2003 Committee Charter : NDE


INDYMAC BANCORP, INC. ASSET & LIABILITY COMMITTEE CHARTER

PURPOSE

A Board-level Asset and Liability Management Committee ("Bancorp ALCO") is appointed by the Board of Directors (the "Board") of IndyMac Bancorp, Inc. ("Bancorp").


The Board of IndyMac Bancorp, Inc. hereby appoints the Bancorp ALCO to advise and consult with management relating to the financing strategy, financial policies, and financial condition of the thrift holding company. This responsibility covers 1) reviewing strategies and policies for recommendation for adoption by the full Board and 2) reviewing periodic results and compliance to policy and regulation on behalf of the Board.


While the Board ALCO of IndyMac Bank, F.S.B., oversees the financial strategies and policies of the Bank, the Bancorp ALCO's responsibility is confined to the financial strategies and policies of the Bancorp, which is the thrift holding company and a publicly held entity.


COMPOSITION

The Bancorp ALCO shall be comprised of not less than two (2) Board members, at least one of which shall have strong financial and analytic skills. The full membership of the Board of Directors of IndyMac Bancorp shall appoint the members of Bancorp ALCO and shall name one of the members as Chairman of this committee annually, considering the recommendation of the Nominating and Governance Committee.


MEETINGS

Bancorp ALCO shall meet at least four times annually, or more frequently as required by regulation and prudent oversight of the Bancorp. Minutes of the Bancorp ALCO meetings will be maintained and reported to the full Board of Directors.


RESPONSIBILITIES AND DUTIES

The Bancorp ALCO's responsibility is oversight, and it recognizes that the Bancorp's management is responsible for managing the risks associated with assets and liabilities. In addition, the Bancorp ALCO recognize that management has more knowledge and more detailed information about the Bancorp than do the members of Bancorp ALCO; consequently, in carrying out its oversight responsibilities, Bancorp ALCO is not providing any expert or special assurance as to the Bancorp's adherence to federal and state regulation.


Bancorp ALCO shall review and monitor the financial planning, policies, and condition of IndyMac Bancorp in order to assure conformance with IndyMac Bancorp's requirements for growth and sound operations. Bancorp ALCO shall make recommendations for actions to be taken by the full Board of IndyMac Bancorp, Inc. These responsibilities shall include:


I. General

In compliance with prudent management and with regulation applicable to thrift holding companies, the full Board shall review and approve business goals, strategies, and policies underlying the financial plan of IndyMac Bancorp, Inc. The Board shall ensure that the Bancorp has the policies, procedures, internal controls, and reporting systems to provide safe and sound operation of the Bancorp, including appropriate checks and balances over management. The policies will, at a minimum, address investments and interest rate risk management, liquidity and cash flow management, capital management, and credit risk management. All policies will be in compliance with each regulation that is applicable to thrift holding companies.

A. The Board ALCO shall review proposed policies and recommend their adoption by the Nominating and Governance Committee or the full Board, as appropriate. This committee shall monitor compliance with policies and strategies on behalf of the Board.


B. Review and approve any substantial and material diversification of Bancorp's or the Bank's business.


C. The Bancorp ALCO shall have the power to retain financial advisors or others to assist it in the conduct of any of its responsibilities.


D. The duties and responsibilities of a member of the Bancorp ALCO are in addition to those duties generally pertaining to a member of the Board of Directors.


E. The Bancorp ALCO shall report its actions to the Board of Directors with such recommendations as the Bancorp ALCO may deem appropriate.

II. Reporting

Members of Management ALCO will make periodic reports to Bancorp ALCO and/or the Board to ensure that the Bank has policies, procedures, internal controls, and reporting systems sufficient to provide the safe and sound operation of the Bank independently from the Bancorp.

INDYMAC BANCORP, INC. COMMUNITY LENDING, COMPLIANCE, AND TECHNOLOGY COMMITTEE

PURPOSE

The Board of Directors (the "Board") of IndyMac Bank, F.S.B. (the "Bank") has appointed a Community Lending, Compliance and Technology Committee ("CLCTC"). The purpose of the CLCTC is to oversee (1) the Bank's compliance with all consumer regulatory compliance laws and regulations, the Community Reinvestment Act and all laws and regulations pertaining to fair lending and (2) the Bank's information technology systems to ensure they are properly aligned with the strategic business requirements of the Bank and managed in accordance with industry best practices and federal regulatory requirements. In carrying out this function, the CLCTC shall serve as an independent and objective monitor of the performance of the Bank's compliance management program, Community Reinvestment Act program, fair lending program and Information Technology strategic planning and regulatory compliance activities.


COMPOSITION

The CLCTC shall be comprised of not less than two members.


MEETINGS

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


RESPONSIBILITIES AND DUTIES

The CLCTC's responsibility is oversight; whereas the Bank's management is responsible for managing the compliance management program, community lending activities, fair lending monitoring activities and information technology activities of the Bank. The CLCTC recognizes that management has more knowledge and more detailed information about the Bank than do the members of the CLCTC; consequently, in carrying out its oversight responsibilities, the CLCTC is not providing any expert or special assurance as to the Bank's adherence to federal and state laws and regulations, including those promulgated by the Office of Thrift Supervision ("OTS").


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


Review and reassess the adequacy of this CLCTC Charter on an annual basis.

Recommend to the Board any appropriate extensions or changes in the duties of the CLCTC.

Appoint the Bank's Bank Secrecy Officer, Bank Security Officer, Privacy Officer, Corporate Compliance Officer, Community Reinvestment Act Officer and Fair Lending Officer.

Review examination reports from the regulatory agencies and direct follow-up for any corrective actions required by the regulatory agency or agreed to by the Bank.

Oversee the Bank's management of its compliance program, CRA program, fair lending program and information technology function by performing the following:

On an annual basis, review, provide guidance and approve the annual plan for each of these functions.

Regularly review the Bank's ongoing processes for executing on each plan.

On a quarterly basis, review management's performance versus each established plan to ascertain if adequate progress is being made. If needed, direct corrective action or follow-up to ensure goals are accomplished.

Review industry developments as presented by management to determine if changes to plans are warranted.

Direct, when the CLCTC deems it necessary or appropriate, investigation and analysis of special areas of concern.

Review all regulatory examination reports, follow-up action plans developed by management, and status reports on action plans. If needed, direct corrective action or follow-up to ensure goals are accomplished.

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

The CLCTC shall have the power to conduct or authorize investigations into any matters within its scope of responsibilities and shall be empowered to retain independent counsel or others to assist it in the conduct of any investigation. The CLCTC may request any officer or employee of the Bank, or appropriate outside consultants or experts, to meet with any members of the Committee.

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

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

The CLCT Committee shall be responsible for the Board of Directors Policies listed below:

Regulatory Compliance (including: Consumer Compliance Program, Financial Privacy, Bank Secrecy Act, Bank Protection Act, Anti-Predatory Lending)

Community Reinvestment Act

Fair Lending

Information Technology