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                                                                    EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is entered into effective
July 31, 2003, by and between IndyMac Bank, F.S.B. ("Employer") and Thomas H.
Potts ("Officer").

         1.       TERM. Employer agrees to employ Officer and Officer agrees to
serve Employer and its affiliates, in accordance with the terms and conditions
of this Agreement, for a period of three (3) years, commencing on the date first
set forth above, unless Officer's employment is earlier terminated as herein
provided.

         2.       POSITION, DUTIES AND RESPONSIBILITIES. Officer shall serve as
an Executive Vice President of Employer, or of one of Employer's affiliated
companies, as determined by Employer. Officer agrees to devote Officer's
full-time best efforts to the business and affairs of Employer and its
affiliates, to perform such executive and managerial duties as may be assigned
to Officer, and to diligently promote the business, affairs and interests of
Employer and its affiliates. If so requested by Employer, Officer agrees to
serve concurrently, and without additional compensation, as an officer of both
Employer and of one or more of Employer's affiliates, including its
subsidiaries.

         3.       OUTSIDE AFFILIATIONS. During the term of this Agreement,
Officer shall not compete, either directly or indirectly, with the business of
Employer or its affiliates. Except as otherwise provided in this Agreement,
Officer may make and manage personal business investments of Officer's choice
and may serve in any capacity with any civic, educational or charitable
organization, or with any governmental entity or trade association, provided
that such activities do not interfere with or conflict with Officer's duties
under this Agreement. Officer may not sit on the board of directors of any
civic, educational or charitable organization without first obtaining Employer's
written consent.

         4.       COMPENSATION AND BENEFITS. In consideration of the performance
of Officer's duties under this Agreement, Employer or its affiliates shall
provide to Officer the compensation set forth below. All compensation paid to
Officer by Employer or by any of its affiliates shall be aggregated in
determining whether Officer has received the benefits described herein, but
without prejudice to the allocation of costs among the entities to which Officer
renders services under this Agreement.

                  4.1      BASE SALARY. Employer shall pay to Officer a base
salary at the annual rate set forth in Appendix A. Officer's base salary shall
be payable in equal installments no less frequently than every month. Employer
may, in its sole discretion, increase Officer's base salary during the term of
this Agreement, but Employer will not decrease Officer's base salary below the
amount set forth in Appendix A.

                  4.2      INCENTIVE COMPENSATION. For each calendar year during
the term of this Agreement, Employer shall pay to Officer an incentive
compensation award in an amount to be determined pursuant to the then-applicable
Annual Incentive Plan set forth in Appendix A. The terms of the Annual Incentive
Plan shall be agreed upon by Employer and Officer during the first

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quarter of each new calendar year during the term of this Agreement. Any
incentive compensation award payable to Officer pursuant to the Annual Incentive
Plan shall be paid no later than thirty (30) days after completion and
publication of the applicable audited financial statements for the relevant
calendar year. Except as otherwise provided herein, any incentive compensation
award described in the Annual Incentive Plan, and Officer's base salary to the
extent that the incentive compensation award is a percentage of Officer's base
salary, shall be prorated to the extent that Officer is employed for less than
twelve (12) full months during the relevant calendar year.

                  4.3      STOCK OPTIONS AND RESTRICTED STOCK. During the term
of this Agreement, Employer's public company affiliate, IndyMac Bancorp, Inc.,
or any successor public company ("Public Company"), may grant to Officer stock
options and/or restricted stock for such number of shares of the Public
Company's common stock as the Compensation Committee of the Board of Directors
of the Public Company ("Compensation Committee") in its sole discretion
determines, taking into account Officer's and the Public Company's performance
and the competitive practices then prevailing regarding the granting of stock
options. Subject to the foregoing, it is anticipated that the number of shares
in respect of each annual stock option and/or restricted stock grant, if any,
shall be comparable to the number of shares granted to officers of Employer at a
level similar to Officer's level. The stock options and/or restricted stock
herein described shall be granted at the same time as the Public Company grants
stock options and/or restricted stock to its other officers.

                  All stock options and restricted stock granted herein: (i)
shall be granted pursuant to the Public Company's current stock option plan, or
such other stock option plan or plans as may come into effect during the term of
this Agreement, (ii) shall be priced and shall vest in accordance with the terms
set by the Compensation Committee or as otherwise set forth in this Agreement,
and (iii) shall be subject to such other reasonable terms and conditions as may
be determined by the Compensation Committee and set forth in the agreement or
other document evidencing the award.

                  The effect of Officer's termination on the vesting of any
stock options or restricted stock granted under this Agreement is described in
Section 5.2. In the event that vested options held by Officer immediately after
such termination represent shares of common stock in an amount equal to or
greater than 500,000, then the maximum period for the exercise of any options
shall be twelve (12) months. In the event that vested options held by Officer
immediately after such termination represent shares of common stock in an amount
equal to or greater than 100,000 but less than 500,000, then the maximum period
for the exercise of any options shall be six (6) months. In the event that
vested options held by Officer immediately after such termination represent
shares of common stock in an amount less than 100,000, then the maximum period
for their exercise shall be three (3) months.

                  4.4      ADDITIONAL BENEFITS. Officer shall be entitled to
paid vacation, subject to Employer's vacation policies in effect from time to
time. Officer shall also be entitled to participate in Employer's life and
medical insurance plans, and in any stock purchase, executive compensation,
pension, profit-sharing, deferred compensation, or other benefit or bonus plans
that are offered to Employer's employees generally, or to officers of Employer
at a level similar to Officer's level, subject to the terms and conditions,
including any applicable eligibility

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requirements, of any such plan. This Agreement shall not affect or otherwise
modify the provisions of any other compensation, retirement or other benefit
program or plan of Employer.

         5.       TERMINATION OF EMPLOYMENT. This Agreement, the compensation
and benefits provided under this Agreement, and Officer's employment with
Employer, are terminable as herein provided.

                  5.1      GROUNDS FOR TERMINATION. Employer may, in its sole
and absolute discretion, terminate this Agreement and Officer's employment on
the following grounds:

                           5.1.1    DISABILITY. In the event of Officer's
inability to perform his or her duties (with or without reasonable
accommodation) because of illness, injury or similar incapacity for four (4)
consecutive calendar months, or for shorter periods aggregating eighty (80) or
more business days in any twelve (12)-month period ("Disability"), this
Agreement and Officer's employment may be terminated by Employer by giving
Notice of Termination as provided in Section 9.1.

                           5.1.2    DEATH. In the event of Officer's death
during the term of this Agreement ("Death"), this Agreement and Officer's
employment shall immediately and automatically terminate.

                           5.1.3    CAUSE. Employer may terminate this Agreement
and Officer's employment by giving Notice of Termination at any time for cause.
"Cause" means any act or omission to act by Officer which constitutes, in the
sole discretion of Employer, (i) a material breach of this Agreement that is
committed in bad faith or without reasonable belief that such act or omission is
in the best interests of Employer, (ii) negligence or misconduct resulting in a
material loss to Employer, (iii) gross negligence, (iv) an intentional and
material failure to perform Officer's assigned duties, (v) fraud, theft or
dishonesty, (vi) willful violation of any law, rule or regulation of a
governmental authority, other than traffic violations, (vii) regular alcohol or
drug abuse, (viii) such other conduct as is reasonably likely to cause Employer
public disgrace or disrepute, or (ix) entry of an order by any state or federal
regulatory agency either removing Officer from Officer's position with Employer
or its affiliates or prohibiting Officer from participating in the conduct of
the affairs of Employer or any of its affiliates.

                           5.1.4    POOR PERFORMANCE. Employer may terminate
this Agreement and Officer's employment by giving Notice of Termination at any
time for poor performance. "Poor Performance" means a failure of Officer to
properly meet, in the sole discretion of Employer, the duties and
responsibilities of Officer's position in a competent fashion.

                           5.1.5    NO CAUSE. Employer may, in its sole and
absolute discretion, terminate this Agreement and Officer's employment by giving
Notice of Termination at any time for no reason, or for any reason whatsoever
other than Death, Disability, Cause or Poor Performance ("No Cause").

                           5.1.6    RESIGNATION. Should Officer voluntarily
resign Officer's employment, either by giving Notice of Termination during the
term of this Agreement or otherwise ("Resignation"), Officer's employment shall
terminate immediately, unless Officer and Employer mutually agree on a later
effective date of termination.

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                  5.2      BENEFITS UPON TERMINATION.

                           5.2.1    DISABILITY. Regardless of Officer's position
or years of service with Employer or its affiliates, in the event that Officer's
employment terminates by reason of Disability, as defined in Section 5.1.1,
Officer shall be entitled to receive (i) all accrued but unpaid vacation
benefits as of the Termination Date, as defined in Section 9.1, (ii) any other
benefits already vested as of the Termination Date under any of Employer's
applicable stock option, pension, bonus or other similar plans in which Officer
participated immediately prior to termination ("Vested Benefits"), (iii) the
immediate vesting, to the extent not otherwise vested, of all outstanding stock
options or similar awards previously granted to Officer under Section 4.3, and
(iv) Officer's incentive compensation award for the year in which Officer became
disabled, prorated to the Termination Date. Officer shall also be entitled to
receive the following benefits for a period of time commencing from the
Termination Date and continuing for the number of months remaining in the term
of this Agreement, or until Officer's death, whichever first occurs: (v)
continuation of Officer's base salary, reduced by 50%, minus the amount of any
cash payments due to Officer under the terms of Employer's disability insurance
or other disability benefit plan funded by Employer or Employer's tax-qualified
Defined Benefit Pension Plan, all subject to Section 5.2.8, and (vi)
continuation of benefits substantially equivalent to the life, disability and
medical insurance policies maintained by Employer on behalf of Officer and
Officer's spouse and dependents, if any, immediately prior to the Notice of
Termination, but then only to the extent that Officer is not entitled to
comparable benefits from other employment.

                           5.2.2    DEATH. Regardless of Officer's position or
years of service with Employer or its affiliates, in the event of Officer's
Death, as defined in Section 5.1.2, Employer shall pay to such person or persons
as Officer shall have designated in writing or, in the absence of such a
designation, to Officer's estate, (i) all accrued but unpaid vacation benefits
as of the date of Death, (ii) any Vested Benefits, (iii) to the extent not
otherwise vested, all outstanding stock options or similar awards previously
granted to Officer, which will vest immediately upon Officer's Death, and (iv)
Officer's incentive compensation award for the year in which Death occurs,
prorated to date of Death. Employer shall also, within forty-five (45) days
following Officer's Death, pay to Officer's designee or to Officer's estate an
amount equal to two times Officer's last annual base salary. Employer shall
also, for a period of twelve (12) months following the date of Officer's Death,
pay the cost of any continued coverage under Employer's group medical insurance
plan for the benefit of Officer's spouse and dependents, if any, should they
elect continued coverage under COBRA, provided they were covered under the plan
immediately prior to Officer's Death.

                           5.2.3    CAUSE. Regardless of Officer's position or
years of service with Employer or its affiliates, in the event of Officer's
termination for Cause, as defined in Section 5.1.3, Officer shall be entitled to
payment of Officer's base salary through the Termination Date, to any accrued
but unpaid vacation benefits, and to any other Vested Benefits, but to no other
payments or benefits whatsoever.

                           5.2.4    POOR PERFORMANCE. In the event of Officer's
termination for Poor Performance, as defined in Section 5.1.4, the benefits
payable to Officer shall depend upon Officer's position and years of continuous
service to Employer or its affiliates. If Officer had five (5) or fewer years of
continuous service as of the Termination Date, Officer shall be entitled

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to payment of Officer's base salary through the Termination Date, and to
continuation of Officer's base salary, reduced by 50%, for the lesser of one
year or the number of months remaining in the term of this Agreement as of the
Termination Date, subject to Section 5.2.8.

                           If Officer had more than five (5) years of continuous
service as of the Termination Date, or if Officer is a director, officer or
principal stockholder of Employer or of any of its affiliates as described in
Section 16(a) of the Exchange Act ("Section 16 Employee"), Officer shall be
entitled to payment of Officer's base salary through the Termination Date, and
to continuation of Officer's base salary for the lesser of one year or the
number of months remaining in the term of this Agreement as of the Termination
Date, subject to Section 5.2.8, and to the additional benefit described in
Section 5.2.9, if allowed by law.

                           Regardless of Officer's position or years of service,
Officer shall also be entitled to any accrued but unpaid vacation benefits, to
any other Vested Benefits, and to Officer's incentive compensation award for the
year in which Officer was terminated, prorated to the Termination Date, but to
no other payments or benefits whatsoever.

                           5.2.5    NO CAUSE. In the event Officer's employment
is terminated for No Cause, as defined in Section 5.1.5, the benefits payable to
Officer shall depend upon Officer's position and years of continuous service to
Employer or its affiliates. If Officer had five (5) or fewer years of continuous
service as of the Termination Date, Officer shall be entitled to payment of
Officer's base salary through the Termination Date, and to continuation of
Officer's base salary for the lesser of one year or the number of months
remaining in the term of this Agreement as of the Termination Date, subject to
Section 5.2.8.

                           If Officer had more than five (5) years of continuous
service as of the Termination Date, or if Officer is a Section 16 Employee,
Officer shall be entitled to payment of Officer's base salary through the
Termination Date, to continuation of Officer's base salary, increased by 100%,
for the lesser of one year or the number of months remaining in the term of this
Agreement as of the Termination Date, subject to Section 5.2.8, and to the
additional benefit described in Section 5.2.9, if allowed by law.

                           Regardless of Officer's position or years of service,
Officer shall also be entitled to any accrued but unpaid vacation benefits, to
any other Vested Benefits, to Officer's incentive compensation award for the
year in which Officer was terminated, prorated to the Termination Date, and to
the immediate vesting, to the extent not otherwise vested, of all outstanding
stock options or similar awards previously granted to Officer under Section 4.3,
but only to the extent that any such outstanding stock options or similar awards
would, by their terms, vest within one (1) year of the Termination Date. In
addition, Officer shall be entitled, for a period of twelve (12) months
following the Termination Date, to continuation of benefits substantially
equivalent to the life, disability and medical insurance policies maintained by
Employer on behalf of Officer and Officer's spouse and dependents, if any,
immediately prior to the Notice of Termination, but only to the extent that
Officer is not entitled to comparable benefits from other employment.

                           5.2.6    RESIGNATION. In the event of Officer's
Resignation, as defined in Section 5.1.6, Officer shall be entitled to payment
of Officer's base salary through the

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Termination Date, to any accrued but unpaid vacation benefits, and to any other
Vested Benefits, but to no other payments or benefits whatsoever.

                           5.2.7    CHANGE IN CONTROL. As used herein, a "Change
in Control" shall be deemed to have occurred if any person or entity other than
IndyMac Bank Corp., Inc. becomes the beneficial owner, as defined in Rule 13d-3
under the Exchange Act, of more than 50% of the combined voting power of the
outstanding stock of Employer, or acquires all or substantially all of the
assets of Employer.

                           If a Change in Control should occur during the term
of this Agreement, and should Officer's employment be terminated within one (1)
year following the Change in Control (i) by reason of Officer's Disability or
Death, or (ii) either for No Cause or because this Agreement expires and is not
renewed by Employer or its successor on terms that are substantially comparable
to the terms of this Agreement, then all outstanding stock options or similar
awards previously granted to Officer under Section 4.3 that have not already
vested shall vest on the Termination Date.

                           If a Change in Control should occur during the term
of this Agreement, and should Officer's employment continue without termination
beyond the first anniversary of the Change in Control, then all outstanding
stock options or similar awards previously granted to Officer under Section 4.3
that have not already vested shall vest upon the first anniversary of the Change
in Control.

                           If a Change in Control should occur during the term
of this Agreement, and should Officer's employment be terminated within two (2)
years following the Change in Control either for No Cause or because this
Agreement expires and is not renewed by Employer or its successor on terms that
are substantially comparable to the terms of this Agreement, then Officer shall
be entitled, in addition to the foregoing and in lieu of any other benefits
described elsewhere in this Agreement, to (i) any accrued but unpaid vacation
benefits, (ii) any other Vested Benefits, (iii) payment of Officer's base salary
through the Termination Date, (iv) continuation of Officer's base salary,
increased by 100%, for a period of twelve (12) months following the Termination
Date, (v) Officer's incentive compensation award, without proration, for the
year in which Officer was terminated, also increased by 100%, (vi) the
additional benefit described in Section 5.2.9, if allowed by law, and (vii)
continuation, for a period of twelve (12) months following the Termination Date,
of benefits substantially equivalent to the life, disability and medical
insurance policies maintained by Employer on behalf of Officer and Officer's
spouse and dependents, if any, immediately prior to the Notice of Termination,
but only to the extent that Officer is not entitled to comparable benefits from
other employment.

                           5.2.8    OTHER EMPLOYMENT. Employer's obligation to
pay salary continuation benefits to Officer in the event of Officer's
termination for Disability, Poor Performance or No Cause shall immediately cease
in the event that Officer obtains employment for compensation (whether as an
employee, independent contractor, consultant or otherwise) with any person or
entity.

                           5.2.9    EXCISE TAX. In the event it should be
determined that any payment or distribution by Employer as the result of
Officer's termination due to Poor Performance or No

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Cause would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code, the affected payments or distributions shall include gross-up for
any excise taxes due under Section 280G of the Code or similar "golden
parachute" provisions, plus any excise, income, or payroll taxes owed on the
excise payment amount. In order to be eligible for this benefit, Officer must
have had more than five (5) years of continuous service to Employer or its
affiliates as of the Termination Date, or must be a Section 16 Employee. If the
law prohibits any form of the foregoing benefit, then Employer and Officer
understand and agree that this Section 5.2.9 is of no effect.

                           5.2.10   RELEASE OF CLAIMS. Employer's obligation to
pay any salary continuation, benefits continuation or other non-vested benefits
in the event of the termination of Officer's employment due to Disability, Poor
Performance or No Cause, as defined in Sections 5.1.1, 5.1.4 and 5.1.5, is
expressly conditional upon Officer first executing a general release of all
claims or causes of action, whether known or unknown, that Officer may have or
hold against Employer including, but not limited to, any claims for breach of
contract, for employment discrimination or harassment, for wrongful termination
or for other tortious conduct in connection with Officer's employment or its
termination. Such release agreement shall be prepared by Employer, and shall
include an express waiver by Officer of California Civil Code section 1542.

         6.       NO SOLICITATION, NON-COMPETITION AND CONFIDENTIALITY. In order
to receive and retain the salary continuation, benefits continuation or other
non-vested benefits payable to Officer in the event of termination by reason of
Disability, Poor Performance or No Cause, as defined in Sections 5.1.1, 5.1.4
and 5.1.5, Officer agrees to the following:

                  6.1      NON-COMPETITION. During employment and for a period
of one (1) year after termination of employment, Officer shall not engage in any
business, whether as an employee, consultant, partner, principal, agent,
representative or stock holder (other than as a holder of less than one percent
(1%) equity interest), or in any other corporate or representative capacity,
with any other business that is engaged in any activity that competes with the
business of Employer or its affiliates, as conducted as of the date of the
termination of Officer's employment.

                  6.2      NO SOLICITATION. During employment and for a period
of one (1) year after termination of employment, Officer shall not:

                           6.2.1    Solicit, or cause to be solicited, any
customers of Employer or its affiliates for purposes of promoting or selling any
products or services competitive with those of Employer or its affiliates;

                           6.2.2    Solicit business from, or perform services
for, any company or other business entity which at any time during the two (2)
year period immediately preceding Officer's termination of employment with
Employer was a client of Employer or its affiliates; or

                           6.2.3    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

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Employer or its affiliates on the date Officer's employment terminated, unless
Officer shall have received the prior written consent of Employer.

                  6.3      CONFIDENTIALITY. Officer hereby acknowledges and
agrees that Employer and its affiliates have developed and own valuable
information related to their business, personnel and customers including, but
not limited to, concepts, ideas, customer lists, business lists, business and
strategic plans, financial data, accounting procedures, secondary marketing and
hedging models, trade secrets, computer programs and plans, and information
related to officers, directors, employees and agents. Officer hereby agrees that
all such information, and all codes, concepts, copies and forms relating to such
information, Employer's plans and intentions with respect thereto, and any
information provided by Employer or its affiliates to Officer with respect to
any of the foregoing, shall be considered "Confidential Information" for the
purpose of this Agreement. Officer acknowledges and agrees that all such
Confidential Information is a valuable asset of Employer, and if developed by
Officer, is developed by Officer in the course of Officer's employment with
Employer, and is the sole property of Employer. Officer agrees that Officer will
not divulge or otherwise disclose, directly or indirectly, any Confidential
Information concerning the business or policies of Employer or any of its
affiliates which Officer may have learned as a result of Officer's employment
during the term of this Agreement or prior thereto as an employee, officer or
director of or consultant to Employer or any of its affiliates, except to the
extent such use or disclosure is (i) necessary or appropriate to the performance
of this Agreement and in furtherance of Employer's best interests, (ii) required
by applicable law or in response to a lawful inquiry from a governmental or
regulatory authority, (iii) lawfully obtainable from other sources, or (iv)
authorized by Employer.

                  6.4      REIMBURSEMENT. If any part of this Section 6 is
challenged by Officer and is determined to be invalid or unenforceable for any
reason by a court of competent jurisdiction, then Officer and Employer agree
that these covenants shall be of no effect, that Officer shall immediately
return to Employer the salary continuation, benefits continuation or other
non-vested compensation described in Section 5.2 that has been paid to Officer
after termination of Officer's employment, and that Officer shall not be
entitled to any further sums from Employer.

         7.       REIMBURSEMENT OF BUSINESS EXPENSES. During the term of this
Agreement, Employer shall promptly reimburse to Officer all business expenses
reasonably incurred by Officer in the performance of Officer's duties under this
Agreement to the extent that such expenditures meet Internal Revenue Code
requirements for deductibility by Employer for federal income tax purposes, or
are otherwise in compliance with the rules and policies of Employer and are
substantiated by Officer in accordance with applicable requirements of the Code
and Treasury Regulations, and the applicable rules and policies of Employer.

         8.       INDEMNITY. To the extent permitted by applicable law and by
Employer's articles, bylaws or other governing instruments, Employer shall
defend and indemnify Officer and hold Officer harmless for any acts or decisions
made by Officer in good faith and while performing approved services for
Employer or its affiliates, and Employer shall use reasonable efforts to obtain
coverage for Officer under liability insurance policies then in effect which
cover the other officers or directors of Employer.

         9.       MISCELLANEOUS.

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                  9.1      NOTICE OF TERMINATION AND TERMINATION DATE. Any
termination of this Agreement by Employer or by Officer (including any
Resignation) shall be communicated by a written Notice of Termination to the
other party, stating the specific termination provision in this Agreement relied
upon, if any, and setting forth in reasonable detail the facts and
circumstances, if applicable, claimed to provide a basis for termination. The
effective date of termination ("Termination Date") shall be (i) the date
specified in the Notice of Termination, or (ii) in the event of Officer's Death,
the date of Death, or (iii) in the event of Officer's resignation without
providing Notice of Termination, Officer's last day of employment, or (iv) in
the event of a Change in Control, either the date specified in the Notice of
Termination or the last day of the term of this Agreement should same not be
renewed on substantially comparable terms within two (2) years following the
Change in Control.

                  9.2      SUCCESSORSHIP. This Agreement shall inure to the
benefit of and shall be binding upon Employer, its successors and assigns. This
Agreement may not be assigned without the prior written consent of the parties,
other than in connection with a merger or sale of Employer or the sale of
substantially all the assets of Employer, or similar transaction.
Notwithstanding the foregoing, Employer may, without Officer's consent, assign,
whether by assignment agreement, merger, operation of law or otherwise, this
Agreement to the Public Company or to any successor or affiliate of Employer or
the Public Company, subject to such assignee's express assumption of all
obligations of Employer hereunder. 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 shall be deemed a termination for No
Cause, pursuant to Section 5.1.5.

                  9.3      NOTICES. Any notices provided for in this Agreement
shall be sent to Employer at its corporate headquarters, Attention: General
Counsel, with a copy to the Human Resources department 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 Officer may from time to time in writing
designate (or Officer's 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.

                  9.4      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; provided, however, that all provisions of Employer's Employee Handbook
and any other written personnel policies of Employer shall be incorporated
herein by this reference, and Officer hereby expressly acknowledges that all
provisions of the Employee Handbook and other written policies are applicable to
Officer's employment relationship with Employer, except to the extent that any
such provisions directly conflict with any term contained in this Agreement;
PROVIDED, FURTHER, THAT OFFICER HEREBY EXPRESSLY ACKNOWLEDGES THAT OFFICER HAS
EXECUTED EMPLOYER'S STANDARD MUTUAL AGREEMENT TO ARBITRATE CLAIMS CONCURRENTLY
HEREWITH, WHICH REQUIRES THAT ANY DISPUTE UNDER THIS AGREEMENT WILL BE
ARBITRATED. No modifications or amendments of this Agreement shall be valid
unless made in writing and signed by the parties hereto.

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                  9.5      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.

                  9.6      CALIFORNIA LAW. This Agreement shall be construed and
interpreted in accordance with the laws of California, without reference to its
conflict of laws principles.

                  9.7      INJUNCTIVE RELIEF. Employer and Officer acknowledge
that the services Officer is obligated to render under the provisions of this
Agreement are of a special, unique, unusual, extraordinary and intellectual
character, which gives this Agreement peculiar value to Employer. The loss of
these services cannot be reasonably or adequately compensated in damages in an
action at law and it would be difficult (if not impossible) to replace these
services. By reason thereof, if either party violates any of the material
provisions of this Agreement, the parties shall, in addition to any other rights
and remedies available under this Agreement, or under applicable law or the
Mutual Agreement to Arbitrate Claims, be entitled to seek injunctive relief, as
permitted by law, from a court or tribunal of competent jurisdiction,
restraining the other from committing or continuing any violation of this
Agreement. The provisions hereof shall survive the expiration, suspension or
termination, for any reason, of this Agreement.

                  9.8      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, 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.

                  9.9      REGULATORY INTERVENTION. Notwithstanding anything in
this Agreement to the contrary, this Agreement is subject to the following terms
and conditions:

                           9.9.1    If Officer is suspended and/or temporarily
prohibited from participating in the conduct of Employer'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)), Employer's obligations hereunder shall be
suspended as of the date of service unless stayed by appropriate proceedings. If
the charges in the notice are dismissed, Employer shall (i) pay Officer all or
part of the compensation withheld while Employer's contract obligations were
suspended, and (ii) reinstate any of Employer's obligations which were
suspended.

                           9.9.2    If Officer is removed and/or permanently
prohibited from participating in the conduct of Employer's affairs by an order
issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12
U.S.C. 1818 (e)(4) and (g)(1)), all obligations of Employer under this Agreement
shall terminate as of the effective date of the order, but Officer's vested
rights shall not be affected.

                           9.9.3    If Employer is in default (as defined in
Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)),
all obligations under this Agreement shall terminate as of the date of default,
but Officer's vested rights shall not be affected.

                           9.9.4    All obligations under this Agreement shall
be terminated, except to the extent determined that continuation of the contract
is necessary for the continued operation of Employer, (i) by the Office of
Thrift Supervision ("OTS") at the time the Federal Deposit

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Insurance Corporation ("FDIC") enters into an agreement to provide assistance to
or on behalf of Employer under the authority contained in Section 13(c) of the
Federal Deposit Insurance Act (12 U.S.C. 1823 (c)); or (ii) by the OTS at the
time the OTS approves a supervisory merger to resolve problems related to
operation of Employer or when Employer is determined by the OTS to be in an
unsafe or unsound condition. Any rights of Officer that shall have vested under
this Agreement shall not be affected by such action.

                           9.9.5    With regard to the provisions of this
Section 9.9:

                                    (i)      Employer agrees to use its best
efforts to oppose any such notice of charges as to which there are reasonable
defenses;

                                    (ii)     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 will promptly
make such payment hereunder; and

                                    (iii)    During the period of suspension,
the vested rights of the contracting parties shall not be affected except to the
extent precluded by such notice.

                           9.9.6    Any payments made to Officer by Employer
pursuant to this Agreement, or otherwise, are subject to and conditioned upon
their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated
thereunder.

EMPLOYER:

By:___________________________________      Dated: _____________________________
     Michael W. Perry
     Chairman and Chief Executive Officer

OFFICER:

_____________________________________       Dated: _____________________________
Name:

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<PAGE>

                                   APPENDIX A
                                  PROFIT CENTER
                              ANNUAL INCENTIVE PLAN

Officer Name:                       Tom Potts
Annual Base Rate for 2003:          $250,000        Annual Long-Term Incentive
                                                    Compensation:
Target Annual Bonus for 2003:       $125,000        25% of Total Comp
Target Quarterly Bonus for 2003:    $0

Annual or Quarterly Incentive Awards:

     Officer shall be eligible for an Annual or Quarterly Incentive Awards (as
     applicable), which shall be comprised of the following components:

         1.  Business Metrics

         2.  Corporate EPS (Wrap)

         3.  Safety and Soundness, Compliance, Internal Audit and Internal
             Controls (Wrap)

         4.  Subjective Assessment (Wrap)

         These components shall be measured as follows: Measurement of
         Components Intentionally Omitted.