Exhibit 10.15

                     DIRECTOR RETIREMENT BENEFITS AGREEMENT



     This Director  Retirement Benefits Agreement is made and entered into as of
January 15, 2003,  by and among Downey  Financial  Corporation  ("DFC"),  Downey
Savings and Loan Association, F.A. ("DSLA") and Sam Yellen ("Yellen").

     The parties agree as follows:

1.   Yellen will retire from the Boards of DFC and DSLA  effective  February 28,
     2003.

2.   Until his  retirement,  Yellen will continue to serve on both Boards and be
     compensated for his service according to the scheduled Board fees.

3.   Any 2003 Board fees paid in advance  to Yellen  will be  pro-rated  through
     February 2003.

4.   For 26 consecutive  months commencing in March 2003 and continuing  through
     April  2005,  DFC  and/or  DSLA  (collectively  "Downey")  will pay  Yellen
     $4,416.66 per month as supplemental director retirement benefits.

5.   For 60 consecutive  months  commencing in May 2005 and  continuing  through
     April 2010, Downey will pay Yellen $3,055.55 per month, consistent with the
     current retirement benefits provided to directors.

DOWNEY FINANCIAL CORP.



By: /s/ Dan Rosenthal                    /s/ Sam Yellen
    -----------------                    ---------------
Its: President                               Sam Yellen


DOWNEY SAVINGS AND LOAN
ASSOCIATION, F.A.


By: /s/ Dan Rosenthal
    -----------------
Its: President