<PAGE>   1
                                 EXHIBIT 4.5(c)

                              INDYMAC BANCORP, INC.
                         FORM OF DEBT WARRANT AGREEMENT

        THIS WARRANT AGREEMENT dated as of ____________, ____, between IndyMac
Bancorp, Inc., a Delaware corporation (hereinafter called the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), and ___________, having a corporate trust office in _________________, as
warrant agent (herein called the "Warrant Agent").

        WHEREAS, the Company has entered into an indenture (the "[Senior]
[Subordinated] Indenture") dated as of [____________, ____ between the Company
and _____________, as trustee (the "[Senior] [Subordinated] Trustee")],
providing for the issuance from time to time of its unsecured [senior]
[subordinated] debentures, notes or other evidences of indebtedness (the
"[Senior] [Subordinated] Debt Securities"), to be issued in one or more series
as provided in the [Senior] [Subordinated] Indenture; [if Warrant Securities are
not under same Indenture as Debt Securities to which they are attached -- and an
Indenture (the "[Senior] [Subordinated] Indenture", the [Senior] and
[Subordinated] Indentures being referred to collectively as the "Indentures")
dated as of _____________, ____ between the Company and ________________, as
trustee (the "[Senior] [Subordinated] Trustee", the [Senior] and [Subordinated]
Trustees being referred to collectively as the "Trustees"), providing for the
issuance from time to time of its [senior] [subordinated] debentures, notes or
other evidences of indebtedness (the "[Senior] [Subordinated] Debt Securities",
the [Senior] and [Subordinated] Debt Securities being referred to collectively
as the "Debt Securities"), to be issued in one or more series as provided in the
[Senior] [Subordinated] Indenture]; and

        WHEREAS, the Company proposes to sell [if Warrants are sold with Debt
Securities or Preferred Stock -- [title of Debt Securities or Preferred Stock
being offered] (the "Offered Securities") with] warrant certificates evidencing
one or more warrants (the "Warrants" or individually a "Warrant") representing
the right to purchase [title of Debt Securities purchasable through exercise of
Warrants] (the "Warrant Securities"), such warrant certificates and other
warrant certificates issued pursuant to this Agreement being herein called the
"Warrant Certificates"; and

        WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced;

        NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

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                                   ARTICLE I.

                     ISSUANCE OF WARRANTS AND EXECUTION AND
                        DELIVERY OF WARRANT CERTIFICATES.

        SECTION 1.01. Issuance of Warrants. [If Warrants alone -- Upon issuance,
each Warrant Certificate shall evidence one or more Warrants.] [If Offered
Securities and Warrants -- Warrants shall be [initially] issued in connection
with the issuance of the Offered Securities [but shall be separately
transferable on and after _____________ (the "Detachable Date")] [and shall not
be separately transferable] and each Warrant Certificate shall evidence one or
more Warrants.] Each Warrant evidenced thereby shall represent the right,
subject to the provisions contained herein and therein, to purchase a Warrant
Security in the principal amount of __________. [If Offered Securities and
Warrants -- Warrant Certificates shall be initially issued in units with the
Offered Securities and each Warrant Certificate included in such a unit shall
evidence Warrants for each [________ principal amount] [_________ shares] of
Offered Securities included in such unit.]

        SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [registered] [bearer] form
substantially in the form set forth in Exhibit A hereto, shall be dated
______________ and may have such letters, numbers, or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Warrants may be listed, or to conform to usage. The Warrant Certificates shall
be signed on behalf of the Company by the Chairman of the Board, the President
or a Vice President of the Company and by the Treasurer or one of the Assistant
Treasurers or the Secretary or one of the Assistant Secretaries of the Company
under its corporate seal reproduced thereon. Such signatures may be manual or
facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The seal of the Company may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.

        No Warrant Certificates shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual or facsimile signature of the Warrant Agent. Such
signature by the Warrant Agent upon any Warrant Certificate executed by the
Company shall be conclusive evidence that the Warrant Certificate so
countersigned has been duly issued hereunder.

        In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates ceased to be such officer of the Company; and any


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        Warrant Certificate may be signed on behalf of the Company by such
persons as, at the actual date of the execution of such Warrant Certificate,
shall be the proper officers of the Company, although at the date of the
execution of this Agreement any such person was not such officer.

        The term "holder" or "holder of a Warrant Certificate" as used herein
shall mean [the bearer of such Warrant Certificate] [any person in whose name
any Warrant Certificate shall be registered upon the books to be maintained by
the Warrant Agent for that purpose] [If Offered Securities and Warrants are not
immediately detachable -- or [the bearer] [upon the register] of the Offered
Securities prior to the Detachable Date. [Prior to the Detachable Date, the
Company will, or will cause the registrar of the Offered Securities to, make
available at all times to the Warrant Agent such information as to holders of
the Offered Securities with Warrants as may be necessary to keep the Warrant
Agent's records up to date]].

        SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase up to ______ aggregate principal amount of
Warrant Securities (except as provided in Sections 2.03(c), 3.02 and 4.01) may
be executed by the Company and delivered to the Warrant Agent upon the execution
of this Warrant Agreement or from time to time thereafter. The Warrant Agent
shall, upon receipt of Warrant Certificates duly executed on behalf of the
Company, countersign Warrant Certificates evidencing Warrants representing the
right to purchase up to ________ principal amount of Warrant Securities and
shall deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant Certificate is
issued in exchange or substitution for one or more previously countersigned
Warrant Certificates or in connection with their transfer, as hereinafter
provided or as provided in Section 2.03(c).

        SECTION 1.04. Temporary Warrant Certificates. Pending the preparation of
definitive Warrant Certificates, the Company may execute, and upon the order of
the Company, the Warrant Agent shall authenticate and deliver, temporary Warrant
Certificates which are printed, lithographed, typewritten, mimeographed or
otherwise produced substantially of the tenor of the definitive Warrant
Certificate in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Warrant Certificates may determine, as evidenced by their
execution of such Warrant Certificates.

        If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay. After
the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate trust office of
the Warrant Agent [or ____________], without charge to the holder. Upon
surrender for cancellation of any one or more temporary Warrant Certificates the
Company shall execute and the Warrant Agent shall authenticate and deliver in
exchange therefor definitive Warrant Certificates representing the same
aggregate number of Warrants. Until so exchanged, the temporary Warrant
Certificates shall in all respects be entitled to the same benefits under this
Agreement as definitive Warrant Certificates.


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                                   ARTICLE II.

                           WARRANT PRICE, DURATION AND
                              EXERCISE OF WARRANTS.

        SECTION 2.01. Warrant Price. During the period from _____________,
through and including ______________, the exercise price of each Warrant will be
_______ plus [accrued amortization of the original issue discount] [accrued
interest] from _______________. During the period from ______________, through
and including ________________, the exercise price of each Warrant will be
_________ plus [accrued amortization of the original issue discount] [accrued
interest] from _______________. [In each case, the original issue discount will
be amortized at a ____% annual rate, computed on an annual basis using the
"interest" method and using a 360-day year consisting of twelve 30-day months].
Such purchase price of Warrant Securities is referred to in this Agreement as
the "Warrant Price". [The original issue discount for each _______ principal
amount of Warrant Securities is _______.]

        SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof]
[____________] and at or before 5 P.M., New York City time, on _________ [or
such later date as the Company may designate, by notice to the Warrant Agent and
the holders of Warrant Certificates mailed to their addresses as set forth in
the record books of the Warrant Agent] (the "Expiration Date"). Each Warrant not
exercised at or before 5 P.M., New York City time, on the Expiration Date shall
become void, and all rights of the holder of the Warrant Certificate evidencing
such Warrant under this Agreement shall cease.

        SECTION 2.03. Exercise of Warrants. During the period specified in
Section 2.02, any whole number of Warrants may be exercised by providing certain
information as set forth on the reverse side of the Warrant Certificate and by
paying in full, in [lawful money of the United States of America] [applicable
currency,] [in cash or by certified check or official bank check or by, in each
case,] [by bank wire transfer] in immediately available funds the Warrant Price
for each Warrant exercised, to the Warrant Agent at its corporate trust office
[or at ___________], provided that such exercise is subject to receipt within
five business days of such [payment] [wire transfer] by the Warrant Agent of the
Warrant Certificate with the form of election to purchase Warrant Securities set
forth on the reverse side of the Warrant Certificate properly completed and duly
executed [including any applicable certifications if the Warrant Securities are
issuable in bearer form]. The date on which payment in full of the Warrant Price
is received by the Warrant Agent shall, subject to receipt of the Warrant
Certificates as aforesaid, be deemed to be the date on which the Warrant is
exercised. The Warrant Agent shall deposit all funds received by it in payment
of the Warrant Price in an account of the Company maintained with it [if
non-dollar denominated funds -- or in such other account designated by the
Company] and shall advise the Company by telephone at the end of each day on
which a [payment] [wire transfer] for the exercise of Warrants is received of
the amount so deposited to its account. The Warrant Agent shall promptly confirm
such telephone advice to the Company in writing.

               (a) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company [and the Trustee under the Indenture relating to
the Warrant Securities] of (i) the number of Warrants exercised, (ii) the
instructions of each holder of the Warrant


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Certificates evidencing such Warrants with respect to delivery of the Warrant
Securities to which such holder is entitled upon such exercise, (iii) delivery
of Warrant Certificates evidencing the balance, if any, of the Warrants
remaining after such exercise, and (iv) such other information as the Company or
such Trustee shall reasonably require.

               (b) As promptly as practicable after the exercise of any Warrant,
the Company shall issue, pursuant to the Indenture, in authorized denominations
to or upon the order of the holder of the Warrant Certificate evidencing such
Warrant, the Warrant Securities to which such holder is entitled, in [fully
registered form, registered in such name or names as may be directed by such
holder] [bearer form, provided the holder has furnished to the Warrant Agent all
certifications required by applicable U.S. Treasury regulations for the delivery
of bearer securities and only if the Company has no reason to know that the
certification(s) is false]. If fewer than all of the Warrants evidenced by such
Warrant Certificate are exercised, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, a new
Warrant Certificate evidencing the number of such Warrants remaining
unexercised. [Unless otherwise instructed by the Company, Warrant Securities in
bearer form shall be delivered to or upon the order of the holder of such
Warrant Certificate only outside the United States and its possessions.]

               (c) The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Securities, and in the event that
any such transfer is involved, the Company shall not be required to issue or
deliver any Warrant Security until such tax or other charge shall have been paid
or it has been established to the Company's satisfaction that no such tax or
other charge is due.

                                  ARTICLE III.

                       OTHER PROVISIONS RELATING TO RIGHTS
                       OF HOLDERS OF WARRANT CERTIFICATES.

        SECTION 3.01. No Rights as Warrant Securityholder Conferred by Warrants
or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby
shall entitle the holder thereof to any of the rights of a holder of Warrant
Securities, including, without limitation, the right to receive the payment of
principal of, premium, if any, or interest on Warrant Securities or to enforce
any of the covenants in the [Indenture relating to the Warrant Securities].

        SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and
the Company of the ownership of and the loss, theft, destruction or mutilation
of any Warrant Certificate and or indemnity reasonably satisfactory to the
Warrant Agent and the Company and, in the case of mutilation, upon surrender
thereof to the Warrant Agent for cancellation, then, in the absence of notice to
the Company or the Warrant Agent that such Warrant Certificate has been acquired
by a bona fide purchaser, the Company shall execute, and an authorized officer
of the Warrant Agent shall manually countersign and deliver, in exchange for or
in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new
Warrant Certificate of the same tenor and evidencing a like number of Warrants.
Upon the issuance of any new Warrant Certificate under


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this Section, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Warrant Agent) in
connection therewith. Every substitute Warrant Certificate executed and
delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall represent an additional contractual obligation of the
Company, whether or not the mutilated, lost, stolen or destroyed Warrant
Certificate shall be at any time enforceable by anyone, and shall be entitled to
the benefits of this Agreement equally and proportionately with any and all
other Warrant Certificates duly executed and delivered hereunder. The provisions
of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates.

        SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the holder
of any Warrant Securities or the holder of any other Warrant Certificate, may,
in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce,
or otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.

        SECTION 3.04. Merger, Consolidation, Conveyance, Transfer or Lease. If
at any time there shall be a merger, consolidation, conveyance, transfer or
lease of assets subject to Section 801 of the [Indenture relating to the Warrant
Securities], then in any such event the successor or assuming corporation
referred to therein shall succeed to and be substituted for the Company, with
the same effect, subject to such Indenture, as if it had been named herein and
in the Warrant as the Company; the Company shall thereupon be relieved of any
further obligation hereunder or under the Warrants, and the Company as the
predecessor corporation may thereupon or at any time thereafter be dissolved,
wound up or liquidated. Such successor or assuming corporation thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Warrants issuable hereunder which theretofore shall
not have been signed by the Company, and may execute and deliver Warrant
Securities in its own name pursuant to such Indenture, in fulfillment of its
obligations to deliver Warrant Securities upon exercise of the Warrants. All the
Warrants so issued shall in all respects have the same legal rank and benefit
under this Agreement as the Warrants theretofore or thereafter issued in
accordance with the terms of this Agreement as though all of such Warrants had
been issued at the date of the execution hereof. In any case of any such
consolidation, merger, conveyance, transfer or lease, such changes in
phraseology and form (but not in substance) may be made in the Warrants
thereafter to be issued as may be appropriate.

        The Warrant Agent may receive a written opinion of legal counsel as
conclusive evidence that any such consolidation, merger, conveyance, transfer or
lease complies with the provisions of this Section 3.04 and such Indenture.


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                                   ARTICLE IV.

                              EXCHANGE AND TRANSFER
                            OF WARRANT CERTIFICATES.

        SECTION 4.01. Exchange and Transfer of Warrant Certificates. [If Offered
Securities with Warrants which are immediately detachable -- Upon] [If Offered
Securities with Warrants which are not immediately detachable -- Prior to the
Detachable Date a Warrant Certificate may be exchanged or transferred only
together with the Offered Security to which the Warrant Certificate was
initially attached, and only for the purpose of effecting or in conjunction with
an exchange or transfer of such Offered Security. Prior to any Detachable Date,
each transfer of the Offered Security [on the register of the Offered
Securities] shall operate also to transfer the related Warrant Certificates.
After the Detachable date upon] surrender at the corporate trust office of the
Warrant Agent [or _______________], Warrant Certificates evidencing Warrants may
be exchanged for Warrant Certificates in other denominations evidencing such
Warrants [or the transfer thereof may be registered in whole or in part];
provided that such other Warrant Certificates evidence the same aggregate number
of Warrants as the Warrant Certificates so surrendered. [The Warrant Agent shall
keep, at its corporate trust office [and at ________________], books in which,
subject to such reasonable regulations as it may prescribe, it shall register
Warrant Certificates and exchanges and transfers of outstanding Warrant
Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at
its corporate trust office [or _______________] for exchange or registration of
transfer, properly endorsed or accompanied by appropriate instruments of
registration of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent.] No service charge shall be
made for any exchange [or registration of transfer] of Warrant Certificates, but
the Company may require payment of a sum sufficient to cover any stamp or other
tax or other governmental charge that may be imposed in connection with any such
exchange [or registration of transfer]. Whenever any Warrant Certificates are so
surrendered for exchange [or registration of transfer], an authorized officer of
the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates duly
authorized and executed by the Company, as so requested. The Warrant Agent shall
not be required to effect any exchange [or registration of transfer] which will
result in the issuance of a Warrant Certificate evidencing a fraction of a
Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant
Certificates issued upon any exchange [or registration of transfer] of Warrant
Certificates shall be the valid obligations of the Company, evidencing the same
obligations, and entitled to the same benefits under this Agreement, as the
Warrant Certificate surrendered for such exchange [or registration of transfer].

        SECTION 4.02. Treatment of Holders of Warrant Certificates. [If Offered
Securities and Warrants are not immediately detachable -- Prior to the
Detachable Date, the Company, the Warrant Agent and all other persons may treat
the owner of the Offered Security as the owner of the Warrant Certificates
initially attached thereto for any purpose or as the person entitled to exercise
the rights represented by the Warrants evidenced by such Warrant Certificates,
any notice to the contrary notwithstanding. After the Detachable Date,] [if
registered Warrants -- and prior to due presentment of a Warrant Certificate for
registration of transfer,] the Company, the Warrant Agent and all other persons
may treat the holder of a Warrant Certificate as the owner


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thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.

        SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange[, registration of transfer] or exercise of
the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this agreement,
no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.

                                   ARTICLE V.

                          CONCERNING THE WARRANT AGENT.

        SECTION 5.01. Warrant Agent. The Company hereby appoints _______________
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth; and
________________ hereby accepts such appointment. The Warrant Agent shall have
the powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it. All of
the terms and provisions with respect to such powers and authority contained in
the Warrant Certificates are subject to and governed by the terms and provisions
hereof.

        SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following to all of which the Company agrees and to all of
which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:

               (a) Compensation and Indemnification. The Company agrees promptly
to pay the Warrant Agent the compensation to be agreed upon with the Company for
all services rendered by the Warrant Agent and to reimburse the Warrant Agent
for reasonable out-of-pocket expenses (including counsel fees) incurred without
negligence, bad faith or willful misconduct by the Warrant Agent in connection
with the services rendered hereunder by the Warrant Agent. The Company also
agrees to indemnify the Warrant Agent for, and to hold it harmless against, any
loss, liability or expense incurred without negligence, bad faith or willful
misconduct on the part of the Warrant Agent, arising out of or in connection
with its acting as Warrant Agent hereunder, as well as the reasonable costs and
expenses of defending against any claim of such liability.

               (b) Agent for the Company. In acting under this Warrant Agreement
and in connection with the Warrant Certificates, the Warrant Agent is acting
solely as agent of the Company and does not assume any obligations or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.


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<PAGE>   9

               (c) Counsel. The Warrant Agent may consult with counsel
satisfactory to it, and the written advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with the advice of
such counsel.

               (d) Documents. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or thing suffered by it
in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably believed
by it to be genuine and to have been presented or signed by the proper parties.

               (e) Certain Transactions. The Warrant Agent, and its
stockholders, officers, directors and employees, may become the owner of, or
acquire any interest in, Warrants, with the same rights that it or they would
have if it were not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial or other
transaction with the Company and may act on, or as depositary, trustee or agent
for, any committee or body of Holders of Warrant Securities or other obligations
of the Company as freely as if it were not the Warrant Agent hereunder. Nothing
in this Warrant Agreement shall be deemed to prevent the Warrant Agent from
acting in any other capacity for the Company or for any other legal entity as
Trustee under any of the Indentures.

               (f) No Liability for Interest. Unless otherwise agreed with the
Company, the Warrant Agent shall have no liability for interest on any monies at
any time received by it pursuant to any of the provisions of this Agreement or
of the Warrant Certificates.

               (g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the Warrant
Certificates (except as to the Warrant Agent's countersignature thereon).

               (h) No Responsibility for Representations. The Warrant Agent
shall not be responsible for any of the recitals or representations herein or in
the Warrant Certificates (except as to the Warrant Agent's countersignature
thereon), all of which are made solely by the Company.

               (i) No Implied Obligations. The Warrant Agent shall be obligated
to perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for
the use by the Company of any of the Warrant Certificates authenticated by the
Warrant Agent and delivered by it to the Company pursuant to this Agreement or
for the application by the Company of any of the Warrant Certificates or for the
application by the Company of the proceeds of the Warrant Certificates. The
Warrant Agent shall have no duty or responsibility in case of any default by the
Company in the performance of its covenants or agreements contained herein or in
the Warrant Certificates or in the case of the receipt of any written demand
from a holder of a Warrant Certificate with


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respect to such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 6.02 hereof,
to make any demand upon the Company.

        SECTION 5.03. Resignation and Appointment of Successor. The Company
agrees, for the benefit of the holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrants have been exercised or are no longer exercisable.

               (a) The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective; provided that
such date shall not be less than three months after the date on which such
notice is given unless the Company otherwise agrees. The Warrant Agent hereunder
may be removed at any time by the filing with it of an instrument in writing
signed by or on behalf of the Company and specifying such removal and the
intended date when it shall become effective. Such resignation or removal shall
take effect upon the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a bank or trust company authorized under
the laws of the jurisdiction of its organization to exercise corporate trust
powers) and the acceptance of such appointment by such successor Warrant Agent.
The obligation of the Company under Section 5.02(a) shall continue to the extent
set forth therein notwithstanding the resignation or removal of the Warrant
Agent.

               (b) In case at any time the Warrant Agent shall resign, or shall
be removed, or shall become incapable of acting, or shall be adjudged a bankrupt
or insolvent, or shall commence a voluntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or under any other applicable Federal or
State bankruptcy, insolvency or similar law or shall consent to the appointment
of or taking possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Warrant Agent or its property or
affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due, or
shall take corporate action in furtherance of any such action, or a decree or
order for relief by a court having jurisdiction in the premises shall have been
entered in respect of the Warrant Agent in an involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or similar law; or a decree or order by
a court having jurisdiction in the premises shall have been entered for the
appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or similar official) of the Warrant Agent or of its property or
affairs, or any public officer shall take charge or control of the Warrant Agent
or of its property or affairs for the purpose of rehabilitation, conservation,
winding up or liquidation, a successor Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such appointment,
the Warrant Agent shall cease to be Warrant Agent hereunder.

               (c) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts,


                                      -10-
<PAGE>   11

immunities, duties and obligations of such predecessor with like effect as if
originally named as Warrant Agent hereunder, and such predecessor, upon payment
of its charges and disbursements then unpaid, shall thereupon become obligated
to transfer, deliver and pay over, and such successor Warrant Agent shall be
entitled to receive, all monies, securities and other property on deposit with
or held by such predecessor, as Warrant Agent hereunder.

               (d) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                   ARTICLE VI.

                                 MISCELLANEOUS.

        SECTION 6.01. Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not materially adversely affect the interests of the holders of the
Warrant Certificates.

        The parties hereto may also modify or amend this Agreement and the terms
of the Warrant Certificates with the consent of the holders of not less than a
majority in number of the then outstanding unexercised Warrant Certificates
affected thereby; provided that no such modification or amendment that
accelerates the expiration date, increases the exercise price or reduces the
number of outstanding Warrant Certificates the consent of the holders of which
is required for any such modification or amendment, may be made without the
consent of each holder affected thereby.

        SECTION 6.02. Notices and Demands to the Company and Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.

        SECTION 6.03. Addresses. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
____________________, Attention: ________________ and any communication from the
Warrant Agent to the Company with respect to this Agreement shall be addressed
to IndyMac Bancorp, Inc., 155 North Lake Avenue, Pasadena California, 91101,
Attention: Secretary (or such other address as shall be specified in writing by
the Warrant Agent or by the Company).

        SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and


                                      -11-
<PAGE>   12

provisions thereof shall be governed by, and construed in accordance with, the
laws of the State of New York.

        SECTION 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of the Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Securities issued upon
such exercise, a Prospectus. The Warrant Agent shall not, by reason of any such
delivery, assume any responsibility for the accuracy or adequacy of such
Prospectus.

        SECTION 6.06. Obtaining of Governmental Approvals. The Company will from
time to time take all action which may be necessary to obtain and keep effective
any and all permits, consents and approvals of governmental agencies and
authorities and securities acts filings under United States Federal and State
laws (including without limitation a registration statement in respect of the
Warrants and Warrant Securities under the Securities Act of 1933), which may be
or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Securities issued upon exercise of the Warrant
Certificates, the exercise of the Warrants, the issuance, sale, transfer and
delivery of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.

        SECTION 6.07. Persons Having Rights under Warrant Agreement. Nothing in
this Agreement shall give to any person other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.

        SECTION 6.08. Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

        SECTION 6.09. Counterparts. This Agreement may be executed in any number
of counterparts, each of which as so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.

        SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.


                                      -12-
<PAGE>   13

        IN WITNESS WHEREOF IndyMac Bancorp, Inc. and _________________ have
caused this Agreement to be signed by their respective duly authorized officers,
and their respective corporate seals to be affixed hereunto, and the same to be
attested by their respective Secretaries or one of their respective Assistant
Secretaries, all as of the day and year first above written.

                                            INDYMAC BANCORP, INC.



                                            By
                                               ---------------------------------
                                               Title:

Attest:


--------------------------------
Title:


                                            [WARRANT AGENT]



                                            By
                                               ---------------------------------
                                               Title:

Attest:


--------------------------------
Title:


                                      -13-
<PAGE>   14

                                                                       EXHIBIT A

                           FORM OF WARRANT CERTIFICATE
                          [Face of Warrant Certificate]

<TABLE>
<S>                                             <C>
[Form of Legend if this Offered Securities      Prior to ___________________ Warrant
with Warrants which are not immediately         Certificate cannot be transferred or
detachable                                      exchanged unless attached to a [Title
                                                of Offered Securities].]

[Form of Legend if Warrants are not             Prior to _______________, Warrants
immediately exercisable.                        evidenced by this Warrant Certificate
                                                cannot be exercised.]
</TABLE>

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

                              INDYMAC BANCORP, INC.
                              WARRANTS TO PURCHASE
                          [Title of Warrant Securities]

              VOID AFTER 5 P.M., NEW YORK CITY TIME, ON __________

No. ______                                                       ______ Warrants

        This certifies that [the bearer is the] [_______________ or registered
assigns is the registered] owner of the above indicated number of Warrants, each
Warrant entitling such owner [if Offered Securities with Warrants which are not
immediately detachable -- , subject to the [bearer] [registered owner]
qualifying as a "holder" of this Warrant Certificate, as hereinafter defined] to
purchase, at any time [after 5 P.M., New York City time, on ___________ and] on
or before 5 P.M., New York City time, on _____________, _____ principal amount
of [Title of Warrant Securities] (the "Warrant Securities"), of IndyMac Bancorp,
Inc. (the "Company"), issued and to be issued under the Indenture (as
hereinafter defined), on the following basis: during the period from
_____________, through and including _____________ the exercise price of each
Warrant will be _________ plus [accrued amortization of the original issue
discount] [accrued interest] from _______________; during the period from
_____________, through and including _____________, the exercise price of each
Warrant will be plus [accrued amortization of the original issue discount]
[accrued interest] from _____________; [in each case, the original issue
discount will be amortized at a ____% annual rate, computed on an annual basis
using the "interest" method and using a 360-day year consisting of twelve 30-day
months] (the "Warrant Price"). [The original issue discount for each _________
principal amount of Warrant Securities is _____________.] The holder may
exercise the Warrants evidenced hereby by providing certain information set
forth on the back hereof, including any applicable certifications if the Warrant
Securities are issuable in bearer form, and by paying in full [in lawful money
of the United States of America] [applicable currency] [in cash or by certified
check or official bank check or by bank wire transfer, in each case,] [by bank
wire transfer] in


                                      A-1
<PAGE>   15

immediately available funds, the Warrant Price for each Warrant exercised to the
Warrant Agent (as hereinafter defined) and by surrendering this Warrant
Certificate, with the purchase form on the back hereof duly executed, at the
corporate trust office of [name of Warrant Agent], or its successor as warrant
agent (the "Warrant Agent"), [or _____________], which is, on the date hereof,
at the address on the reverse hereof, and upon compliance with and subject to
the conditions set forth herein and in the Warrant Agreement (as hereinafter
defined).

        The term "holder" as used herein shall mean [if Offered Securities with
Warrants which are not immediately detachable -- , prior to _____________ (the
"Detachable Date"), the [bearer] [registered owner] of the Company's [title of
Offered Securities] to which this Warrant Certificate is initially attached, and
after such Detachable Date,] [the bearer of this Warrant Certificate] [the
person in whose name at the time this Warrant Certificate shall be registered
upon the books to be maintained by the Warrant Agent for that purpose pursuant
to Section 4.01 of the Warrant Agreement].

        Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities in registered form in denominations
of _____ and any integral multiples thereof. Upon any exercise of fewer than all
of the Warrants evidenced by this Warrant Certificate, there shall be issued to
the holder hereof a new Warrant Certificate evidencing the number of Warrants
remaining unexercised.

        This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of _____________ (the "Warrant Agreement") between
the Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent
[and at _____________].

        The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an indenture (the "[Senior] [Subordinated] Indenture"), dated as
of _____________, _____ between the Company and _____________, as trustee (the
"Trustee"), and will be subject to the terms and provisions contained in the
Indenture. Copies of the Indenture and the form of the Warrant Securities are on
file at the corporate trust office of the Trustee [and at_____________].

        [If Offered Securities with Warrants which are not immediately
detachable -- Prior to _____________, this Warrant Certificate may be exchanged
or transferred only together with the [Title of Offered Securities] ("Offered
Securities") to which this Warrant Certificate was initially attached, and only
for the purpose of effecting, or in conjunction with, an exchange or transfer of
such Offered Security. After such date, transfer of this] [if Offered Securities
with Warrants which are immediately detachable -- Transfer of this] Warrant
Certificate may be registered when this Warrant Certificate is surrendered at
the corporate trust office of the Warrant Agent [or _____________] by the
registered owner or his assigns, in person or by an attorney duly authorized in
writing, in the manner and subject to the limitations provided in the Warrant
Agreement.] [effected by delivery and the Company and the Warrant Agent may
treat the bearer hereof as the owner for all purposes.]


                                      A-2
<PAGE>   16

        [If Offered Securities with Warrants which are not immediately
detachable -- Except as provided in the immediately preceding paragraph, after]
[If Offered Securities with Warrants which are immediately detachable or
Warrants alone -- After] countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent [or _____________]
for Warrant Certificates representing the same aggregate number of Warrants.

        This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of the Warrant Securities, including, without limitation,
the right to receive payments of principal of, premium, if any, or interest, if
any, on the Warrant Securities or to enforce any of the covenants of the
Indenture.

        This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.

        Dated as of _____________.

                                            INDYMAC BANCORP, INC.

                                            By
                                               ---------------------------------
                                               Authorized Officer

Attest:


------------------------------------

Countersigned:


------------------------------------
          As Warrant Agent

By:
   ---------------------------------
    Authorized Signature


                                      A-3
<PAGE>   17

                        [Reverse of Warrant Certificate]
                      Instructions for Exercise of Warrant

        To exercise the Warrants evidenced hereby, the holder must pay in
[Dollars] [applicable currency] [in cash or by certified check or official bank
check or by bank wire transfer, in each case] [by bank wire transfer] in
immediately available funds the Warrant Price in full for Warrants exercised to
[insert name of Warrant Agent] [corporate trust department] [insert address of
Warrant Agent], Attn. _________________ [or _________________ ], which [payment]
[wire transfer] must specify the name of the holder and the number of Warrants
exercised by such holder. In addition, the holder must complete the information
required below, including any applicable certifications if the Warrant
Securities are issuable in bearer form, and present this Warrant Certificate in
person or by mail (certified or registered mail is recommended) to the Warrant
Agent at the appropriate address set forth below. This Warrant Certificate,
completed and duly executed, must be received by the Warrant Agent within five
business days of the [payment] [wire transfer].

                     To Be Executed Upon Exercise of Warrant

        The undersigned hereby irrevocably elects to exercise ________ Warrants,
evidenced by this Warrant Certificate, to purchase ________ principal amount of
the [Title of Warrant Securities] (the "Warrant Securities") of IndyMac Bancorp,
Inc. and represents that he has tendered payment for such Warrant Securities in
[Dollars] [applicable currency] [in cash or by certified check or official bank
check or by bank wire transfer, in each case] [by bank wire transfer] in
immediately available funds to the order of IndyMac Bancorp, Inc., c/o [insert
name and address of Warrant Agent], in the amount of ________ in accordance with
the terms hereof. The undersigned requests that said principal amount of Warrant
Securities be in [bearer] [fully registered] form in the authorized
denominations, registered in such names and delivered all as specified in
accordance with the instructions set forth below. [However, unless otherwise
designated by the Company, Warrant Securities in bearer form shall be delivered
to or upon the order of the holder of such Warrant Certificate only outside the
United States and its possessions.]


                                      A-4
<PAGE>   18

        If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.

Dated:                                      Name
       ---------------------------              --------------------------------

                                            Address
----------------------------------                 -----------------------------
(Insert Social Security or Other
Identifying Number)

                                            Signature
                                                     ---------------------------
[If Registered Warrant --                   [If registered Warrant -
Signature Guaranteed                        (Signature must conform in all
                                                respects to name of holder as
                                      ]         specified on face of this
-------------------------------------           Warrant Certificate and must
                                                bear a signature guarantee by a
                                                bank, trust company or member
                                                broker of the New York Stock
                                                Exchange)]

        The warrants evidenced hereby may be exercised at the following address:

By hand at
          ----------------------------------------------------

          ----------------------------------------------------

          ----------------------------------------------------

          ----------------------------------------------------

By mail at
          ----------------------------------------------------

          ----------------------------------------------------

          ----------------------------------------------------

          ----------------------------------------------------

        [Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificate evidencing unexercised Warrants -- complete as
appropriate.]


                                      A-5
<PAGE>   19

                             [If registered Warrant]
                                   Assignment

                  [Form of Assignment To Be Executed If Holder
                 Desires To Transfer Warrants Evidenced Hereby)

        FOR VALUE RECEIVED ______________________________________ hereby sells,
assigns and transfers unto


---------------------------------        --------------------------------------
(Please print name)                      (Please insert social security or other
                                         identifying number)
---------------------------------
(Address)

---------------------------------
(City, including zip code)

the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _________________________ Attorney, to
transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.

Dated:

                                                     ---------------------------
                                                              Signature

                                                     (Signature must conform in
                                                     all respects to name of
                                                     holder as specified on the
                                                     face of this Warrant
                                                     Certificate and must bear a
                                                     signature guarantee by a
                                                     bank, trust company or
                                                     member broker of the New
                                                     York Stock Exchange)

Signature Guaranteed

---------------------------------


                                      A-6
<PAGE>   20

                     CERTIFICATION* AS TO NON-U.S. OWNERSHIP

                         [To be completed if Securities
                          in bearer form are requested]

              [Form of certificate to be given by person requesting
                    delivery of bearer Warrant Security upon
                              exercise of Warrant]

                                   CERTIFICATE

                              INDYMAC BANCORP, INC.

[Title of Warrant Securities] Issuable Upon Exercise of Warrants ("Warrant
Securities")

To:     IndyMac Bancorp, Inc.
        [Name of Warrant Agent], or
        Warrant Agent

        This certificate is submitted in connection with the exercise of the
Warrant Certificate relating to the Warrant Securities, by delivery to you of
the Election to Purchase dated as of ______________.

        The undersigned hereby certifies that as of the date hereof, the Warrant
Securities which are to be delivered to the undersigned in bearer form upon the
exercise by the undersigned of such Warrant Certificate (i) are owned by persons
that are not United States Persons, as defined below; (ii) are owned by United
States Persons that are (a) foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section 1.165.12(c)(1)(v))
("financial institutions") purchasing for their own account or for resale, or
(b) United States Persons who acquired the obligations through foreign branches
of United States financial institutions and who hold the obligations through
such financial institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution provides a certificate in the form
that follows this certificate); or (iii) are owned by United States or foreign
financial institutions for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), which
United States or foreign institutions described in clause (iii) above (whether
or not also described in clause (i) or (ii)) certify that they have not acquired
the obligations for purposes of resale directly or indirectly to a United States
Person or to a person within the United States or its possessions. The
undersigned undertakes to advise you by tested telex followed by written
confirmation if the statement in the immediately preceding sentence is not
correct on the date of delivery of the above-captioned Securities in bearer
form.

        We understand that this certificate is required in connection with
United States tax laws. We irrevocably authorize you to produce this certificate
or a copy hereof to any interested party in any administrative or legal
proceedings with respect to the matters covered by this certificate. "United
States Person" shall mean a citizen or resident of the United States of America
(including the District of Columbia), a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof or an


                                      A-7
<PAGE>   21

estate or trust that is subject to United States federal income taxation
regardless of the source of its income.

Date:
     ---------------------
                                       [Name of Person Entitled to Receive
                                       Warrant Securities Described Herein]

                                       -----------------------------------------
                                       (Authorized Signatory)

                                       Name:
                                            ------------------------------------
                                       Title:

----------------------
        Subject to change in accordance with changes in tax laws and
regulations.


                                      A-8
<PAGE>   22

                       [Form of Certificate of Status as a
            Foreign Branch of a United States Financial Institution]

                                   CERTIFICATE

                              INDYMAC BANCORP, INC.

[Title of Warrant Securities] Issuable Upon Exercise of Warrants ("Warrant
Securities")

To:     IndyMac Bancorp, Inc.
        [Name of Warrant Agent], or
        Warrant Agent

        This certificate is submitted in connection with the exercise of the
Warrant Certificate relating to the Warrant Securities, by delivery to you of
the Election to Purchase dated as of ___________.

        The undersigned represents that it is a branch located outside the
United States of a United States securities clearing organization, bank or other
financial institution (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(V)) that holds customers' securities in the ordinary course of
its trade or business and agrees that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder and is not purchasing for resale directly or indirectly
to a United States Person or to a person within the United States or its
possessions. We undertake to advise you by tested telex following by written
confirmation if the statement in the immediately preceding sentence is not
correct on the date of delivery of the above-captioned Securities in bearer
form.

        We understand that this certificate is required in connection with the
United States tax laws. We irrevocably authorize you to produce this certificate
or a copy hereof to any interested party in any administrative or legal
proceedings with respect to the matters covered by this certificate.

Date:  ____________________

                                          [Name of Person Entitled to Receive
                                          Warrant Securities Described Herein]

                                          --------------------------------------
                                          (Authorized Signatory)

                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

--------------------

        Subject to change in accordance with changes in tax laws and
regulations.

                                      A-9