DEFERRED COMPENSATION PLAN

1.1

“Annual Bonus” shall mean any annual cash compensation, in addition to Base Annual Salary and Commissions, relating to services performed during any calendar year, whether or not paid in such calendar year, payable to a Participant under any Employer’s annual bonus and cash incentive plans.

1.2

“Annual Cash Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary, Annual Bonus, Commissions, and/or Directors Fees payable in cash that a Participant elects to have, and is deferred, in accordance with Article 3, for any one Plan Year, plus Dividends payable on Stock Compensation that a Non-Employee Director elects to have, and is deferred, in accordance with Article 3, for any one Plan Year, and Dividends payable during any one Plan Year on Stock Units previously credited to a Participant’s Stock Deferral Account. In the event of a Participant’s Retirement, Disability (if deferrals cease in accordance with Section 8.1), death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Cash Deferral Amount shall be the actual amount withheld prior to such event.

1.3

“Annual Company Matching Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.4

“Annual Installment Method” shall mean equal annual installments, with the first installment being paid within the time limits set forth in this Plan for the various benefits available, and the next annual installment, and all annual installments thereafter, being paid on December 31 of each Plan Year or within a reasonable period of time thereafter. For example, if a Participant Retires on June 30, 2001, and he or she elects the Annual Installment Method, the first equal installment shall be payable no later than 60 days after Retirement, the next equal installment shall be payable on December 31, 2001, and each remaining equal installment shall be payable on December 31 of each consecutive year.

1.5

“Annual Stock Deferral Amount” shall mean that portion of a Non-Employee Director’s Stock Compensation that a Non-Employee Director elects to have, and is deferred, in accordance with Article 3, for any one Plan Year.

1.6

“Bancorp” shall mean IndyMac Bancorp, Inc. (formerly known as IndyMac Mortgage Holdings, Inc. and INMC Mortgage Holdings, Inc.), a Delaware corporation.

1.7

“Base Annual Salary” shall mean the annual cash compensation paid during any calendar year, excluding the Annual Bonuses, Commissions, overtime, fringe benefits, relocation expenses, incentive payments, non-monetary awards, directors fees and other fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

1.8

“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.9

“Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.10

“Board” shall mean the board of directors of the Company.

1.11

“Cash Account Balance” shall mean, with respect to a Participant, the sum of: (i) the Cash Deferral Account; (ii) the vested portion of the Company Matching Account balance; and (iii) the Rollover Account balance. This account, and each other specified account, shall be a bookkeeping entry only and shall be utilized solely as a

device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.12

“Cash Deferral Account” shall mean: (i) the sum of all of a Participant’s Annual Cash Deferral Amounts; plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Cash Deferral Account; less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Cash Deferral Account.

1.13

“CCI” shall mean Countrywide Credit Industries, Inc., a Delaware corporation.

1.14

“Change in Control” shall mean:

(a)

Approval by the shareholders of the Company and/or Bancorp of the dissolution or liquidation of the Company and/or Bancorp;

(b)

Approval by the shareholders of the Company and/or Bancorp of an agreement of merger or consolidation, or other reorganization, with or into one or more entities that are not subsidiaries or affiliates, as a result of which less than twenty-five percent (25%) of the outstanding voting securities of the surviving or resulting entity immediately after the reorganization are, or will be, owned by shareholders of the Company and/or Bancorp immediately before such reorganization (assuming for purposes of such determination that there is no change in the record ownership of the Company’s and/or Bancorp’s securities from the record date for such approval until such reorganization);

(c)

Approval by the shareholders of the Company and/or Bancorp of the sale of substantially all of the Company’s and/or Bancorp’s business and/or assets to a person or entity which is not a subsidiary or other affiliate;

(d)

Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company and/or Bancorp representing more than twenty-five percent (25%) of the combined voting power of the Company’s and/or Bancorp’s then outstanding securities entitled to then vote generally in the election of directors of the Company and/or Bancorp; or

(e)

During any period not longer than two consecutive years, individuals who at the beginning of such period constituted the Board and/or Board of Directors of Bancorp cease to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s and/or Bancorp’s shareholders, of each new board member was approved by a vote of at least a majority of the board members then still in office who were board members at the beginning of such period (including for these purposes, new members whose election or nomination was so approved, but, in the case of successors to such new members, without duplication).

1.15

“Claimant” shall have the meaning set forth in Section 14.1.

1.16

“Code” shall mean the Internal Revenue Code of 1986, as amended.

1.17

“Commissions” shall mean any cash compensation, in addition to Base Annual Salary and Annual Bonus, paid in a calendar year by any Employer to a Participant in the form of commissions.

1.18

“Committee” shall mean the committee described in Article 12.

1.19

“Company” shall mean IndyMac Bank, F.S.B. (the successor in interest to IndyMac, Inc.), a federally chartered savings bank, and any successor to all or substantially all of the Company’s assets or business.

1.20

“Company Matching Account” shall mean: (i) the sum of the Participant’s Annual Company Matching Amounts; plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Company Matching Account; less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Matching Account.

1.21

“Deduction Limitation” shall mean the following described limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise provided, this limitation shall be applied to all distributions that are “subject to the Deduction Limitation” under this Plan. If an Employer determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Employer would not be deductible by the Employer solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control is deductible, the Employer may defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be credited with additional amounts in accordance with Section 3.9 below, even if such amount is being paid out in installments. The amounts so deferred and amounts credited thereon shall be distributed to the Participant or his or her Beneficiary (in the event of the Participant’s death) at the earliest possible date, as determined by the Employer in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Employer during which the distribution is made will not be limited by Section 162(m), or if earlier, the effective date of a Change in Control. Notwithstanding anything to the contrary in this Plan, the Deduction Limitation shall not apply to any distributions made after a Change in Control.

1.22

“Director” shall mean any member of the board of directors of any Employer.

1.23

“Directors Fees” shall mean the annual fees paid in cash compensation to a Participant by any Employer, including retainer fees and meeting fees, as compensation for serving on the board of directors.

1.24

“Disability” shall mean a period of disability during which a Participant qualifies for permanent disability benefits under the Participant’s Employer’s long-term disability plan, or, if a Participant does not participate in such a plan, a period of disability during which the Participant would have qualified for permanent disability benefits under such a plan had the Participant been a participant in such a plan, as determined in the sole discretion of the Committee. If the Participant’s Employer does not sponsor such a plan, or discontinues to sponsor such a plan, Disability shall be determined by the Committee in its sole discretion.

1.25

“Disability Benefit” shall mean the benefit set forth in Article 8.

1.26

“Dividends” shall mean the dividends payable on the shares of Stock equal to the number of Stock Units credited to a Participant’s Stock Deferral Account.

1.27

“Election Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.28

“Employee” shall mean a person who is an employee of any Employer.

1.29

“Employer(s)” shall mean the Company and/or any of its affiliates (now in existence or hereafter formed or acquired) that have been designated by the Committee to participate in the Plan.

1.30

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.31

“Fair Market Value” shall have the same meaning as that phrase is used in the IndyMac Bancorp, Inc. 2002 Incentive Plan (or any successor plan).

1.32

“Non-Employee Director” shall mean each Director who is not an employee of the Company or any affiliate of the Company.

1.33

“Participant” shall mean any Employee or Director (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

1.34

“Plan” shall mean the IndyMac Bank, F.S.B. Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.35

“Plan Agreement” shall mean a written agreement, as may be amended from time to time, which is entered into by and between a Participant and the Participant’s Employer. The Plan Agreement(s) executed by a Participant and the Participant’s Employer(s) shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement with an Employer, the Plan Agreement bearing the latest date of acceptance by that Employer shall supersede all previous Plan Agreements with that Employer in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Participant and the Participant’s Employer.

1.36

“Plan Year” shall mean, a period beginning January 1 of each calendar year and continuing through December 31 of such calendar year.

1.37

“Pre-Retirement Survivor Benefit” shall mean the benefit set forth in Article 6.

1.38

“Restricted Stock”, “Restricted Stock Unit” or “Stock Unit” shall have the same meanings as are used in the IndyMac Bancorp, Inc. 2002 Incentive Plan (or any successor plan).

1.39

“Retirement”, “Retire(s)” or “Retired” shall mean, with respect to an Employee, severance from employment from all Employers for any reason other than a leave of absence, death or Disability on or after the earlier of the attainment of (a) age sixty-two (62) or (b) age fifty-five (55) with five (5) Years of Service; and shall mean with respect to a Director who is not an Employee, severance of his or her directorships with all Employers on or after the later of (y) the attainment of age sixty (60), or (z) in the sole discretion of the Committee, an age later than age sixty (60). If a Participant is both an Employee and a Director, Retirement shall not occur until he or she Retires as both an Employee and a Director; provided, however, that such a Participant may elect, at least one year prior to Retirement and in accordance with the policies and procedures established by the Committee, to Retire for purposes of this Plan at the time he or she Retires as an Employee, which Retirement shall be deemed to be a Retirement as an Employee.

1.40

“Retirement Benefit” shall mean the benefit set forth in Article 5.

1.41

“Rollover Account” shall mean: (i) the sum of a Participant’s Rollover Amount; plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Rollover Account; less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Rollover Account.

1.42

“Rollover Amount” shall mean the amount determined in accordance with Section 3.6.

1.43

“Short-Term Payout” shall mean the payout set forth in Section 4.1.

1.44

“Stock” shall mean shares of Common Stock of Bancorp.

1.45

“Stock Deferral Account” or “Stock Account Balance” shall mean: (i) the sum of the Annual Stock Deferral Amounts; plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Stock Deferral Account; less (iii) all distributions made to the Non-Employee Director or his or her beneficiary pursuant to this Plan that relate to the Stock Deferral Account. This account, and each other specified account, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.46

“Stock Compensation” shall mean compensation paid to a Participant by any Employer for services provided as a Non-Employee Director, in the form of Company Restricted Stock or Restricted Stock Units granted pursuant to the Director Equity Award provisions of the IndyMac Bancorp, Inc. 2002 Incentive Plan (or any successor plan).

1.47

“Termination Benefit” shall mean the benefit set forth in Article 7.

1.48

“Termination of Employment” shall mean the severing of employment with all Employers or service as a Director with all Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an authorized leave of absence. If a Participant is both an Employee and a Director, a Termination of Employment shall occur only upon the termination of the last position held; provided, however, that such a Participant may elect, at least one year before Termination of Employment and in accordance with the policies and procedures established by the Committee, to be treated for purposes of this Plan as having experienced a Termination of Employment at the time he or she ceases employment with an Employer as an Employee.

1.49

“Trust” shall mean the Master Trust Agreement for IndyMac Bank, F.S.B. Deferred Compensation Plan.

1.50

“Unforeseeable Financial Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant’s property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

1.51

“Years of Service” shall mean the total number of full years in which a Participant has been employed by or in the service of one or more Employers. For purposes of this definition, a year of employment or service shall be a 12 month period that commences on the Employee’s or Director’s effective date of hire or service and that, for any subsequent year, commences on an anniversary of that effective date of hire or service. Any partial year of employment or service shall not be counted. For purposes of this definition, the total number of full years in which the Participant was employed

by or in the service of: (i) CCI prior to 1997; and/or (ii) Bancorp prior to 2001, shall be counted.

2.1

Selection by Committee . Participation in the Plan shall be limited to a select group of management and highly compensated Employees, and Directors, as determined by the Committee in its sole discretion. From that group, the Committee shall select, in its sole discretion, Employees and/or Directors to participate in the Plan.

2.2

Enrollment Requirements . As a condition to participation, each selected Employee and/or Director shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, all within 30 days after he or she is selected to participate in the Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

2.3

Eligibility; Commencement of Participation . Provided an Employee and/or Director selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period, that Employee and/or Director shall commence participation in the Plan on the first day of the month following the month in which the Employee and/or Director completes all enrollment requirements. If an Employee and/or Director fails to meet all such requirements within the period required, in accordance with Section 2.2, that Employee and/or Director shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents.

2.4

Termination of Participation and/or Deferrals . If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the right, in its sole discretion, to (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Participant’s membership status changes, (ii) prevent the Participant from making future deferral elections and/or (iii) immediately distribute the Participant’s then Cash Account Balance and Stock Account Balance as a Termination Benefit and terminate the Participant’s participation in the Plan.

3.1

Minimum Deferral :

(a)

Base Annual Salary, Annual Bonus, Commissions, and Directors Fees . Subject to Section 3.3 below, for each Plan Year, a Participant may elect to defer his or her Base Annual Salary, Annual Bonus, Commissions, and/or Directors Fees, provided that the amounts so elected for that Plan Year total, in the aggregate, at least $2,000. If no election is made, the amount deferred shall be zero.

(b)

Short Plan Year . If a Participant first becomes a Participant after the first day of a Plan Year, the minimum deferral pursuant to Section 3.1(a) above shall be an amount equal to $2,000, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

(c)

Non-Employee Director Stock Compensation . Subject to Section 3.3 below, for each Plan Year, a Non-Employee Director may elect to defer his or her Stock Compensation under the Plan. For Stock Compensation deferred by a Non-Employee Director pursuant to Section 3.3, the Non-Employee Director’s Stock Deferral Account shall be credited with Stock Units equal to the number of shares of Stock as to which the Director has elected deferred receipt. If no election is made, the amount deferred shall be zero. For Stock Compensation deferred pursuant to Section 3.3, the Dividends accrued and payable with respect to such Stock Compensation from the date the related Stock Compensation was granted to the Non-Employee Director by an Employer through the date the Stock Compensation is deferred by a Non-Employee Director pursuant to Section 3.3, shall be credited to the Non-Employee Director’s Cash Deferral Account.

3.2

Maximum Deferral :

(a)

For each Plan Year, a Participant may elect to defer as his or her Annual Cash Deferral Amount, Base Annual Salary, Annual Bonus, Commissions, and/or Directors Fees, and as his or her Annual Stock Deferral Amount, Stock Compensation, up to the following maximum percentages for each deferral elected:

(b)

Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, for that Plan Year only, a Participant may elect to defer, as his or her Annual Cash Deferral Amount, with respect to Base Annual Salary, Annual Bonus, Commissions, and/or Directors Fees that accrue after the date of entry into the Plan, a dollar amount up to an amount equal to the limits set forth above multiplied by such Participant’s total amount of Base Annual Salary, Annual Bonus, Commissions, and/or Directors Fees for the entire Plan Year. However, if a Participant, prior to the first date that he or she entered the Plan, performed services related to the Annual Bonus that the Participant earned for the Plan Year that he or she first entered the Plan, then such Participant may not defer any portion of the Annual Bonus that the Participant earned for the Plan Year that he or she first entered the Plan.

3.3

Election to Defer; Effect of Election Form :

(a)

First Plan Year . In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the election forms must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(b)

Subsequent Plan Years . For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering to the Committee, in accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made, a new Election Form. If no such Election Form is timely delivered for a Plan Year, the Annual Cash Deferral Amount and/or Annual Stock Deferral Amount shall be zero for that Plan Year.

3.4

Withholding of Annual Deferral Amounts . For each Plan Year, the Base Annual Salary portion of the Annual Cash Deferral Amount shall be withheld from each regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Annual Salary. The Annual Bonus, Commissions, Directors Fees, and/or Dividends portion of the Annual Cash Deferral Amount shall be withheld at the time the Annual Bonus, Commissions, Directors Fees, and/or Dividends are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.

3.5

Annual Company Matching Amount . For each Plan Year, a Participant’s Employer, in its sole discretion, may, but is not required to, credit any amount it desires to that Participant’s Comp