Exhibit 99.1

INDYMAC BANCORP, INC.

GUIDELINES FOR
CORPORATE GOVERNANCE ISSUES

APPROVAL DATE: JANUARY 23, 2002
AMENDED: October 30, 2002 & January 27, 2003

TABLE OF CONTENTS

A. Size and Structure of the Board 1

1. Size of the Board 1
2. Mix of Inside and Outside Directors 1
3. Membership on Bank Board 1

B. Board Procedural Matters 1

1. Conduct of Board Meetings - Selection of Agenda Items 1
2. Board Materials Distributed in Advance of Meetings; Other Board
Communications 2
3. Presentations 2
4. Regular Attendance of Non-Directors at Board Meetings 3
5. Executive Sessions of Independent Directors 3

C. Committee Matters 3

1. Number of Committees 3
2. Assignment of Committee Members 3
3. Committee Governance 4
4. Frequency and Length of Committee Meetings 4
5. Committee Agenda 4

D. Board Membership Matters 4

1. Board Membership Criteria 4
2. Determination of Director Independence 5
3. Selection of Director Slates and New Director Candidates 5
4. Orientation of New Board Members and Continuing Education 5
5. Directors Who Change Their Job Responsibility 6
6. Term Limits 6
7. Retirement Age 6

E. Succession Planning and Management Development Matters 6

1. Succession Planning and Management Development 6

F. Compensation Matters 7

1. Board Compensation and Indemnification Review 7

G. Evaluation Matters 7

1. Assessing the Board's Performance 7
2. Evaluation of the Chief Executive Officer 7

H. Other Matters 8

1. Board Policies 8
2. Business, Charitable or Political Opportunities for IndyMac Bank 9
3. Potential Conflicts of Interest 9
4. Board Access to Management and Independent Advisors 9
5. Board Interaction With Institutional Investors and Others Outside
the Company 9
6. Amendments of Guidelines 9

GUIDELINES FOR CORPORATE GOVERNANCE ISSUES
(Initially Adopted by the Board of Directors of IndyMac Bancorp,
Inc. on January 23, 2002; revised by the Board of Directors on
October 30, 2002 and January 27, 2003)

A. SIZE AND STRUCTURE OF THE BOARD

1. SIZE OF THE BOARD

The Board of Directors (the "Board") of IndyMac Bancorp, Inc. (the
"Company") presently has eight members. It is the sense of the Board that a size
of eight to ten is appropriate under current circumstances. The Nominating and
Governance Committee is expected to monitor the suitability of this number in
light of corporate and regulatory developments, and the availability of
outstanding candidates, and to make recommendations to the Board, as and when
appropriate, with respect thereto.

2. MIX OF INSIDE AND OUTSIDE DIRECTORS

As a matter of policy, there should be a majority of Independent
Directors on the Board. The Board adopts the New York Stock Exchange rules and
applicable Securities and Exchange Act rules and regulations defining
"Independent Director." Director independence shall be assessed annually by the
Nominating and Governance Committee, with recommendation to the full Board.

3. MEMBERSHIP ON BANK BOARD

The principal operating subsidiary of the Company is IndyMac Bank,
F.S.B. (the "Bank"). It is the view of the Board that the board of directors of
the Bank should be made up of the members of the Board and, in accordance with
applicable banking regulations, at least one (or two) additional independent
directors, who are independent of Bancorp and its Board of Directors.

B. BOARD PROCEDURAL MATTERS

1. CONDUCT OF BOARD MEETINGS - SELECTION OF AGENDA ITEMS

The Chairman of the Board, or in his/her absence, the Vice Chairman of
the Board, shall preside at all Board meetings. In the event of a meeting of the
Board's Independent Directors at which the Chairman and Vice Chairman are not
present, the responsibility to chair the meeting and manage the affairs thereof
shall rest with the "Presiding Director," as defined in Section 8 of these
Guidelines. .

The chair of a Board meeting, or his/her designee, will establish the
agenda for the meeting. Each Director is free to suggest the inclusion of
potential items for the agenda of an

upcoming meeting (a) to the Chairman or Vice Chairman, (b) to the Corporate
Secretary or (c) during any Board meeting.

The Board ordinarily meets quarterly, immediately prior to the
Company's quarterly release of financial results, and, if not occurring at the
time of a quarterly Board meeting, at the time of the annual shareholders'
meeting. The Board will also meet at such other times during a year as the
Chairman determines necessary and appropriate.

Telephonic meetings of the Board or its committees are appropriate in
special circumstances as determined by the applicable chair. In other instances,
Directors are expected to participate at meetings in person, although
participation by a Director by telephone will be permitted by the applicable
chair under special circumstances applicable to that Director.

2. BOARD MATERIALS DISTRIBUTED IN ADVANCE OF MEETINGS; OTHER BOARD
COMMUNICATIONS

It is the desire of the Board that information that is important to the
Board's understanding of Board business be distributed in writing to the Board
approximately one week before each regularly scheduled Board meeting, and as far
in advance as reasonably possible before each special Board meeting, through the
transmittal of a "Board Package." Management is requested to keep this material
as brief as possible while still providing the desired information. When there
are "late breaking" developments after transmittal of the Board Package,
Management may supplement the earlier transmittal by fax, e-mail, courier or at
the Board meeting.

From time to time between meetings, and in all events at least monthly,
Management (ordinarily by way of the Chief Executive Officer) should advise the
Board of any significant developments through a suitable method of
communication.

3. PRESENTATIONS

As a general rule, insofar as possible, detailed presentations on
specific subjects should be sent to the Directors in advance. Directors are
expected to review presentation materials in advance of the applicable meeting
so that the oral delivery of the presentation at the meeting can be minimized
and meeting time thus conserved to focus on Directors' questions and issues
about the presentation. More extended oral presentations at meetings are
appropriate if the subject matter is too sensitive to reduce to written form or
if important information for the presentation was not yet available at the time
of distribution of the Board Package.

In setting agendas for Board meetings, reasonable time should be
allotted for Board discussion of each matter for which there is to be an oral
presentation.

4. REGULAR ATTENDANCE OF NON-DIRECTORS AT BOARD MEETINGS

The Board is ordinarily comfortable with the regular or frequent
attendance at Board and Board committee meetings by non-Board members who are
senior members of Management. Attendance by such managers shall be determined in
the discretion of the Chief Executive Officer. The Chairman of the Board or
committee chair, as applicable, may advise the Chief Executive Officer of any
required changes in this regard.

5. EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

The non-management Directors of the Board will meet in Executive
Session at the time of each Board meeting. The subject of one of these Executive
Sessions each year shall be the annual performance and compensation review for
the Chief Executive Officer. Each year, at the Board meeting held in connection
with the Company's annual shareholder's meeting, the Board shall select, from
the Chairmen of the Audit, Management Development and Compensation and the
Nominating and Governance Committees, an Independent Director to serve as the
presiding director ("*Presiding Director") at all Executive Sessions during the
following year.

C. COMMITTEE MATTERS

1. NUMBER OF COMMITTEES

There are currently four Board Committees: (a) Audit, (b) Management
Development and Compensation, (c) ALCO and (d) Nominating and Governance. The
Nominating and Governance Committee is expected to monitor the suitability of
this selection of committees in light of corporate and regulatory developments,
and to make recommendations to the Board, as and when appropriate, with respect
thereto. In addition, Ad Hoc committees may be assigned for specific durations
and for specific project assignments.

2. ASSIGNMENT OF COMMITTEE MEMBERS

The Nominating and Governance Committee is responsible, after
consultation with the Chief Executive Officer and consideration of (a) the best
interests of the Company and (b) the experience, qualification and desires of
individual Directors, for the assignment of Directors to the various committees.
This evaluation and assignment shall take place at such times, as the Committee
deems necessary, but shall in all events be done at or about the time of each
annual shareholders' meeting. The Committee's determinations as to committee
membership shall be subject to, and effective upon, ratification by the full
Board.

3. COMMITTEE GOVERNANCE

Each committee shall have a charter that is adopted by the full Board.
The charter shall serve as the governance document for each committee. The
charters may be modified from time to time as necessary with approval of the
Board.

4. FREQUENCY AND LENGTH OF COMMITTEE MEETINGS

Each committee chairman, in consultation with that committee's members,
will determine the frequency and length of the meetings of that committee based
upon the needs and agenda of the committee. Committee meetings may have to be
held more or less frequently to take into account new and significant
developments.

5. COMMITTEE AGENDA

The chairman of each committee, in consultation with appropriate
members of the Board and Management, will develop the agenda for each committee
meeting.

Each committee will issue a schedule of agenda items to be discussed
for the upcoming year at the beginning of each year (to the degree these items
can be foreseen). This schedule of agenda items will be shared with the Board.

D. BOARD MEMBERSHIP MATTERS

1. BOARD MEMBERSHIP CRITERIA

The Nominating and Governance Committee is responsible for reviewing
with the Board on an annual basis the appropriate skills and characteristics
required of Directors in the context of the then current make-up of the Board.
This assessment should include issues of relevant experience, industry
expertise, intelligence, participation, independence, diversity of background,
outside commitments, and ability to work well with the Chief Executive Officer
and other Directors -- all in the context of an assessment of the perceived
needs of the Board at that point in time.

While the Company's Chairman of the Board and Chief Executive Officer
are the only members of Management presently serving as directors, the Board is
willing to consider other members of Management for Board membership.

2. DETERMINATION OF DIRECTOR INDEPENDENCE

The Nominating and Governance Committee shall determine the general
criteria for assessing the independence of Directors, which criteria are based
upon the New York Stock Exchange rules and applicable Securities and Exchange
Act rules and regulations defining "Independent Director." The Nominating and
Governance Committee shall determine a process for assessing Director
Independence and promulgate policies of the Board to memorialize that process.

3. SELECTION OF DIRECTOR SLATES AND NEW DIRECTOR CANDIDATES

The Board itself is responsible, in fact as well as procedure, for
selecting new Directors to fill vacancies on the Board. The Board delegates the
screening process involved to the Nominating and Governance Committee with input
from the Chief Executive Officer. Following any such selection, the invitation
to join the Board should be extended by the Board through the Chairman of the
Nominating and Governance Committee and the Chief Executive Officer of the
Company.

During January of each year, the Nominating and Governance Committee,
with input from the Chief Executive Officer, shall determine a slate of
directors to propose to the full Board for inclusion as a nominee slate in the
annual Company proxy statement. The full Board will consider this recommendation
and approve a final slate of nominees at its January meeting.

4. ORIENTATION OF NEW BOARD MEMBERS AND CONTINUING EDUCATION

The Board and Management are expected to conduct an orientation process
for new Directors. This orientation program should be administered by the Bank's
Executive Vice President, Corporate Secretary. The Company will establish, or
identify and provide access to, appropriate orientation programs, sessions or
materials for newly elected directors of the Company for their benefit either
prior to, or within 90 days of their nomination or election as a Director and
should include such matters as the provision of background and regulatory
materials, meetings with Directors and senior Management, and visits to Company
facilities. The Nominating and Governance Committee encourages Directors to
periodically pursue appropriate programs, sessions or obtain materials as to the
responsibilities of directors of publicly traded companies. The Company shall
advise the Directors of such opportunities offered to the Company or its
Directors by third parties and the Company shall pay for one of such seminars,
programs, sessions or sets of materials for each Director each calendar year,
including the cost of transportation and accommodations related to attendance at
a director education program. New Directors are expected to attend a
comprehensive director training program within the two years of Board service,
if they have not previously attended such training. Each Director is expected to
provide the Corporate Secretary with copies of any materials obtained from such
educational opportunities and report, either verbally or in writing,

to the Board new developments or best practices discussed at such
educational programs. If possible, the education programs shall be certified
Director education programs by Investor Shareholder Services. In addition, the
Company may from time-to-time provide seminars for Directors on specific
subjects, led by the Company's senior management team.

5. DIRECTORS WHO CHANGE THEIR JOB RESPONSIBILITY

It is the sense of the Board that a Director who retires from or
materially changes outside positions or responsibilities he/she held when
elected to the Board should volunteer to resign from the Board. It is not the
sense of the Board that those Directors who retire or otherwise so change their
responsibilities should necessarily leave the Board. There should, however, be
an opportunity for the Board, through the Nominating and Governance Committee,
to review the continued appropriateness of Board membership under these
circumstances.

6. TERM LIMITS

The Board does not believe it should establish term limits (i.e., a
maximum duration of service for a Director). While term limits could help insure
that there are fresh ideas and viewpoints available to the Board, they present
the disadvantages of potentially leading to "lame duck" participation and of
potentially losing the contributions of those Directors who have exhibited a
high level of valuable contribution to the Company and who have been able to
develop, over a period of time, increased insight into the Company and its
operations.

7. RETIREMENT AGE

The Board has established a retirement age of 75 for Directors. A
Director is expected to submit his/her resignation from the Board upon reaching
his/her 75th birthday. An individual shall not be nominated (or re-nominated) to
serve as a Director following his/her 75th birthday.

The foregoing policy was instituted by the Board on January 23, 2002,
and it is the desire and intention of the Board that it shall not be applicable
to any person serving on the Board on that date who was then 70 years of age or
older. These specific individuals have helped guide the Company since its
formation, and each is expected to make key continuing contributions to the
Board that could not be readily replaced.

E. SUCCESSION PLANNING AND MANAGEMENT DEVELOPMENT MATTERS

1. SUCCESSION PLANNING AND MANAGEMENT DEVELOPMENT

Once every year, the Chief Executive Officer is expected to report to
the Board on the topic of succession planning and management development. In
addition, the Chief Executive Officer should advise the Board, on a continuing
basis, of his/her recommendation as to his/her successor in the event of
unexpected disability.

F. COMPENSATION MATTERS

1. BOARD COMPENSATION AND INDEMNIFICATION REVIEW

Management shall, once each year, report to the Nominating and
Governance Committee concerning the status of Board compensation in relation to
compensation paid to board members by other companies of a comparable size,
complexity and industry. Changes in Board compensation, if any, should come at
the suggestion of the Nominating and Governance Committee, but with full
discussion and concurrence by the Board.

In addition, Management shall, once each year, evaluate the
appropriateness of the nature and amount of director and officer insurance and
indemnification maintained by the Company and make a report on that subject to
the Nominating and Governance Committee. Thereafter, Management shall follow any
guidance given by the Committee with respect thereto.

G. EVALUATION MATTERS

1. ASSESSING THE BOARD'S PERFORMANCE

Annually, the Board shall conduct a self-assessment guided by the
Nominating and Governance Committee. The purpose of the assessment is to
determine whether the Board and its committees are functioning effectively, to
increase the effectiveness of the Board as a whole. It is not intended as an
evaluation of the contribution of individual Directors. This process and the
form of the report will be discussed with the full Board prior to the
preparation of a report.

This assessment, which should be a product of input from the Chief
Executive Officer and the Nominating and Governance Committee, should evaluate
the Board's contribution as a whole and specifically reference areas in which
the Board and/or Management believes a better contribution could be made by the
Board.

2. EVALUATION OF THE CHIEF EXECUTIVE OFFICER

So long as the same person holds the position of Chief Executive
Officer at both the Company and the Bank, his/her evaluation shall be performed
jointly by the boards of each company and their respective Management
Development and Compensation Committees.

Once each calendar year, the Management Development and Compensation
Committee, with input from other Directors, shall evaluate the performance and
compensation of the Chief Executive Officer and shall make a report thereon to
the Independent Directors of the Board. The evaluation should be based on
objective criteria including operating performance of the Company's business,
accomplishment of long-term strategic objectives, enhancement of shareholder
value, customer satisfaction, development of Management, ability to deal with
potential mergers, acquisitions or divestitures and similar issues. The
Independent Directors of the Board shall make such additional investigation and
evaluation of the Chief Executive Officer,

as it deems appropriate and shall adopt the report of the Management
Development and Compensation Committee with such changes, as it deems
appropriate. The final evaluation shall be communicated to the Chief Executive
Officer by the Chairman of the Management Development and Compensation
Committee.

This evaluation will be used by the Management Development and
Compensation Committee in the course of its deliberations when considering the
compensation of the Chief Executive Officer and related management development
and succession issues.

H. OTHER MATTERS.

1. BOARD POLICIES

Each Committee, in conjunction with the Nominating and Governance
Committee, shall determine what Board level policies and procedures are required
to be adopted by each Committee. Each Committee shall approve their Board level
policies and procedures, and review such policies and procedures at least
annually. In addition, the Nominating and Governance Committee shall review and
approve all Board level policies and procedures and determine which policies and
procedures require full Board approval. In addition, the Board shall review all
Board level policies and procedures on an annual basis to ensure that they are
current, accurate and appropriate. All approvals of new policies and procedures
and review of existing policies and procedures shall be denoted in the minutes
of the Board or Committee meeting at which they occur. The Nominating and
Governance Committee will establish such appropriate mechanisms to ensure that
the Board Policies and Procedures are being complied with.

2. BUSINESS, CHARITABLE OR POLITICAL OPPORTUNITIES FOR INDYMAC

If a Director wishes to bring a potential business, charitable, or
political opportunity to the attention of the Company, the Director should first
discuss the opportunity with the Chair of the Nominating and Governance
Committee (or some other member of that Committee if the matter is brought by
the Committee Chair). The Chair will determine whether and how to pass the
opportunity on for consideration by Management, provided that the proposing
Director shall recuse himself or herself from further involvement in its
consideration if he or she has an interest in or affiliation with the
organization providing the opportunity. When submitting the matter to the
Nominating and Governance Committee Chair, the proposing Director should provide
written documentation addressing (1) the pertinent facts about the opportunity,
(2) the perceived benefit of the opportunity for the Company, (3) the
relationship or affiliation between the Director and the organization providing
the opportunity, and (4) the Director's assessment of whether the opportunity
would affect his or her status as an Independent Director.

3. POTENTIAL CONFLICTS OF INTEREST

Directors must disclose to the Chair of the Nominating and Governance
Committee any potential conflicts of interest they many have with respect to any
matter under discussion and, if appropriate, refrain from voting on a matter in
which they may have a conflict.

4. BOARD ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS

Directors may contact members of Management directly. The Board and its
committees, to the extent set forth in the applicable committee charter, have
the right to consult and retain independent legal and other advisors at the
expense of the Company.

5. BOARD INTERACTION WITH INSTITUTIONAL INVESTORS AND OTHERS
OUTSIDE THE COMPANY

The Board believes that Management is ordinarily the appropriate
spokesperson for the Company. Individual Directors may, from time to time, meet
or otherwise communicate with various constituencies that are involved with the
Company. It is expected, however, that Directors would do this with the
knowledge of the Chief Executive Officer and, in most instances, only at the
request of the Chief Executive Officer. Also, it is expected that any Director
doing so will follow any applicable guidelines set forth in the Company's
Disclosure Policy concerning outside communications.

6. AMENDMENTS OF GUIDELINES

These Guidelines will be reviewed by the Nominating and Governance
Committee annually to ensure the contents of the Guidelines are suitable for the
then needs of the Company. If changes are needed, they will be recommended by
that committee for review and possible approval by the Board. Waivers of these
guidelines are subject to disclosure and other provisions of the Securities and
Exchange Act of 1934, the rules promulgated thereunder and the applicable rules
of the New York Stock Exchange. As a result, waivers of these guidelines should
be reviewed and approved by the full Board.

THE FOREGOING GUIDELINES HAVE BEEN ADOPTED BY THE BOARD OF DIRECTORS OF
INDYMAC BANCORP, INC. TO ASSIST THE BOARD IN THE EXERCISE OF ITS
RESPONSIBILITIES. THESE GUIDELINES REFLECT THE BOARD'S COMMITMENT TO MONITOR THE
EFFECTIVENESS OF POLICY MAKING AND DECISION MAKING BY BOTH THE BOARD AND
MANAGEMENT, WITH A VIEW TO ENHANCING SHAREHOLDER VALUE OVER THE LONG TERM. THE
BOARD OF DIRECTORS OF INDYMAC BANK, F.S.B. HAS ADOPTED POLICIES PARALLEL TO
THESE GUIDELINES INSOFAR AS APPLICABLE TO THE GOVERNANCE OF THAT BOARD.

___________________________________________
Michael W. Perry

___________________________________________
Lyle E. Gramley

___________________________________________
Hugh M. Grant

___________________________________________
Patrick C. Haden

___________________________________________
Robert L. Hunt II

___________________________________________
Louis Caldera

___________________________________________
James R. Ukropina

___________________________________________
John F. Seymour
(Member of IndyMac Bank, F.S.B. Board only)

___________________________________________
Lydia Kennard
(Member of IndyMac Bank, F.S.B. Board only)