THIS EMPLOYMENT AGREEMENT (the "Agreement") has been executed as of November 1, 2000 by and
between IndyMac Bank, F. S. B. ("Employer") and Carmella Grahn ("Officer").
WHEREAS, Employer desires to obtain the benefit of continued services of Officer and Officer desires to
continue to render services to Employer and its affiliates.
WHEREAS, Employer and Officer desire to set forth the terms and conditions of Officer's employment with
Employer and its affiliates under this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto
agree as follows:
1. TERM. Employer agrees to employ Officer and Officer agrees to serve Employer and its affiliates, in
accordance with the terms hereof, for a term beginning on the date first written above and ending on December
31, 2003, unless earlier terminated in accordance with the provisions hereof.
2. POSITION, DUTIES AND RESPONSIBILITIES. Employer and Officer hereby agree that, subject to the
provisions of this Agreement, Employer will employ Officer and Officer will serve Employer, as an Executive
Vice President of Employer, or its affiliated companies, as determined by Employer. Affiliated companies shall
include, without limitation, any direct or indirect subsidiary of Employer in which Employer holds less than 100%
but at least a majority of the beneficial interest and voting control (a "New Public Company"). Employer agrees
that Officer's duties hereunder shall be the usual and customary duties of such office and such further duties shall
not be inconsistent with the provisions of applicable law. Officer agrees that Employer may add to or change
Officer's duties as business considerations dictate, provided such changes are consistent with an Executive Vice
President position of Employer as determined by the Chief Executive Officer of Employer. Officer shall have such
official power and authority as shall reasonably be required to enable him