THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

IndyMac Bancorp, Inc. (NDE)

3/14/2006 Proxy Information

During 2005, certain family members of Messrs. Perry and Haden worked for IndyMac or one of its subsidiaries or affiliates. None of the family members resided in the households of Messrs. Perry or Haden during the year and Mr. Perry was not involved in the direct management of any of his family members.

From time to time, certain directors and executive officers of Indymac and its subsidiaries, and family members of such persons, were indebted to Indymac Bank as customers in connection with mortgage loans and other extensions of credit by Indymac Bank. These transactions were in the ordinary course of business and were on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons, except that for some loan products interest rates charged were the same as the lowest interest rates charged other persons or were more favorable to directors and executive officers of Indymac and its subsidiaries than to other persons. None of these loans have involved more than the normal risk of collectibility or presented other unfavorable features. In addition, directors, officers and employees of Indymac and its subsidiaries are entitled to receive certain discounts or waivers of fees or commissions for certain products and services offered by Indymac Bank.

Indymac has a special loan program for senior officers to assist them in relocating to the Pasadena area. For senior officers who are eligible for the program, Indymac will extend a second mortgage loan in an amount up to $500,000, secured by the senior officerÕs home. Pursuant to the terms of the loan, no interest or principal is due unless the senior officerÕs employment is terminated for any reason, at which point the interest rate is modified and interest and principal payments are calculated to ensure payment in full on the maturity date. Each loan is forgiven over a four or five year period, with 25% or 20%, as applicable, being forgiven on each of the first four or five anniversaries of the origination date. In compliance with the Sarbanes-Oxley Act of 2002, which prohibits loans from Indymac to executive officers, this loan program is no longer offered to IndymacÕs executive officers. Indymac extended loans to executive officers under this program prior to the enactment of the Sarbanes-Oxley Act of 2002, and pursuant to the grandfather provisions of such law, these loans may remain outstanding (so long as they are not modified) until maturity. The total amount of loans outstanding under this loan program as of December 31, 2005 was $1,398,126.

Indymac also had a special loan program to assist senior officers with initiation fees for country club memberships to be used for business purposes. The loan program was discontinued in July 2002. Pursuant to the terms of the outstanding loans, the loans bear no interest and no principal is due unless the senior officerÕs employment is terminated or he/she relinquishes the membership, at which point, the lesser of the value of the membership or the entire principal amount is due and payable. Indymac extended loans to executive officers under this program prior to the enactment of the Sarbanes-Oxley Act of 2002, and pursuant to the grandfather provisions of such law, these loans may remain outstanding (so long as they are not modified) until maturity. The total amount of loans outstanding under this loan program as of December 31, 2005 was $287,788.

The following table sets forth information concerning loans outstanding to Indymac executive officers under the two loan programs described above. See page 27 of proxy for table.

3/16/2005 Proxy Information

From time to time, certain directors and executive officers of IndyMac and its subsidiaries, and family members of such persons, were indebted to IndyMac Bank as customers in connection with mortgage loans and other extensions of credit by IndyMac Bank. These transactions were in the ordinary course of business and were on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons, except that for some loan products interest rates charged were the same as the lowest interest rates charged other persons or were more favorable to directors and executive officers of IndyMac and its subsidiaries than to other persons. None of these loans have involved more than the normal risk of collectibility or presented other unfavorable features. In addition, directors, officers and employees of IndyMac and its subsidiaries are entitled to receive certain discounts or waivers of fees or commissions for certain products and services offered by IndyMac Bank.

IndyMac has a special loan program for senior officers to assist them in relocating to the Pasadena area. For senior officers who are eligible for the program, IndyMac will extend a second mortgage loan in an amount up to $150,000, secured by the senior officerÕs home. Pursuant to the terms of the loan, no interest or principal is due unless the senior officerÕs employment is terminated, at which point the interest rate is modified and interest and principal payments are calculated to ensure payment in full on the maturity date. Each loan is forgiven over a four or five year period, with 25% or 20%, as applicable, being forgiven on each of the first four or five anniversaries of the origination date. Each loan is forgiven in its entirety if the senior officer ceases to be an employee and is entitled to severance payments pursuant to the senior officerÕs employment agreement with IndyMac or one of its subsidiaries. In compliance with the Sarbanes-Oxley Act of 2002, which prohibits loans from IndyMac to executive officers, this loan program is no longer offered to IndyMacÕs executive officers. A loan under this program was extended to Mr. Keys and his spouse in March 2002 prior to the enactment of the applicable law and may remain outstanding (so long as it is not modified) until maturity pursuant to the grandfather provisions thereunder. The loan is a 15-year second mortgage loan with an initial balance of $150,000 and a stated interest rate of 9.625% in the event Mr. Keys terminates his employment with IndyMac. The loan balance at December 31, 2004 was $90,000.

IndyMac also had a special loan program to assist senior officers with initiation fees for country club memberships to be used for business purposes. The loan program was discontinued in July of 2002. Pursuant to the terms of the outstanding loans, the loans bear no interest and no principal is due unless the senior officerÕs employment is terminated or he/she relinquishes the membership, at which point, the lesser of the value of the membership or the entire principal amount is due and payable. IndyMac extended loans under this program to Messrs. Abernathy, Keys, Olinski and Perry in the amounts of $3,600, $55,000, $50,000 and $23,688, respectively, prior to the enactment of the Sarbanes-Oxley Act of 2002. Pursuant to the grandfather provisions of such law, these loans may remain outstanding (so long as they are not modified) until maturity.

During 2004, certain family members of Messrs. Perry and Haden worked for IndyMac or one of its subsidiaries or affiliates. None of the family members resided in the households of Messrs. Perry or Haden during the year and Mr. Perry was not involved in the direct management of any of his family members. IndyMacÕs general policy is to hire employees based on each employeeÕs qualifications for the position for which the employee is considered regardless of the employeeÕs relationship to directors, officers or employees of IndyMac and its subsidiaries and affiliates. Additionally, IndyMac compensates all employees in accordance with the compensation parameters established for each position, with increases based solely on merit. Robert Moe, Mr. PerryÕs father-in-law, was employed by IndyMac Bank as a construction advisor/inspector for IndyMac BankÕs Home Construction Lending group until his retirement in November 2004. Mr. Moe was paid an aggregate salary and bonus of $121,569 for his services during the year. Robert Perry, Mr. PerryÕs father, is an independent building inspector who is hired by IndyMac BankÕs Homebuilder division from time to time to inspect properties that secure IndyMac Bank construction loans. Mr. Robert Perry was paid $80,506 for his services during the year and IndyMac Bank was reimbursed for such amount through the fees paid by the subject borrowers. Roger Perry, Mr. PerryÕs brother, was employed as a loan officer for IndyMac BankÕs Homebuilder division. Mr. Roger Perry was paid an aggregate salary and bonus of $197,009 for his services during the year, which was comprised of $75,000 in salary and $122,009 in commissions paid pursuant to IndyMac BankÕs standard commission program for loan officers. Jeanne Telvig, Mr. PerryÕs sister-in-law, was employed as a Relationship Manager for IndyMac BankÕs Business-to-Business group. Ms. Telvig was paid an aggregate salary and bonus of $66,756 for her services during the year, which was comprised of $36,000 in salary and $30,756 in commissions paid pursuant to IndyMac BankÕs standard commission program for Relationship Managers. Natalie Haden, Mr. HadenÕs daughter, was employed as an Account Executive for IndyMac BankÕs Business-to-Business group. Ms. Haden was paid an aggregate salary and bonus of $61,175 for her services during the year, which was comprised of $35,442 in salary and $25,733 in commissions paid pursuant to IndyMac BankÕs standard commission program for Account Executives.

IndyMac and Mr. DelPonti entered into a residential lease dated June 1, 2004 in connection with Mr. DelPontiÕs employment with IndyMac Bank and his relocation from North Carolina to California. The term of the lease is month to month for a period not to exceed five years, and provides for monthly payments by Mr. DelPonti of $6,500 for the period June 1, 2004 through May 31, 2007, and $7,000 for the period June 1, 2007 through May 31, 2009. Mr. DelPonti has an option to purchase the residence at any time during the term of the lease for a purchase price equal to the lesser of (a) the fair market value of the property as determined by an independent third party appraiser approved by IndyMac, or (b) IndyMacÕs acquisition cost ($2,475,000), plus the costs of any improvements made to the property by IndyMac during the term of the lease.

3/17/2004 Proxy Information

From time to time, certain directors and executive officers of IndyMac and its subsidiaries, and family members of such persons, were indebted to IndyMac Bank as customers in connection with mortgage loans and other extensions of credit by IndyMac Bank. These transactions were in the ordinary course of business and were on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons, except that for some loan products interest rates charged were the same as the lowest interest rates charged other persons or were more favorable to directors and executive officers of IndyMac and its subsidiaries than to other persons. None of these loans have involved more than the normal risk of collectibility or presented other unfavorable features. In addition, directors, officers and employees of IndyMac and its subsidiaries are entitled to receive certain discounts or waivers of fees or commissions for certain products and services offered by IndyMac Bank.

IndyMac has a special loan program for senior officers to assist them in relocating to the Pasadena area. For senior officers who are eligible for the program, IndyMac will extend a second mortgage loan in an amount up to $150,000, secured by the senior officerÕs home. Pursuant to the terms of the loan, no interest or principal is due unless the senior officerÕs employment is terminated, at which point the interest rate is modified and interest and principal payments are calculated to ensure payment in full on the maturity date. Each loan is forgiven over a four or five year period, with 25% or 20%, as applicable, being forgiven on each of the first four or five anniversaries of the origination date. Each loan is forgiven in its entirety if the senior officer ceases to be an employee and is entitled to severance payments pursuant to the senior officerÕs employment agreement with IndyMac or one of its subsidiaries. In compliance with the applicable law prohibiting such loans, this loan program is no longer offered to IndyMacÕs executive officers. Loans were extended to the following two executive officers (and their spouses) prior to the enactment of the applicable law and may remain outstanding (so long as they are not modified) until maturity pursuant to the grandfather provisions thereunder. In March 2002, IndyMac extended a $150,000 15-year second mortgage loan, with an interest rate of 9.625%, to Mr. Keys and his spouse. No interest or principal is due on the loan unless Mr. Keys is terminated. The loan will be forgiven over a five-year period, 20% on each of the first five anniversaries of the origination date. In October 1999, IndyMac extended a $100,000 15-year second mortgage loan, with an interest rate of 10%, to Mr. Matsumoto and his spouse. The loan was forgiven over a four year period, 20% on each of the first four anniversaries of the origination date, with the loan forgiven in its entirety in October 2003. No interest or principal was due on the loan since Mr. Matsumoto remained employed throughout its term.

During 2003, certain family members of Messrs. Perry and Haden worked for IndyMac or one of its subsidiaries or affiliates. None of the family members resided in the households of Messrs. Perry or Haden during the year and Mr. Perry was not involved in the direct management of any of his family members. IndyMacÕs general policy is to hire employees based on each employeeÕs qualifications for the position for which the employee is considered regardless of the employeeÕs relationship to directors, officers or employees of IndyMac and its subsidiaries and affiliates. Additionally, IndyMac compensates all employees in accordance with the compensation parameters established for each position, with increases based solely on merit. Robert Moe, Mr. PerryÕs father-in-law, was employed by IndyMac Bank as a construction advisor/inspector for IndyMac BankÕs Home Construction Lending group. Mr. Moe was paid an aggregate salary and bonus of $104,905 for his services during the year. Robert Perry, Mr. PerryÕs father, is an independent building inspector who is hired by IndyMac BankÕs Homebuilder division from time to time to inspect properties that secure IndyMac Bank construction loans. Mr. Robert Perry was paid $121,750 for his services during the year and IndyMac Bank was reimbursed for such amount through the fees paid by the subject borrowers. Roger Perry, Mr. PerryÕs brother, was employed as a loan officer for IndyMac BankÕs Homebuilder division. Mr. Roger Perry was paid an aggregate salary and bonus of $183,790 for his services during the year. Annie Welch, Mr. PerryÕs cousin, was employed as a Vice President, Operations for IndyMac BankÕs Home Construction Lending group. She was paid an aggregate salary and bonus of $190,350 for her services during the year. Jeanne Telvig, Mr. PerryÕs sister-in-law, was employed as a Relationship Manager for IndyMac BankÕs Business-to-Business group. She was paid an aggregate salary and bonus of $42,228. Natalie Haden, Mr. HadenÕs daughter, was employed as a Customer Specialist for IndyMac BankÕs Business-to-Business group. Ms. Haden was paid an aggregate salary and bonus of $58,765 for her services during the year.

In September 2003, IndyMac repurchased a 500,000 share stock option, with an exercise price of $24.415 and an expiration date of February 9, 2004, from the estate of David S. Loeb, IndyMacÕs former Chairman of the Board. The stock option was purchased for $435,000, which was determined by independent third parties to be the fair value of the option at the time of purchase. Immediately after such purchase, IndyMac cancelled the option and the underlying shares became available for subsequent awards under the 2000 Plan.

3/19/2003 Proxy Information

IndyMac has from time to time made loans to builders of residential construction projects secured by real property purchased by such builders from a company doing business as Loeb Enterprises, LLC, in which IndyMacÕs former chairman, Mr. Loeb, is a major investor together with his family. Each project is part of a master planned community being developed by Loeb Enterprises, LLC. In connection with two of the real property sales transactions between Loeb Enterprises, LLC and the builders to which IndyMac made construction loans, Loeb Enterprises, LLC accepted a second mortgage from each builder to partially finance each builderÕs purchase of real property. As part of IndyMacÕs credit review of each project with a second mortgage, the amount of the second mortgage was considered a part of the equity of the builder in the project. In each case, the second mortgage is subordinate to the IndyMac financing facility, although both the financing facility and the second mortgage are paid down on a unit-by-unit basis. There are no outstanding loans from IndyMac or any of its subsidiaries or affiliates to Mr. David Loeb. As of December 31, 2002, IndyMac had outstanding four construction loan facilities to a builder secured by property that was originally purchased by the builder from Loeb Enterprises, LLC, with total loan commitments of $5.3 million, and total loans outstanding of $2.7 million.

During 2002, certain family members of Messrs. Perry and Haden worked for IndyMac or one of its subsidiaries or affiliates. None of the family members resided in the households of Messrs. Perry or Haden during the year and Mr. Perry was not involved in the direct management of any of his family members. IndyMacÕs general policy is to hire employees based on each employeeÕs qualifications for the position for which the employee is considered regardless of the employeeÕs relationship to directors, officers or employees of IndyMac and its subsidiaries and affiliates. Additionally, IndyMac compensates all employees in accordance with the compensation parameters established for each position, with increases based solely on merit. Robert Moe, Mr. PerryÕs father-in-law, was employed by IndyMac Bank as a construction advisor/inspector for IndyMac BankÕs Home Construction Lending group. Mr. Moe was paid an aggregate salary and bonus of $112,191 for his services during the year. Robert Perry, Mr. PerryÕs father, is an independent building inspector who is hired by IndyMac BankÕs Homebuilder division from time to time to inspect properties that secure IndyMac Bank construction loans. Mr. Robert Perry was paid $110,000 for his services during the year and IndyMac Bank was reimbursed for such amount through the fees paid by the subject borrowers. Roger Perry, Mr. PerryÕs brother, was employed as a loan officer for IndyMac BankÕs Homebuilder division. Mr. Roger Perry was paid an aggregate salary and bonus of $158,900 for his services during the year. Annie Welch, Mr. PerryÕs cousin, was employed as a Vice President, Operations for IndyMac BankÕs Home Construction Lending group. She was paid an aggregate salary and bonus of $173,611 for her services during the year. Natalie Haden, Mr. HadenÕs daughter, was employed as a Relationship Manager for IndyMac BankÕs Business-to-Business group. Ms. Haden was paid an aggregate salary and bonus of $66,086 for her services during the year.

IndyMac has a Director Emeritus program under which a retiring director who has attained at least the age of 65, has served as a director of IndyMac for at least five years and is in good standing may agree to provide consulting and advisory services to IndyMac in exchange for a percentage of the annual retainer paid to the director during the preceding twelve months that is based on the directorÕs length of service prior to becoming a Director Emeritus. The program also requires that a Director Emeritus refrain from competing with IndyMac and becoming affiliated with any competitor of IndyMac.

Thomas J. Kearns, who retired from the Board of Directors effective January 21, 2002, currently participates in the Director Emeritus program. He will receive an annual retirement benefit of $42,000 for the remainder of his life. In addition to this benefit under the Director Emeritus program, Mr. Kearns will receive an additional $20,000 on each of the first and second anniversary dates of his retirement for specific consulting services he has agreed to provide to IndyMac. The retirement age requirement for this program was waived for Mr. Kearns in recognition of his service as a director of IndyMac for over 10 years. Upon his retirement and pursuant to the terms of his stock option grants, Mr. KearnsÕ unvested stock options became exercisable for a period of 12 months following his retirement date.

Mr. Napolitano, who retired from the Board of Directors effective August 1, 2002, met all requirements of the Director Emeritus program. Under the program, Mr. Napolitano will receive an annual retirement benefit of $76,000 for the remainder of his life. Upon his retirement and pursuant to the terms of his stock option grants, Mr. NapolitanoÕs unvested stock options became exercisable for a period of 12 months following his retirement date.