposes of this subsection (f).

         (g)      Cash Awards; Loans. The Committee shall have the express
authority to create, add or include a cash payment or benefit under this Plan,
whether in lieu of, in addition to or as an Award or as a component of another
type of Award, and to make or authorize loans to finance, or to otherwise
accommodate the financing, acquisition or exercise of an Award or the
satisfaction of any related tax liability.

         (h)      Transfer Restrictions. Unless otherwise permitted in the
applicable Award Memorandum pursuant to the discretion of the Committee, no
Award granted hereunder shall be transferable other than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order.

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         (i)      Tax Withholding. Upon the issuance of Common Shares, the
payment of cash or any other taxable event in respect of an Award under this
Plan, such number of shares or amount of cash or other consideration, as the
case may be, otherwise issuable or payable may be reduced by the amount
necessary to satisfy the minimum applicable tax withholding requirements imposed
on the Company or any of its subsidiaries or affiliates in respect of such Award
or event, all to the extent and in such manner as the Committee may determine.

6.       Adjustments and Acceleration.

         (a)      Adjustments. If (i) the outstanding securities of the class
         then subject to this Plan (the "outstanding shares") (A) are increased,
         decreased, exchanged or converted as a result of a stock split
         (including a split in the form of a stock dividend), reverse stock
         split, recapitalization, or similar event or (B) are exchanged for or
         converted into cash, property or a different number or kind of
         securities (or if cash, property or securities are distributed in
         respect of the outstanding shares), as a result of a reorganization,
         merger, consolidation, exchange, recapitalization, restructuring or
         reclassification, or (ii) substantially all of the property and assets
         of the Company are sold as an entirety, or (iii) the Company is
         liquidated and dissolved, then, the Committee (or, in the case of
         Director Options, the Board) shall, in such manner and to such extent
         (if any) as is equitable and appropriate, make proportionate
         adjustments in (x) the number and type of shares or other securities or
         cash or other property that may be acquired pursuant to Options and
         other Awards previously granted under this Plan (and, where applicable,
         the exercise price thereof so as to maintain the same aggregate
         exercise price), (y) the maximum number and type of shares or other
         securities, cash, or property that may be issued or delivered pursuant
         to Options (including Incentive Stock Options and Director Options) and
         other Awards thereafter granted under this Plan, and (z) such other
         terms as necessarily are affected by such event. In the case of an
         extraordinary distribution, merger, reorganization, consolidation,
         combination, sale of assets, exchange or spin off, the Committee (or
         the Board, in the case of Director Options) may make provisions for a
         substitution or exchange of any or all outstanding Options or other
         Awards or rights (or for the securities, cash or property deliverable
         upon exercise of such outstanding Options or other Awards or rights),
         based upon the distribution or consideration payable to holders of the
         Common Shares of the Company upon or in respect of such event.

         (b)      Acceleration.

                  (i) The Committee, in the exercise of its reasonable
         discretion, may, but need not, make an affirmative determination in
         light of all circumstances surrounding a transaction or group of
         related transactions that a "Change in Control" for purposes of this
         Plan will either occur or

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         not occur. In making any such determination, the Committee shall give
         due consideration, without limitation, to the likely effect of such
         transaction(s) on the makeup of the shareholder base, the Board and the
         senior management of the Company. If the Committee does not exercise
         the right to make this affirmative determination with respect to a
         specific transaction or group of related transactions, then, with
         respect thereto, a "Change in Control" shall be deemed to occur for
         purposes of this Plan upon the occurrence of any one of the following
         events:

                           (A) An acquisition (other than directly from the
                  Company) of any common stock or other "Voting Securities" (as
                  hereinafter defined) of the Company by any "Person" (as the
                  term person is used for purposes of Sections 13(d) or 14(d) of
                  the Exchange Act, immediately after which such Person has
                  "Beneficial Ownership" (within the meaning of Rule 13d-3 under
                  the Exchange Act) of twenty five percent (25%) or more of the
                  then outstanding shares of the Company's common stock or the
                  combined voting power of the Company's then outstanding Voting
                  Securities; provided, however, that 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 Plan, (1) "Voting
                  Securities" shall mean the Company's outstanding voting
                  securities entitled to vote generally in the election of
                  directors and (2) a "Non-Control Acquisition" shall mean an
                  acquisition by (a) an employee benefit plan (or a trust
                  forming a part thereof) maintained by (x) the Company, or, (y)
                  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 the Company (for
                  purposes of this definition, a "Subsidiary"), (b) the Company
                  or any of its Subsidiaries, or (c) any Person in connection
                  with a "Non-Control Transaction" (as hereinafter defined);

                           (B) The individuals who as of March 1, 2000 are
                  members of the Board (the "Incumbent Board") cease for any
                  reason to constitute at least two-thirds of the members of the
                  Board; provided, however, that if the election, or nomination
                  for election by the Company'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
                  Plan, 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
                  under the Exchange Act) or other actual or threatened

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                  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: (1) A merger, consolidation
                  or reorganization involving the Company, unless such merger,
                  consolidation or reorganization is a "Non-Control
                  Transaction." A "Non-Control Transaction" shall mean a merger,
                  consolidation or reorganization of the Company where: (a) the
                  stockholders of the Company, immediately before such merger,
                  consolidation or reorganization, own directly or indirectly
                  immediately following such merger, consolidation or
                  reorganization, at least seventy percent (70%) of the combined
                  voting power of the outstanding Voting Securities of the
                  corporation resulting from such merger, consolidation or
                  reorganization (the "Surviving Corporation") in substantially
                  the same proportion as their ownership of the Voting
                  Securities immediately before such merger, consolidation or
                  reorganization; (b) the individuals who were members of the
                  Incumbent Board immediately prior to the execution of the
                  agreement providing for such merger, consolidation or
                  reorganization constitute at least two-thirds of the members
                  of the board of directors of the Surviving Corporation, or in
                  the event that, immediately following the consummation of such
                  transaction, a corporation beneficially owns, directly or
                  indirectly, a majority of the Voting Securities of the
                  Surviving Corporation, the board of directors of such
                  corporation; and (c) no Person other than (w) the Company, (x)
                  any Subsidiary, (y) any employee benefit plan (or any trust
                  forming a part thereof) maintained by the Company, the
                  Surviving Corporation, or any Subsidiary, or (z) 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 the Company, 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;

                                    (2) A complete liquidation or dissolution of
                           the Company,

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

                           (D) or any other occurrence or state of facts,
                  whether similar or dissimilar to the foregoing, that is
                  determined by the

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                  Committee to constitute a change in control of the management
                  or policies of the Company.

                  Notwithstanding the foregoing provisions of this Section
         6(b)(i), 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 the Company 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
         Persons; provided, however, that if a Change in Control would occur
         (but for the operation of this sentence) as a result of the acquisition
         of common stock or Voting Securities by the Company, and after such
         share acquisition by the Company, 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.

                  (i) Except as otherwise provided in Section 10(j), prior to a
         Change in Control, the Committee may determine in respect of Awards
         held by Employees that upon or in anticipation of the occurrence of the
         Change in Control benefits under Awards shall be accelerated only for a
         limited period of time, which period of time shall not be less than a
         period of time reasonably necessary to realize the benefits of such
         acceleration nor more than one year after the Change in Control. If
         such a determination is not made, then (subject to the last sentence of
         this clause) upon the occurrence of a Change in Control and without
         further action by the Board or the Committee, (A) each Option and stock
         appreciation right shall become immediately exercisable, (B)
         performance Restricted Stock shall immediately vest free of
         restrictions, and (C) each performance share Award shall become payable
         to the Employee. The Committee may override the limitations on
         acceleration in this Section 6(b)(ii) by express provision in the Award
         Memorandum or otherwise, and may accord any holder of an Award a right
         to refuse any acceleration, whether pursuant to the Award Memorandum or
         otherwise, in such circumstances as the Committee may approve. Any
         acceleration of Awards shall comply with any applicable regulatory and
         financial accounting requirements, including without limitation Section
         422 of the Code.

                  (ii) Any Awards that are (or but for a holder's rejection of
         acceleration would have been) accelerated under this Section 6 and that
         are not exercised or vested prior to a dissolution of the Company or a
         reorganization event described in Section 6(a) that the Company does
         not survive shall terminate, provided that if provision has been made,

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         consistent with the terms hereof, for the substitution, exchange or
         other settlement of Awards, such Awards shall be substituted, exchanged
         or otherwise settled in accordance with such provision.

                  (iii) Any Awards that are (or but for the holder's rejection
         of the acceleration would have been) accelerated that are not exercised
         or vested prior to an abandonment or termination of a transaction
         subject to shareholder approval that triggered the Change in Control
         (as evidenced by public announcement, Board resolution, execution of
         documents terminating the transaction, or other action or document
         objectively confirming such abandonment or termination), shall be
         restored to their prior status (except for the effects of the passage
         of time) as if no Change in Control had occurred.

7.       Amendment and Termination of Plan.

         (a)      No Award shall be granted under this Plan after March 1, 2010.
Although Common Shares may be issued after March 1, 2010 pursuant to Awards
granted prior to such date, no Common Shares otherwise shall be issued under
this Plan after such date. Notwithstanding the foregoing, any Award granted
prior to such date may vest or be amended after such date in any manner that
would have been permitted prior to such date, except that (except as provided
herein) no such amendment shall increase the number of shares subject to or
comprising such Award, or extend the final expiration date of the Award or
reduce (below the Fair Market Value (as defined in Section 10) on the date of
the amendment) the exercise price of or under such Award.

         (b)      The Board may, without shareholder approval, at any time and
from time to time, suspend, discontinue or amend this Plan in any respect
whatsoever, except that no such amendment shall impair any rights under any
Award theretofore made under the Plan without the consent of the holder of such
Award. Furthermore, and except as and to the extent otherwise permitted by the
provisions hereof, no such amendment shall, without shareholder approval, cause
the Plan to cease to satisfy any applicable condition of Rule 16b-3 under the
Exchange Act or cause any Award under the Plan to cease to qualify for any
applicable exception under Section 162(m) of the Code.

8.       Effective Date of Plan: Shareholder Approval. This Plan shall be
effective as of March 1, 2000, the date upon which it was approved by the Board;
provided, however, that no Common Shares may be issued under this Plan until it
has been approved by the affirmative votes of the holders of a majority of the
Common Shares of the Company present, or represented, and entitled to vote at a
meeting duly held in accordance with applicable law.

                                       12

<PAGE>

9.       Legal Issues.

         (a)      Compliance and Choice of Law: Severability. This Plan, the
granting and vesting of Awards under this Plan and the issuance and delivery of
Common Shares and/or the payment of money under this Plan or under Awards
granted hereunder are subject to compliance with all applicable federal and
state laws, rules and regulations (including but not limited to state and
federal securities law and federal margin requirements) and to such approvals by
any listing, regulatory or governmental authority as may, in the opinion of
counsel for the Company, be necessary or advisable in connection therewith. Any
securities delivered under this Plan shall be subject to such restrictions as
the Company may deem necessary or desirable to assure compliance with all
applicable legal requirements. This Plan, the Awards, all documents evidencing
Awards and all other related documents shall be governed by, and construed in
accordance with, the laws of the State of Delaware. If any provision shall be
held by a court of competent jurisdiction to be invalid and unenforceable, the
remaining provisions of this Plan (subject to Section 9(b)) shall continue in
effect.

         (b)      Plan Construction. It is the intent of the Company that this
Plan and Awards hereunder satisfy and be interpreted in a manner that in the
case of recipients who are or may become persons subject to Section 16 of the
Exchange Act satisfies the applicable requirements of Rule 16b-3 under the
Exchange Act so that such persons will be entitled to the benefits of Rule 16b-3
or other exemptive rules under Section 16 of the Exchange Act and will not be
subjected to avoidable liability thereunder. If any provision of this Plan or of
any Award would otherwise frustrate or conflict with the intent expressed above,
that provision to the extent possible shall be interpreted and deemed amended so
as to avoid such conflict, but to the extent of any remaining irreconcilable
conflict with such intent as to such persons in the circumstances, such
provision shall be deemed inoperative.

         (c)      Non-Exclusivity of Plan. Nothing in this Plan shall limit or
be deemed to limit the authority of the Board or the Committee to grant awards
or authorize any other compensation, with or without reference to the Common
Shares, under any other plan or authority.

10.      Non-Employee Director Options

         (a)      Participation. Awards relating to the Common Shares authorized
under this Plan shall be made under this Section 10 only to Non-Employee
Directors.

         (b)      Certain Definitions. The following definitions shall apply to
this Section 10:

                                       13

<PAGE>

                  (i) "Business Day" shall mean any day, other than Saturday,
         Sunday or any statutory holiday in the state of California.

                  (ii) "Director Option" shall mean an Option granted to a
         Non-Employee Director pursuant to this Section 10.

                  (iii) "Disability" shall mean a "permanent and total
         disability" within the meaning of Section 22(e)(3) of the Code.

                  (iv) "Fair Market Value" on a specified date shall mean (A) if
         the Common Shares are listed or admitted to trade on a national
         securities exchange, the average of the high and low reported sales
         prices of the Common Shares on the Composite Tape on such date, as
         published in the Western Edition of The Wall Street Journal, on the
         principal national securities exchange on which the Common Shares are
         so listed or admitted to trade, or, if there is no trading of the
         Shares on such date, then the average of the high and low reported
         sales prices of the Common Shares as quoted on such Composite Tape on
         the next preceding date on which there is trading in such Shares; (B)
         if the Common Shares are not listed or admitted to trade on a national
         securities exchange, the average of the high and low reported prices
         for the Common Shares on such date, as furnished by the National
         Association of Securities Dealers, Inc. ("NASD") through the NASDAQ
         National Market Reporting System (or a similar organization, if the
         NASD is no longer reporting such information); (C) if the Common Shares
         are not listed or admitted to trade on a national securities exchange
         and are not reported on the National Market Reporting System, the
         arithmetic mean between the bid and asked prices for the Shares on such
         date, as furnished by the NASD or a similar organization; or (D) if the
         Common Shares are not listed or admitted to trade on a national
         securities exchange nor reported on the National Market Reporting
         System and if bid and asked prices for the stock are not furnished by
         the NASD or a similar organization, the value as established by the
         Board at such time for purposes of this Plan.

                  (v) "Retirement" shall mean retirement or resignation as a
         director after at least five (5) years service as a director.

         (c)      Annual Awards. On the same date as the annual grant of Awards
to Employees pursuant to this Plan in each calendar year after 2000 during the
term of the Plan, there shall be granted to each Non-Employee Director then in
office nonqualified stock options to purchase the number of Common Shares equal
to 0.025% of the issued and outstanding Common Shares of the Company (excluding
any Common Shares held in treasury by the Company) as of the end of the
preceding fiscal year.

                                       14

<PAGE>

         (d)      Minimum Number of Shares. Notwithstanding anything to the
contrary contained herein, a Non-Employee Director shall not receive Options for
less than 7,500 Common Shares pursuant to this Section 10 in any calendar year.

         (e)      Purchase Price. The exercise price for Shares under any
Director Option shall be equal to 100% of the Fair Market Value of a Common
Share on the date the Director Option is granted. The exercise price for Shares
under any Director Option may be modified by a separate vote of the members of
the Board who are officers of the Company, as well as the full Board; provided,
that the modified exercise price shall be no less than 100% of the Fair Market
Value of a Common Share on the date the exercise price of the Director Option is
modified. The exercise price of any option granted under this Section 10 shall
be paid in full at the time of each purchase in cash equivalent or in Common
Shares valued at their Fair Market Value on the date of exercise of such option,
or partly in such shares and partly in cash, provided that any such Common
Shares used in payment shall have been owned by the Non-Employee Director at
least six months prior to the date of exercise.

         (f)      Option Period and Exercisability. Each Director Option granted
under this Section 10 shall become fully exercisable, in whole or in part, on
the first anniversary of the grant date. Each option granted under this Section
10 and all rights or obligations thereunder shall expire on the earlier of the
tenth anniversary of the date of grant or the liquidation or dissolution of the
Company and shall be subject to earlier termination as provided below.

         (g)      Termination of Directorship. If a Non-Employee Director's
services as a member of the Board, or as a member of the board of directors of a
subsidiary or affiliate of the Company, terminate by reason of death, Disability
or Retirement, an option granted pursuant to this Section 10 then held by such
Non-Employee Director shall immediately become and shall remain exercisable for
one year after the date of such termination or until the expiration of the
stated term of such option, whichever first occurs. If a Non-Employee Director's
services as a member of the Board, or as a member of the board of directors of a
subsidiary or affiliate of the Company, terminate for any other reason (other
than Cause), any option granted pursuant to this Section 10 which is not then
exercisable shall terminate and any such option which is then exercisable may be
exercised for three months after the date of such termination or until the
expiration of the stated term, which ever first occurs. If a Non-Employee
Director is terminated for Cause, all Director Options granted to such
Non-Employee Director shall be forfeited and shall no longer be exercisable,
effective on the date of such termination for Cause. For purposes of this
Section 10, "Cause" shall mean, with respect to any Non-Employee Director,
termination 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.

                                       15

<PAGE>

         (h)      Adjustments. The provisions of this Section 10 and Director
Options granted hereunder shall be subject to Section 6. If there shall occur
any event described in Section 6(a), then in addition to the matters
contemplated thereby, the Board shall, in such manner and to such extent (if
any) as is appropriate and equitable, proportionately adjust the dollar amounts
set forth elsewhere in this Section 10.

         (i)      Loans. Subject to the requirements of applicable law, the
Board may authorize loans to Non-Employee Directors to finance the exercise of
Awards; provided, however, that no loan shall be made to any Non-Employee
Director to finance the exercise of an Award made under this Section 10 unless
(i) such loan is made pursuant to a full recourse promissory note, and (ii) such
loan, if secured by Common Shares (whether issuable under the Award in question
or otherwise), is made in compliance with Regulation G of the Federal Reserve
Board.

         (j)      Acceleration Upon a Change in Control. Upon the occurrence of
a Change in Control referred to in Section 6(b), each Director Option granted
under this Section 10 shall become immediately exercisable in full subject to
the terms thereof. To the extent that any Director Option granted under this
Section 10 is not exercised prior to (i) a dissolution of the Company or (ii) a
merger or other corporate event that the Company does not survive, and no
provision is (or consistent with the provisions of Section 9 or 10 can be) made
for the assumption, conversion, substitution or exchange of the option, the
Director Option shall terminate upon the occurrence of such event.

         (k)      Other Provisions. The provisions of Sections 3(e)-(f), 5(h)
and 7 through 9 are incorporated herein by this reference.

         (l)      Grant of Options to Newly Elected Non-Employee Directors. Upon
the election of a newly elected Non-Employee Director, there shall be granted
automatically (without any action by the Committee or the Board) a nonqualified
stock option (the grant date of which shall be the date of such election) to
each newly elected Non-Employee Director as follows: (i) if the Non-Employee
Director is elected within six months of the date on which the most recent
Director Options were granted to existing Non-Employee Directors, a
non-qualified stock option to purchase the same number of Common Shares for
which the most recent Director Options were granted to existing Non-Employee
Directors, and (ii) if the Non-Employee Director is elected more than six months
following the date on which the most recent Director Options were granted to
existing Non-Employee Directors, but prior to the date in the following calendar
year on which Director Options are granted to existing Non-Employee Directors, a
non-qualified stock option to purchase one-half the number of Common Shares for
which the most recent Director Options were granted to existing Non-Employee
Directors.

                                       16

<PAGE>

                                Amendments to the
                            2000 Stock Incentive Plan
             (Adopted by the Board of Directors on October 17, 2000)

1.       Section 4(c)(iv) of the 2000 Stock Incentive Plan ("2000 Plan") shall
         be deleted in its entirety and replaced with the following:

                            "(iv) extend the exercisability or term of any or
              all such outstanding Awards or otherwise change previously imposed
              terms and conditions, in the specified events described in clause
              (ii) above, or in other circumstances or upon the occurrence of
              other events as deemed appropriate by the Committee, in each case
              subject to Section 7;"

2.       Section 5(f)(iii) of the 2000 Plan shall be deleted in its entirety and
         replaced with the following:

                            "(iii) if the holder terminates service as an
              Employee by reason of death, or if such death occurs within three
              months after a termination described in clauses (i) or (ii), then
              such Option may be exercised within a period of twelve (12) months
              after the holder's termination of services as an Employee, to the
              extent such Option was exercisable on the date of such
              termination;"

3.       To correct the error in Section 6(b) of the 2000 Plan whereby there
         exist two subparagraphs enumerated as "(i)", the second such
         subparagraph shall be renumbered (ii) and the subparagraphs currently
         numbered (ii) and (iii) shall be renumbered (iii) and (iv).

4.       The second sentence of Section 7(a) of the 2000 Plan shall be deleted
         in its entirety and replaced with the following:

              "Notwithstanding the foregoing, any Award granted prior to such
              date may vest or be amended after such date in any manner that
              would have been permitted prior to such date, except that no such
              amendment shall increase the number of shares subject to or
              comprising such Award, extend the final expiration date of the
              Award or reduce the exercise price of or under such Award."

5.       The second sentence of Section 10(e) of the 2000 Plan shall be deleted
         in its entirety.

                                       17

<PAGE>

                                Amendments to the
                            2000 Stock Incentive Plan
              (Adopted by the Board of Directors on April 24, 2002)

The 2000 Stock Incentive Plan ("Plan") is hereby amended, effective as of April
24, 2002, as follows:

1.       By adding the following new sentence at the end of Section 3(b)(i) of
         the Plan:

         "Subject to Section 6, the maximum number of Common Shares that may be
         issued in conjunction with Awards of Restricted Stock granted after
         April 24, 2002 shall not exceed the sum of (i) 157,153 Common Shares;
         and (ii) any Common Shares issued in conjunction with an Award of
         Restricted Stock and reacquired after April 24, 2002 by the Company."

2.       By substituting the following sentence for the first sentence of
         Section 5(d) of the Plan:

         "Awards may be exercised in whole or in part at such time or times as
         shall be determined by the Committee and set forth in the applicable
         Award Memorandum; provided, however that, if the right to become vested
         in such Award is conditioned on the completion of a specified period of
         service with the Company or the Subsidiaries, without achievement of
         performance objectives being required as a condition of either grant or
         vesting, then the required period of service for full vesting shall not
         be less than one year for shares covered by an Option Award and not
         less than three years for shares covered by a Restricted Stock Award
         (subject to acceleration of vesting, to the extent permitted by the
         Committee, in the event of the Participant's death, disability,
         retirement, change in control or involuntary termination)."

3.       By substituting the following for Section 5(e) of the Plan:

         "Common Shares may be issued pursuant to an Award for any lawful
         consideration as determined by the Committee, including, without
         limitation, cash, Common Shares (valued at then Fair Market Value, as
         defined in Section 10), or services rendered by the recipient of such
         Award; provided that no Common Shares shall be issued for less than the
         minimum lawful consideration and, for Options granted after April 24,
         2002, no Option shall be granted with an exercise price that is less
         than the Fair Market Value (as defined in Section 10) of the underlying
         Common Shares on the date of grant. Except for either adjustments
         pursuant to Section 6(a) (relating to adjustment of shares), or
         decreases approved by the Company's shareholders, the Exercise Price
         for any outstanding Option granted under the Plan may not be decreased
         after the date of grant nor may an outstanding Option granted under the
         Plan be surrendered to the Company as consideration for the grant of a
         new Option with a lower exercise price."

                                       18

<PAGE>

4.       By adding the following new sentence at the end of Section 7(b) of the
         Plan:

         "The provisions of Section 5(e) (relating to option pricing) cannot be
         amended unless the amendment is approved by the Company's
         shareholders."

5.       By adding the following sentence to Section 10(e) of the Plan as the
         second sentence thereof:

         "The exercise price for Shares under any Director Option may not be
         modified without shareholder approval."

                                       19

<PAGE>

                                Amendment to the
                            2000 Stock Incentive Plan
             (Adopted by the Board of Directors on January 27, 2004)

The 2000 Stock Incentive Plan ("Plan") is hereby amended, effective as of
January 27, 2004, as follows:

1.       By substituting the following for the two subsections numbered 6(b)(i)
of the Plan (regarding the Change in Control definition) and by re-numbering the
later subsections of Section 6(b) accordingly:

                  "(b)     Acceleration.

                           (i) Subject to subsection 6(b)(ii) below, a "Change
         in Control" shall be deemed to occur for purposes of this Plan upon the
         occurrence of any one of the following events:

                           (A)      An acquisition of any common stock or other
                  "Voting Securities" (as hereinafter defined) of the Company 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 the
                  Company's common stock or the combined voting power of the
                  Company'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 Plan, (1) "Voting Securities"
                  shall mean the Company's outstanding voting securities
                  entitled to vote generally in the election of directors and
                  (2) a "Non-Control Acquisition" shall mean an acquisition by
                  (a) the Company or any of its Subsidiaries, (b) an employee
                  benefit plan (or a trust forming a part thereof) maintained by
                  (x) the Company, or (y) 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 the Company (for purposes of the definition in
                  this subsection 6.1, a "Subsidiary"), or (c) any Person in
                  connection with a "Non-Control Transaction" (as hereinafter
                  defined).

                           (B)      The individuals who, as of the Effective
                  Date, were 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 Company'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 Plan be considered as a member of the
                  Incumbent Board;

                                     - 20 -

<PAGE>

                  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 a merger, consolidation,
                  or reorganization involving the Company or the sale or other
                  disposition of all or substantially all of the assets of the
                  Company to any Person or Persons other than a transfer to a
                  Subsidiary, or 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 (in each case, a "Business Transaction")), unless
                  such Business Transaction is a "Non-Control Transaction." A
                  "Non Control Transaction" shall mean a Business Transaction
                  where:

                           (a)      the stockholders of the Company, immediately
                                    before such Business Transaction, own
                                    directly or indirectly immediately following
                                    such Business Transaction more than sixty
                                    percent (60% ) of the combined voting power
                                    of the outstanding Voting Securities of the
                                    corporation resulting from such merger,
                                    consolidation or reorganization or
                                    purchasing such assets or stock (the
                                    "Surviving Corporation") in substantially
                                    the same proportion as their ownership of
                                    the Voting Securities immediately before
                                    such Business Transaction;

                           (b)      the individuals who were members of the
                                    Incumbent Board immediately prior to the
                                    execution of the agreement providing for
                                    such Business Transaction constitute at
                                    least a majority of the members of the board
                                    of directors of the Surviving Corporation,
                                    or in the event that, immediately following
                                    the consummation of such Business
                                    Transaction, a corporation beneficially
                                    owns, directly or indirectly, a majority of
                                    the Voting Securities of the Surviving
                                    Corporation, the board of directors of such
                                    corporation; and

                           (c)      no Person other than (i) the Company, (ii)
                                    any Subsidiary, (iii) any employee benefit
                                    plan (or any trust forming a part thereof)
                                    maintained by the Company, the Surviving
                                    Corporation or any Subsidiary, or (iv) any
                                    Person who, immediately prior to such
                                    Business Transaction had Beneficial
                                    Ownership of twenty-five percent (25%) or
                                    more of the then outstanding Voting
                                    Securities or common

                                     - 21 -

<PAGE>

                                    stock of the Company, 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; or

                           (D)      The Company's stockholders approve a
                  complete liquidation or dissolution of the Company.

         Notwithstanding the foregoing provisions of this subsection 6(b)(i), 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 the Company 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 in Control would occur (but
         for the operation of this sentence) as a result of the acquisition of
         common stock or Voting Securities by the Company, and after such share
         acquisition by the Company, 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.

                  (ii)     Notwithstanding the provisions of this subsection
         6(b)(i), the Board, in the exercise of its reasonable discretion, may,
         but need not, make an affirmative determination prior to the
         consummation of a Business Transaction (as defined in subsection
         b(i)(C)) that, in light of all circumstances, such Business Transaction
         will be not be treated as a Change in Control for purposes of this
         Plan, by reason of it being in essence a "combination of equals" or for
         any other reason. In making any such determination, the Board shall
         give due consideration, without limitation, to the likely effect of
         such transaction(s) on the makeup of the stockholder base, the Board
         and the senior management of the Company.

                  (iii)    Except as otherwise provided in Section 10(j), an
         Award Memorandum or a written agreement between the Company and a
         Participant to the contrary, in the event of a Change in Control, then
         all outstanding Awards previously granted to the Participant hereunder
         that have not already vested shall vest on the first anniversary of the
         Change in Control; provided, however, that in the event that a
         Participant's employment with IndyMac or any successor employee is
         terminated within one (1) year following a Change in Control (i) by
         reason of the Participant's Disability or Death, or (ii) either by the
         employer without Cause or by the Participant for Good Reason, then all
         outstanding Awards previously granted to the Participant hereunder that
         have not already vested shall vest on the date of such termination of
         employment. In the event of such acceleration of "vesting," each Option
         shall become immediately exercisable, and (B) outstanding Awards shall
         immediately vest free of restrictions, and shall

                                     - 22 -

<PAGE>

         become payable to the Participant. Notwithstanding the foregoing and
         anything to the contrary herein, prior to a Change in Control, the
         Committee may in its sole discretion amend this Section 6(b)(iii) to
         alter the acceleration of Awards in the event of a Change in Control,
         including, without limitation, to provide for immediate acceleration of
         awards or to prohibit or otherwise limit such acceleration. The
         Committee may accord any holder of an Award a right to refuse any
         acceleration, whether pursuant to the Award Memorandum or otherwise, in
         such circumstances as the Committee may approve. In determining whether
         and in what manner to accelerate the vesting of Awards under the Plan,
         the Committee shall consider the effect thereof under applicable
         regulatory and financial accounting principles, including without
         limitation section 422 of the Code.

         For purposes of this section, "Cause" shall have the meaning assigned
         such term in the employment agreement, if any, between a Participant
         and the Company or an affiliate, provided, however that if there is no
         such employment agreement in which such term is defined, and unless
         otherwise defined in the applicable Award, "Cause" shall mean, with
         respect to any Employee, termination of employment with the Company or
         any Subsidiary 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.

         For purposes of this section, "Good Reason" shall have the meaning
         assigned such term in the employment agreement, if any, between a
         Participant and the Company or an affiliate, provided, however that if
         there is no such Employment Agreement in which such term is defined,
         and unless otherwise defined in the applicable Award, "Good Reason"
         shall mean, with respect to any Employee, any of the following acts by
         the Company or an affiliate, without the consent of the Participant (in
         each case, other than an isolated, insubstantial and inadvertent action
         not taken in bad faith and which is remedied by the Company or the
         affiliate promptly after receipt of notice thereof given by the
         Participant): (i) the assignment to the Participant of duties
         materially inconsistent with, or a material diminution in, the
         Participant's position, authority, duties or responsibilities as in
         effect immediately prior to a Change in Control, (ii) a reduction by
         the Company or an affiliate in the Participant's base salary, (iii) the
         Company or an affiliate requiring the Participant, without his or her
         consent, to be based at any office or location more than 35 miles from
         the location at which the Participant was stationed immediately prior
         to a Change in Control, (iv) the continuing material breach by the
         Company or an affiliate of any Employment Agreement between the
         Participant and the Company or an affiliate after the expiration of any
         applicable period for cure, or (v) the expiration an employment
         agreement between the Employee and the Company or any affiliate in
         effect prior to a Change in Control without renewal by the Company or
         its successor on or following a Change in Control on terms that are
         substantially comparable to the terms of such employment agreement."

                                     - 23 -

<PAGE>

                                     - 24 -