2003 Committee Charter : NDE


INDYMAC BANCORP, INC. NOMINATING AND GOVERNANCE COMMITTEE CHARTER

PURPOSE

The Nominating and Governance Committee ("NGC") is appointed by the Board of Directors (the "Board") of IndyMac Bancorp, Inc. (the "Corporation"). The primary function of the NGC is to set guidelines for corporate governance and monitor the governance of Bancorp, from a Board standpoint. Specifically, NGC will (1) assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders and for Board committee assignments; (2) recommend to the Board the Board Policies, including the Corporate Governance Guidelines, Board Committee Charters and board policies applicable to the Company; and (3) to lead the Board in its annual review of the Board's performance and other governance related matters.


COMPOSITION

The NGC shall be comprised of not less than three members. Each member shall satisfy the independence requirements of the New York Stock Exchange.


MEETINGS

The NGC shall meet at least four times annually, or more frequently as circumstances dictate.


RESPONSIBILITIES AND DUTIES

The NGC has the primary responsibility to set policies for, and to oversee the corporate governance for the Corporation. NGC shall have access to, and shall be assisted by Corporation's management on these issues.


The following functions shall be the common recurring activities of the NGC in carrying out its responsibilities. These functions are set forth as a guide with the understanding that the NGC may diverge from this guide as appropriate given the circumstances.


Actively seek and interview/screen outstanding individuals qualified to become board members for recommendation to the Board.

Receive comments from all directors and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year.

Review annually the performance of NGC committee

Review annually, or more often if appropriate, the directors who are members (including qualifications and requirements), structure (including authority to delegate) and performance of committees of the Board (including reporting to the Board), and make recommendations to the Board, as appropriate.

Recommend director nominees for the next annual meeting of shareholders and Board Committee assignments for those nominees, if elected.

Determine and set board membership qualifications, including, but not limited to, specific expertise or knowledge base, industry expertise, participation, diversity of background, outside commitments.

Conduct an annual review to assure that all non-employee directors can properly be categorized as "Independent" or "non-Independent" Directors, and to make recommendations to the Board as necessary.

Have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firms' fees and other retention terms. The NGC shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

Review and assess annually, or more often as needed, the adequacy of the Corporate Governance Guidelines, the Charters of the various Board committees, Board Policies and Procedures , and recommend any proposed changes to the Board.

Review and assess annually, or more often as needed, the adequacy of the Corporation's Code of Business Conduct and Ethics and recommend any proposed changes to the Board. Consider any requests for waivers from the Corporation's Code of Business Conduct and Ethics from Executive Officers and Directors and report any such waivers to the appropriate exchange and regulatory authorities.

Monitor the suitability of the number of members of the Board in light of corporate and regulatory developments and the availability of outstanding candidates and make recommendations to the Board, when appropriate.

Evaluate annually the appropriateness of the nature and amount of director and officer insurance and indemnification maintained by the Corporation.


Evaluate the form and appropriate of director compensation bi-annually.

Monitor Institutional Shareholder Services (ISS) Corporate Governance Quotient related to Corporation and its component parts and make recommendations to Board on actions to maintain or improve the ratings.

In addition to the activities described above, the NGC will perform such other functions as necessary or appropriate under law, the Corporation's charter or by-laws, and the resolutions and other directives of the Board.


The duties and responsibilities of a member of the NGC are in addition to those duties generally pertaining to a member of the Board.


The NGC will report its actions to the Board with such recommendations as the NGC may deem appropriate.