<PAGE>   1

                                   EXHIBIT 4.3



                             INDYMAC BANCORP, INC.,

              ______________________________________, AS DEPOSITARY

                                       AND

                        THE HOLDERS FROM TIME TO TIME OF
                    THE DEPOSITARY RECEIPTS DESCRIBED HEREIN








                                DEPOSIT AGREEMENT




                          DATED AS OF ___________, ____

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                                TABLE OF CONTENTS

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                                    ARTICLE I
                                   Definitions


                                   ARTICLE II
     Form of Receipts; Deposit of Stock; Execution and Delivery; Transfer, Surrender and
                             Redemption of Receipts

SECTION 2.01      Form and Transfer of Receipts.............................................2
SECTION 2.02      Deposit of Stock; Execution and Delivery of Receipts in Respect
                  Thereof...................................................................3
SECTION 2.03      Redemption of Stock.......................................................3
SECTION 2.04      Registration of Transfer of Receipts......................................4
SECTION 2.05      Split-ups and Combinations of Receipts; Withdrawal of Stock...............4
SECTION 2.06      Limitations on Execution and Delivery, Transfer, Surrender and
                  Exchange of Receipts......................................................5
SECTION 2.07      Lost Receipts, etc........................................................5
SECTION 2.08      Cancellation and Destruction of Surrendered Receipts......................6
SECTION 2.09      Conversion of Stock into Common Stock.....................................6

                                   ARTICLE III
                  Certain Obligations of Holders of Receipts and the Company

SECTION 3.01      Filing Proofs, Certificates and Other Information.........................6
SECTION 3.02      Payment of Taxes or Other Governmental Charges............................6
SECTION 3.03      Warranty as to Stock......................................................6

                                   ARTICLE IV
                        The Deposited Securities; Notices

SECTION 4.01      Cash Distributions........................................................7
SECTION 4.02      Distributions Other than Cash, Rights, Preferences or Privileges..........7
SECTION 4.03      Subscription Rights, Preferences or Privileges............................7
SECTION 4.04      Notice of Dividends, etc.; Fixing of Record Date for Holders of
                  Receipts..................................................................8
SECTION 4.05      Voting Rights.............................................................8
SECTION 4.06      Changes Affecting Deposited Securities and Reclassifications,
                  Recapitalizations, etc....................................................9
SECTION 4.07      Inspection of Reports.....................................................9
SECTION 4.08      Lists of Receipt Holders..................................................9
SECTION 4.09      Tax and Regulatory Compliance.............................................9
SECTION 4.10      Withholding...............................................................9
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                                TABLE OF CONTENTS
                                   (continued)

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                                    ARTICLE V
            The Depositary, the Depositary's Agents, the Registrar and the Company

SECTION 5.01      Maintenance of Offices, Agencies and Transfer Books by the
                  Depositary; Registrar....................................................10
SECTION 5.02      Prevention of or Delay in Performance by the Depositary, the
                  Depositary's Agents, the Registrar or the Company........................10
SECTION 5.03      Obligations of the Depositary, the Depositary's Agents, the
                  Registrar and the Company................................................11
SECTION 5.04      Resignation and Removal of the Depositary; Appointment of Successor
                  Depositary...............................................................11
SECTION 5.05      Corporate Notices and Reports............................................12
SECTION 5.06      Indemnification by the Company...........................................12
SECTION 5.07      Charges and Expenses.....................................................12

                                   ARTICLE VI
                            Amendment and Termination

SECTION 6.01      Amendment................................................................12
SECTION 6.02      Termination..............................................................13

                                   ARTICLE VII
                                  Miscellaneous

SECTION 7.01      Counterparts.............................................................13
SECTION 7.02      Exclusive Benefit of Parties.............................................13
SECTION 7.03      Invalidity of Provisions.................................................13
SECTION 7.04      Notices..................................................................13
SECTION 7.05      Depositary's Agents......................................................14
SECTION 7.06      Holders of Receipts Are Parties..........................................14
SECTION 7.07      Governing Law............................................................14
SECTION 7.08      Inspection of Deposit Agreement..........................................14
SECTION 7.09      Headings.................................................................14


TESTIMONIUM       .........................................................................14
SIGNATURES        .........................................................................14
EXHIBIT A:  Form of Depositary Receipt
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                                      -ii-
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                          DEPOSIT AGREEMENT DATED AS OF
                 ___________, ____, AMONG INDYMAC BANCORP, INC.,
                A DELAWARE CORPORATION, _______________, AND THE
           HOLDERS FROM TIME TO TIME OF THE RECEIPTS DESCRIBED HEREIN.

        WHEREAS, it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of [Cumulative]
[Noncumulative][Convertible] [Preferred] Stock, Series ___, par value $0.01 per
share, of INDYMAC BANCORP, INC. with the Depositary for the purposes set forth
in this Deposit Agreement and for the issuance hereunder of Receipts evidencing
Depositary Shares in respect of the Stock so deposited; and

        WHEREAS, the Receipts are to be substantially in the form of Exhibit A
annexed hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Deposit Agreement;

        NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

        The following definitions shall for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement:

        "Certificate" shall mean the certificate of designations filed with the
Secretary of State of Delaware establishing the Stock as a series of preferred
stock of the Company.

        "Company" shall mean IndyMac Bancorp, Inc., a Delaware corporation, and
its successors.

        "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.

        "Depositary" shall mean __________________________, and any successor as
Depositary hereunder.

        "Depositary Shares" shall mean Depositary Shares, each representing [one
quarter] of a share of Stock and evidenced by a Receipt.

        "Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.05.

        "Depositary's Office" shall mean the office of the Depositary in
_______________, at which at any particular time its depositary receipt business
shall be administered.

        "Receipt" shall mean one of the Depositary Receipts issued hereunder,
whether in definitive or temporary form.

        "record holder" as applied to a Receipt shall mean the person in whose
name a Receipt is registered on the books of the Depositary maintained for such
purpose.

        "Registrar" shall mean any bank or trust company which shall be
appointed to register ownership and transfers of Receipts as herein provided.


<PAGE>   5

        "Stock" shall mean shares of the Company's [Cumulative] [Noncumulative]
[Convertible] [Preferred] Stock, Series ___, $0.01 par value per share.

                                   ARTICLE II

                       FORM OF RECEIPTS; DEPOSIT OF STOCK;
                        EXECUTION AND DELIVERY; TRANSFER,
                      SURRENDER AND REDEMPTION OF RECEIPTS

        SECTION 2.01 Form and Transfer of Receipts. Definitive Receipts shall be
engraved or printed or lithographed on steel-engraved borders and shall be
substantially in the form set forth in Exhibit A annexed to this Deposit
Agreement, with appropriate insertions, modifications and omissions, as
hereinafter provided. Pending the preparation of definitive Receipts, the
Depositary, upon the written order of the Company or any holder of Stock, as the
case may be, delivered in compliance with Section 2.02, shall execute and
deliver temporary Receipts which are printed, lithographed, typewritten,
mimeographed or otherwise substantially of the tenor of the definitive Receipts
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the persons executing such
Receipts may determine, as evidenced by their execution of such Receipts. If
temporary Receipts are issued, the Company and the Depositary will cause
definitive Receipts to be prepared without unreasonable delay. After the
preparation of definitive Receipts, the temporary Receipts shall be exchangeable
for definitive Receipts upon surrender of the temporary Receipts at an office
described in the last paragraph of Section 2.02, without charge to the holder.
Upon surrender for cancellation of any one or more temporary Receipts, the
Depositary shall execute and deliver in exchange therefor definitive Receipts
representing the same number of Depositary Shares as represented by the
surrendered temporary Receipt or Receipts. Such exchange shall be made at the
Company's expense and without any charge therefor. Until so exchanged, the
temporary Receipts shall in all respects be entitled to the same benefits under
this Deposit Agreement, and with respect to the Stock, as definitive Receipts.

        Receipts shall be executed by the Depositary by the manual signature of
a duly authorized officer of the Depositary; provided, that such signature may
be a facsimile if a Registrar for the Receipts (other than the Depositary) shall
have been appointed and such Receipts are countersigned by manual signature of a
duly authorized officer of the Registrar. No Receipt shall be entitled to any
benefits under this Deposit Agreement or be valid or obligatory for any purpose
unless it shall have been executed manually by a duly authorized officer of the
Depositary or, if a Registrar for the Receipts (other than the Depositary) shall
have been appointed, by manual or facsimile signature of a duly authorized
officer of the Depositary and countersigned manually by a duly authorized
officer of such Registrar. The Depositary shall record on its books each Receipt
so signed and delivered as hereinafter provided.

        Receipts shall be in denominations of any number of whole Depositary
Shares [up to but not in excess of 400,000 Depositary Shares for any particular
Receipt.] All Depositary Shares will be dated the date of their issuance.

        Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary or required to comply
with any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject.

        Title to Depositary Shares evidenced by a Receipt which is properly
endorsed, or accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the


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<PAGE>   6

case of a negotiable instrument; provided, however, that until transfer of a
Receipt shall be registered on the books of the Depositary as provided in
Section 2.04, the Depositary may, notwithstanding any notice to the contrary,
treat the record holder thereof at such time as the absolute owner thereof for
the purpose of determining the person entitled to distributions of dividends or
other distributions or to any notice provided for in this Deposit Agreement and
for all other purposes.

        SECTION 2.02 Deposit of Stock; Execution and Delivery of Receipts in
Respect Thereof. Subject to the terms and conditions of this Deposit Agreement,
the Company or any holder of Stock may from time to time deposit shares of the
Stock under this Deposit Agreement by delivery to the Depositary of a
certificate or certificates for the Stock to be deposited, properly endorsed or
accompanied, if required by the Depositary, by a duly executed instrument of
transfer or endorsement, in form satisfactory to the Depositary, together with
all such certifications as may be required by the Depositary in accordance with
the provisions of this Deposit Agreement, and together with a written order of
the Company or such holder, as the case may be, directing the Depositary to
execute and deliver to, or upon the written order of, the person or persons
stated in such order a Receipt or Receipts for the number of Depositary Shares
representing such deposited Stock.

        Deposited Stock shall be held by the Depositary at the Depositary's
Office or at such other place or places as the Depositary shall determine.

        Upon receipt by the Depositary of a certificate or certificates for
Stock deposited in accordance with the provisions of this Section, together with
the other documents required as above specified, and upon recordation of the
Stock on the books of the Company in the name of the Depositary or its nominee,
the Depositary, subject to the terms and conditions of this Deposit Agreement,
shall execute and deliver, to or upon the order of the person or persons named
in the written order delivered to the Depositary referred to in the first
paragraph of this Section, a Receipt or Receipts for the number of Depositary
Shares representing the Stock so deposited and registered in such name or names
as may be requested by such person or persons.

        The Depositary shall execute and deliver such Receipt or Receipts at the
Depositary's Office or such other offices, if any, as the Depositary may
designate. Delivery at other offices shall be at the risk and expense of the
person requesting such delivery.

        Other than in the case of splits, combinations or other
reclassifications affecting the Stock, or in the case of dividends or other
distributions of Stock, if any, there shall be deposited hereunder not more than
the number of shares constituting the Stock, as set forth in the Certificate.

        SECTION 2.03 Redemption of Stock. Whenever the Company shall elect to
redeem shares of Stock in accordance with the provisions of the Certificate, if
the Certificate provides for such redemption, it shall (unless otherwise agreed
in writing with the Depositary) give the Depositary not less than 40 nor more
than 70 days' notice of the date of such proposed redemption of Stock, which
notice shall be accompanied by a certificate from the Company stating that such
redemption of Stock is in accordance with the provisions of the Certificate.
[Such notice, if given more than 50 days prior to the redemption date, shall be
in addition to the notice required to be given for redemption pursuant to the
Certificate.] On the date of such redemption, provided that the Company shall
then have paid in full to the Depositary the redemption price of the Stock to be
redeemed, plus any accrued and unpaid dividends thereon, the Depositary shall
redeem the number of Depositary Shares representing such Stock. The Depositary
shall mail notice of such redemption and the proposed simultaneous redemption of
the number of Depositary Shares representing the Stock to be redeemed,
first-class postage prepaid, not less than 30 and not more than 60 days prior to
the date fixed for redemption of such Stock and Depositary Shares (the
"Redemption Date"), to the record holders of the Receipts evidencing the
Depositary Shares to be so redeemed, at the


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<PAGE>   7

addresses of such holders as they appear on the records of the Depositary; but
neither failure to mail any such notice to one or more such holders nor any
defect in any notice to one or more such holders shall affect the sufficiency of
the proceedings for redemption as to other holders. Each such notice shall
state: (i) the Redemption Date; (ii) the number of Depositary Shares to be
redeemed and, if less than all the Depositary Shares held by any such holder are
to be redeemed, the number of such Depositary Shares held by such holder to be
so redeemed; (iii) the redemption price; (iv) the place or places where Receipts
evidencing Depositary Shares are to be surrendered for payment of the redemption
price; and (v) that dividends in respect of the Stock represented by the
Depositary Shares to be redeemed will cease to accumulate on such Redemption
Date. In case less than all the outstanding Depositary Shares are to be
redeemed, the Depositary Shares to be so redeemed shall be selected on a pro
rata basis as determined by the Company.

        Notice having been mailed by the Depositary as aforesaid, from and after
the Redemption Date (unless the Company shall have failed to redeem the shares
of Stock to be redeemed by it as set forth in the Company's notice provided for
in the preceding paragraph) all dividends in respect of the shares of Stock so
called for redemption shall cease to accumulate, the Depositary Shares being re
deemed from such proceeds shall be deemed no longer to be outstanding, all
rights of the holders of Receipts evidencing such Depositary Shares (except the
right to receive the redemption price) shall, to the extent of such Depositary
Shares cease and terminate and, upon surrender in accordance with such notice of
the Receipts evidencing any such Depositary Shares (properly endorsed or
assigned for transfer, if the Depositary shall so require), such Depositary
Shares shall be redeemed by the Depositary at a redemption price per Depositary
Share equal to [one quarter] of the redemption price per share paid in respect
of the shares of Stock plus all money and other property, if any, represented by
such Depositary Shares, including all amounts paid by the Company in respect of
dividends which on the Redemption Date have accumulated on the shares of Stock
to be so redeemed and have not theretofore been paid.

        If less than all the Depositary Shares evidenced by a Receipt are called
for redemption, the Depositary will deliver to the holder of such Receipt upon
its surrender to the Depositary, together with the redemption payment, a new
Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not
called for redemption.

        SECTION 2.04 Registration of Transfer of Receipts. Subject to the terms
and conditions of this Deposit Agreement, the Depositary shall register on its
books from time to time transfers of Receipts upon any surrender thereof by the
holder in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer. Thereupon the
Depositary shall execute a new Receipt or Receipts evidencing the same aggregate
number of Depositary Shares as those evidenced by the Receipt or Receipts
surrendered and deliver such new Receipt or Receipts to or upon the order of the
person entitled thereto.

        SECTION 2.05 Split-ups and Combinations of Receipts; Withdrawal of
Stock. Upon surrender of a Receipt or Receipts at the Depositary's Office or at
such other offices as it may designate for the purpose of effecting a split-up
or combination of such Receipt or Receipts, and subject to the terms and
conditions of this Deposit Agreement, the Depositary shall execute and deliver a
new Receipt or Receipts in the authorized denomination or denominations
requested, evidencing the aggregate number of Depositary Shares evidenced by the
Receipt or Receipts surrendered.

        [Any holder of a Receipt or Receipts shall not have the right to
withdraw any shares of Stock or any money or other property represented by such
Receipt or Receipts.] OR

        [Any holder of a Receipt or Receipts may withdraw any or all of the
[whole] shares of Stock the Receipt or Receipts represents (and any money and
other property relating to the Receipt) by surrendering


                                       4
<PAGE>   8

the Receipt at the Corporate Office. However, a holder of a Receipt may not
withdraw any shares Stock that have previously been called for redemption. The
Depositary may require that the Receipt surrendered be properly endorsed in
blank or accompanied by a properly executed instrument of transfer or
endorsement in blank. After proper surrender, without unreasonable delay, the
Depositary will deliver to the holder, or to the persons designated by the
holder, the number of whole [or fractional] shares of Stock (and any money and
other property) represented by the Receipt surrendered for withdrawal. Delivery
of Stock (and any money and other property being withdrawn) may be made by the
delivery of certificates, documents of title, and other instruments the
Depositary deems appropriate. Holders of the whole [or fractional] shares of
Stock will not be entitled to re- deposit the Stock with the Depositary or to
receive Depositary Shares therefor.

        If a withdrawal is for less than all of the Stock ultimately represented
by the tendered Receipt, then in addition to the withdrawal proceeds, the
Depositary will deliver to the holder, or (subject to Section 2.04) upon his
order, a new Receipt for the number of Depositary Shares that represents the
amount of Stock not withdrawn.

        If the Stock and any money and other property being withdrawn are to be
delivered to a person or persons other than the record holder of the Receipt
being surrendered, the holder will execute and deliver to the Depositary a
written order so directing the Depositary.

        The Depositary will deliver the Stock (and any money and other property
represented by the surrendered Receipts) at the Corporate Office, except that,
at the request, risk, and expense of the surrendering holder delivery may be
made at a place designated by the surrendering holder.]

        SECTION 2.06 Limitations on Execution and Delivery, Transfer, Surrender
and Exchange of Receipts. As a condition precedent to the execution and
delivery, registration of transfer, split-up, combination, surrender or exchange
of any Receipt, the Depositary, any of the Depositary's Agents or the Company
may require payment to it of a sum sufficient for the payment (or, in the event
that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any charges or expenses payable by the holder of a
Receipt pursuant to Section 5.07, may require the production of evidence
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with such regulations, if any, as the Depositary or the
Company may establish consistent with the provisions of this Deposit Agreement.

        The deposit of Stock may be refused, the delivery of Receipts against
Stock may be suspended, the registration of transfer of Receipts may be refused
and the registration of transfer, surrender or exchange of outstanding Receipts
may be suspended (i) during any period when the register of stockholders of the
Company is closed, or (ii) if any such action is deemed necessary or advisable
by the Depositary, any of the Depositary's Agents or the Company at any time or
from time to time because of any requirement of law or of any government or
governmental body or commission or under any provision of this Deposit
Agreement.

        SECTION 2.07 Lost Receipts, etc. In case any Receipt shall be mutilated,
destroyed, lost or stolen, the Depositary in its discretion may execute and
deliver a Receipt of like form and tenor in exchange and substitution for such
mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or
stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of
evidence satisfactory to the Depositary of such destruction or loss or theft of
such Receipt, of the authenticity thereof and of his or her ownership thereof,
and (ii) the furnishing of the Depositary with an indemnity bond satisfactory to
it.


                                       5
<PAGE>   9

        SECTION 2.08 Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary or any Depositary's Agent shall be
cancelled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy all Receipts so cancelled.

        SECTION 2.09 Conversion of Stock into Common Stock. It is understood and
agreed that the Depositary Shares are not convertible into the Common Stock, par
value $0.01 per share, of the Company (the "Common Stock") or any other
securities or property of the Company. Nevertheless, as a matter of convenience,
the Company hereby agrees to accept (or to cause its conversion agent to accept)
the delivery of Receipts for the purpose of effecting conversions of the Stock
utilizing the same procedures as those provided for delivery of Stock
certificates to effect such conversions in accordance with the terms and
conditions of the Certificate; provided, however, that only whole Depositary
Shares may be so submitted for conversion. If fewer than all of the Depositary
Shares evidenced by a Receipt are to be converted, the Company shall instruct
the Depositary to issue a new Receipt or Receipts for the Depositary Shares not
to be converted. For this purpose, a holder of a Receipt or Receipts may
surrender such Receipt or Receipts to the Company at the Depositary's Office or
at such other office as the Company may from time to time designate for such
purpose, together with a duly completed and executed Notice of Conversion in the
form included in the Receipt. In all cases, the foregoing shall be conditioned
upon compliance in full by the holder of such Receipt or Receipts with the terms
and conditions of the Certificate and of this Deposit Agreement. The Company
shall instruct the Depositary to cancel each Receipt surrendered for such
conversion and to deliver to the Company any certificates for related Stock so
converted, and the Company will cancel such Stock certificates.

                                   ARTICLE III

                         CERTAIN OBLIGATIONS OF HOLDERS
                           OF RECEIPTS AND THE COMPANY

        SECTION 3.01 Filing Proofs, Certificates and Other Information. Any
holder of a Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the Company
may reasonably deem necessary or proper. The Depositary or the Company may
withhold the delivery, or delay the registration of transfer, redemption or
exchange, of any Receipt or the withdrawal of the Stock represented by the
Depositary Shares evidenced by any Receipt or the distribution of any dividend
or other distribution or the sale of any rights or of the proceeds thereof until
such proof or other information is filed or such certificates are executed or
such representations and warranties are made.

        SECTION 3.02 Payment of Taxes or Other Governmental Charges. Holders of
Receipts shall be obligated to make payments to the Depositary of certain
charges and expenses, as provided in Section 5.07. Registration of transfer of
any Receipt or any withdrawal of Stock and all money or other property, if any,
represented by the Depositary Shares evidenced by such Receipt may be refused
until any such payment due is made, and any dividends, interest payments or
other distributions may be withheld or any part of or all the Stock or other
property represented by the Depositary Shares evidenced by such Receipt and not
theretofore sold may be sold for the account of the holder thereof (after
attempting by reasonable means to notify such holder prior to such sale), and
such dividends, interest payments or other distributions or the proceeds of any
such sale may be applied to any payment of such charges or expenses, the holder
of such Receipt remaining liable for any deficiency.

        SECTION 3.03 Warranty as to Stock. The Company hereby represents and
warrants that the Stock, when issued, will be validly issued, fully paid and
nonassessable. Such representation and warranty shall survive the deposit of the
Stock and the issuance of Receipts.


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<PAGE>   10

                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

        SECTION 4.01 Cash Distributions. Whenever the Depositary shall receive
any cash dividend or other cash distribution on Stock, the Depositary shall,
subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on
the record date fixed pursuant to Section 4.04 such amounts of such dividend or
distribution as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such holders;
provided, however, that in case the Company or the Depositary shall be required
to withhold and shall withhold from any cash dividend or other cash distribution
in respect of the Stock an amount on account of taxes, the amount made available
for distribution or distributed in respect of Depositary Shares shall be reduced
accordingly. The Depositary shall distribute or make available for distribution,
as the case may be, only such amount, however, as can be distributed without
attributing to any holder of Depositary Shares a fraction of one cent, and any
balance not so distributable shall be held by the Depositary (without liability
for interest thereon) and shall be added to and be treated as part of the next
sum received by the Depositary for distribution to record holders of Receipts
then outstanding.

        SECTION 4.02 Distributions Other than Cash, Rights, Preferences or
Privileges. Whenever the Depositary shall receive any distribution other than
cash, rights, preferences or privileges upon Stock, the Depositary shall,
subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on
the record date fixed pursuant to Section 4.04 such amounts of the securities or
property received by it as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders, in any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution. If in the opinion of the Depositary such
distribution cannot be made proportionately among such record holders, or if for
any other reason (including any requirement that the Company or the Depositary
withhold an amount on account of taxes) the Depositary deems, after consultation
with the Company, such distribution not to be feasible, the Depositary may, with
the approval of the Company, adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of the securities or property thus received, or any
part thereof, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be
distributed or made available for distribution, as the case may be, by the
Depositary to record holders of Receipts as provided by Section 4.01 in the case
of a distribution received in cash. The Company shall not make any distribution
of such securities unless the Company shall have provided an opinion of counsel
stating that such securities have been registered under the Securities Act of
1933 or do not need to be registered.

        SECTION 4.03 Subscription Rights, Preferences or Privileges. If the
Company shall at any time offer or cause to be offered to the persons in whose
names Stock is recorded on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance be made available by the Depositary to
the record holders of Receipts in such manner as the Depositary may determine,
either by the issue to such record holders of warrants representing such rights,
preferences or privileges or by such other method as may be approved by the
Depositary in its discretion with the approval of the Company; provided,
however, that (i) if at the time of issue or offer of any such rights,
preferences or privileges the Depositary determines that it is not lawful or
(after consultation with the Company) not feasible to make such rights,
preferences or privileges available to holders of Receipts by the issue of
warrants or otherwise, or (ii) if and to the extent so instructed by holders of
Receipts who do not desire to exercise such rights, preferences or privileges,
then the Depositary, in its discretion (with the approval of the Company, in any
case where the Depositary has determined that it is not feasible to make such
rights, preferences or privileges available), may, if applicable laws or the
terms of such rights,


                                       7
<PAGE>   11

preferences or privileges permit such transfer, sell such rights, preferences or
privileges at public or private sale, at such place or places and upon such
terms as it may deem proper. The net proceeds of any such sale shall, subject to
Sections 3.01 and 3.02, be distributed by the Depositary to the record holders
of Receipts entitled thereto as provided by Section 4.01 in the case of a
distribution received in cash. The Company shall not make any distribution of
any such rights, preferences or privileges unless the Company shall have
provided an opinion of counsel stating that such rights, preferences or
privileges have been registered under the Securities Act of 1933 or do not need
to be registered.

        If registration under the Securities Act of 1933 of the securities to
which any rights, preferences or privileges relate is required in order for
holders of Receipts to be offered or sold the securities to which such rights,
preferences or privileges relate, the Company agrees with the Depositary that it
will file promptly a registration statement pursuant to such Act with respect to
such rights, preferences or privileges and securities and use its best efforts
and take all steps available to it to cause such registration statement to
become effective sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights,
preferences or privileges. In no event shall the Depositary make available to
the holders of Receipts any right, preference or privilege to subscribe for or
to purchase any securities unless and until such a registration statement shall
have become effective, or unless the offering and sale of such securities to
such holders are exempt from registration under the provisions of such Act.

        If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to holders
of Receipts, the Company agrees with the Depositary that the Company will use
its best efforts to take such action or obtain such authorization, consent or
permit sufficiently in advance of the expiration of such rights, preferences or
privileges to enable such holders to exercise such rights, preferences or
privileges.

        SECTION 4.04 Notice of Dividends, etc.; Fixing of Record Date for
Holders of Receipts. Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with respect to Stock,
or whenever the Depositary shall receive notice of any meeting at which holders
of Stock are entitled to vote or of which holders of Stock are entitled to
notice, or whenever the Depositary and the Company shall decide it is
appropriate, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the Company with respect to
the Stock) for the determination of the holders of Receipts who shall be
entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof, or to give instructions for
the exercise of voting rights at any such meeting, or who shall be entitled to
notice of such meeting or for any other appropriate reasons.

        SECTION 4.05 Voting Rights. Upon receipt of notice of any meeting at
which the holders of Stock are entitled to vote, the Depositary shall, as soon
as practicable thereafter, mail to the record holders of Receipts a notice which
shall contain (i) such information as is contained in such notice of meeting,
and (ii) a statement that the holders may, subject to any applicable
restrictions, instruct the Depositary as to the exercise of the voting rights
pertaining to the amount of Stock represented by their respective Depositary
Shares (including an express indication that instructions may be given to the
Depositary to give a discretionary proxy to a person designated by the Company)
and a brief statement as to the manner in which such instructions may be given.
Upon the written request of the holders of Receipts on the relevant record date,
the Depositary shall endeavor insofar as practicable to vote or cause to be
voted, in accordance with the instructions set forth in such requests, the
maximum number of whole shares of Stock represented by the Depositary Shares
evidenced by all Receipts as to which any particular voting instructions are
received. The Company hereby agrees to take all action which may be deemed
necessary


                                       8
<PAGE>   12

by the Depositary in order to enable the Depositary to vote such Stock or cause
such Stock to be voted. In the absence of specific instructions from the holder
of a Receipt, the Depositary will abstain from voting (but, at its discretion,
not from appearing at any meeting with respect to such Stock unless directed to
the contrary by the holders of all the Receipts) to the extent of the Stock
represented by the Depositary Shares evidenced by such Receipt.

        SECTION 4.06 Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc. Upon any change in par or stated
value, split-up, combination or any other reclassification of the Stock, or upon
any recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party, the Depositary may in its
discretion with the approval of, and shall upon the instructions of, the
Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments as are certified by the Company in (x) the
fraction of an interest represented by one Depositary Share in one share of
Stock, and (y) the ratio of the redemption price per Depositary Share to the
redemption price of a share of Stock, in each case as may be necessary fully to
reflect the effects of such changes in par or stated value, split-up,
combination or other reclassification of Stock, or of such recapitalization,
reorganization, merger, amalgamation or consolidation, and (ii) treat any
securities which shall be received by the Depositary in exchange for or upon
conversion of or in respect of the Stock as new deposited securities so received
in exchange for or upon conversion or in respect of such Stock. In any such case
the Depositary may in its discretion, with the approval of the Company, execute
and deliver additional Receipts, or may call for the surrender of all
outstanding Receipts to be exchanged for new Receipts specifically describing
such new deposited securities. Anything to the contrary herein notwithstanding,
holders of Receipts shall have the right from and after the effective date of
any such change in par or stated value, split-up, combination or other
reclassification of the Stock or any such recapitalization, reorganization,
merger, amalgamation or consolidation to surrender such Receipts to the
Depositary with instructions to convert, exchange or surrender the Stock
represented thereby only into or for, as the case may be, the kind and amount of
shares of stock and other securities and property and cash into which the Stock
represented by such Receipts might have been converted or for which such Stock
might have been exchanged or surrendered immediately prior to the effective date
of such transaction.

        SECTION 4.07 Inspection of Reports. The Depositary shall make available
for inspection by holders of Receipts at the Depositary's Office, and at such
other places as it may from time to time deem advisable, any reports and
communications received from the Company which are received by the Depositary as
the holder of Stock.

        SECTION 4.08 Lists of Receipt Holders. Promptly upon request from time
to time by the Company, the Depositary shall furnish to it a list, as of a
recent date, of the names, addresses and holdings of Depositary Shares of all
persons in whose names Receipts are registered on the books of the Depositary.

        SECTION 4.09 Tax and Regulatory Compliance. The Depositary will be
responsible for (i) preparation and mailing of form 1099s for all open and
closed accounts, (ii) foreign tax withholding, (iii) withholding [31]% (or any
withholding as may be required at the then applicable rate) of dividends from
eligible holders of Depositary Receipts, (iv) mailing W-9 forms to new holders
of Depositary Receipts without a certified taxpayer identification number, (v)
processing certified W-9 forms, (vi) preparation and filing of state information
returns, and (vii) escheatment services.

        SECTION 4.10 Withholding. Notwithstanding any other provision of this
Agreement, if the Depositary determines that any distribution in property is
subject to any tax that the Depositary is obligated by law to withhold, the
Depositary may dispose of all or a portion of that property in the amounts and
in the manner the Depositary deems necessary and practicable to pay the taxes,
including by


                                       9
<PAGE>   13

public or private sale. The Depositary will distribute the net proceeds of any
sale or the balance of any property after deduction of the taxes to the holders
of Depositary Receipts entitled thereto in proportion to the number of
Depositary Shares held by each of them.


                                    ARTICLE V

                    THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
                          THE REGISTRAR AND THE COMPANY

        SECTION 5.01 Maintenance of Offices, Agencies and Transfer Books by the
Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary
shall maintain at the Depositary's Office facilities for the execution and
delivery, registration and registration of transfer, surrender and exchange of
Receipts, and at the offices of the Depositary's Agents, if any, facilities for
the delivery, registration of transfer, surrender and exchange of Receipts, all
in accordance with the provisions of this Deposit Agreement.

        The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books at all
reasonable times shall be open for inspection by the record holders of Receipts;
provided, that any such holder requesting to exercise such right shall certify
to the Depositary that such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner of Depositary Shares evidenced by
the Receipt.

        The Depositary may close such books, at any time or from time to time,
when deemed expedient by it in connection with the performance of its duties
hereunder.

        The Depositary may, with the approval of the Company, appoint a
Registrar for registration of the Receipts or the Depositary Shares evidenced
thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock
represented by such Depositary Shares shall be listed on the New York Stock
Exchange, the Depositary will appoint a Registrar (acceptable to the Company)
for registration of such Receipts or Depositary Shares in accordance with any
requirements of such Exchange. Such Registrar (which may be the Depositary if so
permitted by the requirements of such Exchange) may be removed and a substituted
registrar appointed by the Depositary upon the request or with the approval of
the Company. If the Receipts, such Depositary Shares or such Stock are listed on
one or more other stock exchanges, the Depositary will, at the request of the
Company, arrange such facilities for the delivery, registration, registration of
transfer, surrender and exchange of such Receipts, such Depositary Shares or
such Stock as may be required by law or applicable stock exchange regulation.

        SECTION 5.02 Prevention of or Delay in Performance by the Depositary,
the Depositary's Agents, the Registrar or the Company. Neither the Depositary
nor any Depositary's Agent nor any Registrar nor the Company shall incur any
liability to any holder of any Receipt if by reason of any provision of any
present or future law, or regulation thereunder, of the United States of America
or of any other governmental authority or, in the case of the Depositary, the
Depositary's Agent or the Registrar, by reason of any provision, present or
future, of the Company's Restated Certificate of Incorporation, as amended
(including the Certificate) or by reason of any act of God or war or other
circumstance beyond the control of the relevant party, the Depositary, the
Depositary's Agent, the Registrar or the Company shall be prevented or forbidden
from, or subjected to any penalty on account of, doing or performing any act or
thing which the terms of this Deposit Agreement provide shall be done or
performed; nor shall the Depositary, any Depositary's Agent, any Registrar or
the Company incur any liability to any holder of a Receipt (i) by reason of any
nonperformance or delay, caused as aforesaid, in the performance of any act or
thing which the terms of this Deposit Agreement provide shall or may be done or
performed, or (ii) by


                                       10
<PAGE>   14

reason of any exercise of, or failure to exercise, any discretion provided for
in this Deposit Agreement except, in case of any such exercise or failure to
exercise discretion not caused as aforesaid, if caused by the negligence or
willful misconduct of the party charged with such exercise or failure to
exercise.

        SECTION 5.03 Obligations of the Depositary, the Depositary's Agents, the
Registrar and the Company. Neither the Depositary nor any Depositary's Agent nor
any Registrar nor the Company assumes any obligation or shall be subject to any
liability under this Deposit Agreement to holders of Receipts other than for its
negligence or willful misconduct.

        Neither the Depositary nor any Depositary's Agent nor any Registrar nor
the Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of the Stock, the Depositary Shares
or the Receipts which in its opinion may involve it in expense or liability
unless indemnity satisfactory to it against all expense and liability be
furnished as often as may be required.

        Neither the Depositary nor any Depositary's Agent nor any Registrar nor
the Company shall be liable for any action or any failure to act by it in
reliance upon the written advice of legal counsel or accountants, or information
from any person presenting Stock for deposit, any holder of a Receipt or any
other person believed by it in good faith to be competent to give such
information. The Depositary, any Depositary's Agent, any Registrar and the
Company may each rely and shall each be protected in acting upon any written
notice, request, direction or other document believed by it to be genuine and to
have been signed or presented by the proper party or parties.

        The Depositary shall not be responsible for any failure to carry out any
instruction to vote any of the shares of Stock or for the manner or effect of
any such vote made, as long as any such action or non-action is in good faith.
The Depositary undertakes, and any Registrar shall be required to undertake, to
perform such duties and only such duties as are specifically set forth in this
Deposit Agreement, and no implied covenants or obligations shall be read into
this Deposit Agreement against the Depositary or any Registrar. The Depositary
will indemnify the Company against any liability which may arise out of acts
performed or omitted by the Depositary or its agents due to its or their
negligence or bad faith. The Depositary, the Depositary's Agents and any
Registrar may own and deal in any class of securities of the Company and its
affiliates and Receipts. The Depositary may also act as transfer agent or
registrar of any of the securities of the Company and its affiliates.

        SECTION 5.04 Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.

        The Depositary may at any time be removed by the Company by notice of
such removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided.

        In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000. If no successor Depositary shall have been so appointed and have
accepted appointment within 60 days after delivery of such notice, the resigning
or removed Depositary may petition any court of competent jurisdiction for the
appointment of a successor Depositary. Every successor Depositary shall execute
and deliver to its predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and


                                       11
<PAGE>   15

thereupon such successor Depositary, without any further act or deed, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor and for all purposes shall be the Depositary under this Deposit
Agreement, and such predecessor, upon payment of all sums due it and on the
written request of the Company, shall execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver all right, title and interest
in the Stock and any moneys or property held hereunder to such successor, and
shall deliver to such successor a list of the record holders of all outstanding
Receipts. Any successor Depositary shall promptly mail notice of its appointment
to the record holders of Receipts.

        Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act, and notice thereof shall
not be required hereunder. Such successor Depositary may authenticate the
Receipts in the name of the predecessor Depositary or in the name of the
successor Depositary.

        SECTION 5.05 Corporate Notices and Reports. The Company agrees that it
will transmit to the record holders of Receipts, in each case at the addresses
furnished to it pursuant to Section 4.08, all notices and reports (including
without limitation financial statements) required by law, by the rules of any
national securities exchange upon which the Stock, the Depositary Shares or the
Receipts are listed or by the Company's Restated Certificate of Incorporation,
as amended (including the Certificate) to be furnished by the Company to holders
of Stock. Such transmission will be at the Company's expense.

        SECTION 5.06 Indemnification by the Company. The Company shall indemnify
the Depositary, any Depositary's Agent and any Registrar against, and hold each
of them harmless from, any loss, liability or expense (including the costs and
expenses of defending itself) which may arise out of (i) acts performed or
omitted in connection with this Deposit Agreement and the Receipts (a) by the
Depositary, any Registrar or any of their respective agents (including any
Depositary's Agent), except for any liability arising out of negligence or bad
faith on the respective parts of any such person or persons, or (b) by the
Company or any of its agents, or (ii) the offer, sale or registration of the
Receipts or the Stock pursuant to the provisions hereof. The obligations of the
Company set forth in this Section 5.06 shall survive any succession of any
Depositary, Registrar or Depositary's Agent.

        SECTION 5.07 Charges and Expenses. The Company shall pay all transfer
and other taxes and governmental charges arising solely from the existence of
the depositary arrangements. The Company shall pay all charges of the Depositary
in connection with the initial deposit of the Stock and the initial issuance of
the Depositary Shares and redemption of the Stock at the option of the Company.
All other transfer and other taxes and governmental charges shall be at the
expense of holders of Depositary Shares. If, at the request of a holder of
Receipts, the Depositary incurs charges or expenses for which it is not
otherwise liable hereunder, such holder will be liable for such charges and
expenses. All other charges and expenses of the Depositary and any Depositary's
Agent hereunder and of any Registrar (including, in each case, fees and expenses
of counsel) incident to the performance of their respective obligations
hereunder will be paid upon consultation and agreement between the Depositary
and the Company as to the amount and nature of such charges and expenses. The
Depositary shall present its statement for charges and expenses to the Company
once each month or at such other intervals as the Company and the Depositary may
agree.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

        SECTION 6.01 Amendment. The form of the Receipts and any provisions of
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and


                                       12
<PAGE>   16

the Depositary in any respect which they may deem necessary or desirable;
provided, however, that no such amendment (other than any change in the fees of
any Depositary, Registrar or Transfer Agent (as hereinafter defined), which
shall go into effect not sooner than three months after notice thereof to the
holders of the Receipts) which shall materially and adversely alter the rights
of the holders of Receipts shall be effective unless such amendment shall have
been approved by the holders of at least a majority of the Depositary Shares
then outstanding. Every holder of an outstanding Receipt at the time any such
amendment becomes effective shall be deemed, by continuing to hold such Receipt,
to consent and agree to such amendment and to be bound by this Deposit Agreement
as amended thereby.

        SECTION 6.02 Termination. This Agreement may be terminated by the
Company or the Depositary only after (i) all outstanding Depositary Shares shall
have been redeemed pursuant to Section 2.03, or (ii) there shall have been made
a final distribution in respect of the Stock in connection with any liquidation,
dissolution or winding up of the Company and such distribution shall have been
distributed to the holders of Depositary Shares pursuant to Section 4.01 or
4.02, as applicable.

        Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, any Depositary's Agent and any Registrar under
Sections 5.06 and 5.07.

                                   ARTICLE VII

                                  MISCELLANEOUS

        SECTION 7.01 Counterparts. This Deposit Agreement may be executed in any
number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.

        SECTION 7.02 Exclusive Benefit of Parties. This Deposit Agreement is for
the exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

        SECTION 7.03 Invalidity of Provisions. In case any one or more of the
provisions contained in this Deposit Agreement or in the Receipts should be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or disturbed thereby.

        SECTION 7.04 Notices. Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or by telegram or telex
confirmed by letter, addressed to the Company at IndyMac Bancorp, Inc., 155
North Lake Avenue, Pasadena, California 91101, to the attention of the
Secretary, or at any other address of which the Company shall have notified the
Depositary in writing.

        Any and all notices to be given to the Depositary hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram or telex confirmed by
letter, addressed to the Depositary at the Depositary's Office, at
___________________________, or at any other address of which the Depositary
shall have notified the Company in writing.

        Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or


                                       13
<PAGE>   17

by telegram or telex confirmed by letter, addressed to such record holder at the
address of such record holder as it appears on the books of the Depositary, or
if such holder shall have filed with the Depositary a written request that
notices intended for such holder be mailed to some other address, at the address
designated in such request.

        Delivery of a notice sent by mail or by telegram or telex shall be
deemed to be effected at the time when a duly addressed letter containing the
same (or a confirmation thereof in the case of a telegram or telex message) is
deposited, postage prepaid, in a post office letter box. The Depositary or the
Company may, however, act upon any telegram or telex message received by it from
the other or from any holder of a Receipt, notwithstanding that such telegram or
telex message shall not subsequently be confirmed by letter or as aforesaid.

        SECTION 7.05 Depositary's Agents. The Depositary may from time to time
appoint Depositary's Agents to act in any respect for the Depositary for the
purposes of this Deposit Agreement and may at any time appoint additional
Depositary's Agents and vary or terminate the appointment of such Depositary's
Agents. The Depositary will notify the Company of any such action.

        SECTION 7.06 Holders of Receipts Are Parties. The holders of Receipts
from time to time shall be parties to this Deposit Agreement and shall be bound
by all of the terms and conditions hereof and of the Receipts by acceptance of
delivery thereof.

        SECTION 7.07 Governing Law. This Deposit Agreement and the Receipts and
all rights hereunder and thereunder and provisions hereof and thereof shall be
governed by, and construed in accordance with, the laws of the State of New
York.

        SECTION 7.08 Inspection of Deposit Agreement. Copies of this Deposit
Agreement shall be filed with the Depositary and the Depositary's Agents and
shall be open to inspection during business hours at the Depositary's Office and
the respective offices of the Depositary's Agents, if any, by any holder of a
Receipt.

        SECTION 7.09 Headings. The headings of articles and sections in this
Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto
have been inserted for convenience only and are not to be regarded as a part of
this Deposit Agreement or the Receipts or have any bearing upon the meaning or
interpretation of any provision contained herein or in the Receipts.




                                       14
<PAGE>   18

        IN WITNESS WHEREOF, the Company and the Depositary have duly executed
this Agreement as of the day and year first above set forth, and all holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery
of Receipts issued in accordance with the terms hereof.

                                       INDYMAC BANCORP, INC.


Attested by                            By______________________________________
                                       Its_____________________________________



                                       ____________________________,
                                       as Depositary


Attested by                            By______________________________________
                                       Its_____________________________________




                                       15
<PAGE>   19

                                    EXHIBIT A

 NUMBER _______                                   DEPOSITARY SHARES_______
                                                  CERTIFICATE FOR NOT MORE THAN
                                                  _______ DEPOSITARY SHARES

                    DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
             REPRESENTING [CUMULATIVE] [NONCUMULATIVE] [CONVERTIBLE]
                        [PREFERRED] STOCK, SERIES __, OF

                              INDYMAC BANCORP, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                      CUSIP
                       SEE REVERSE FOR CERTAIN DEFINITIONS

_______________________________, (THE "DEPOSITARY"), HEREBY
CERTIFIES THAT






is the registered owner of ___________________ DEPOSITARY SHARES ("Depositary
Shares"), each Depositary Share representing [one quarter (1/4)] of one share of
[Cumulative] [Noncumulative] [Convertible] [Preferred] Stock, Series ___, par
value $0.01 per share, of IndyMac Bancorp, Inc., a Delaware corporation (the
"Corporation"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement dated as of , , (the "Deposit
Agreement") between the Corporation and the Depositary. By accepting this
Depositary Receipt the holder hereof becomes a party to and agrees to be bound
by all the terms and conditions of the Deposit Agreement. This Depositary
Receipt shall not be valid or obligatory for any purpose or entitled to any
benefits under the Deposit Agreement unless it shall have been executed by the
Depositary by the manual signature of a duly authorized officer and shall have
been countersigned manually by a Registrar or by the Depositary as Registrar in
respect of the Depositary Receipts by the manual signature of a duly authorized
officer thereof.

Dated:

COUNTERSIGNED AND
REGISTERED:

__________________________________,
__________________________________



<PAGE>   20

DEPOSITARY AND REGISTRAR

By_________________________________________
        Authorized Officer                         [SEAL]




<PAGE>   21

                              INDYMAC BANCORP, INC.

        INDYMAC BANCORP, INC. WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER
WHO SO REQUESTS, A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK
OR SERIES THEREOF WHICH INDYMAC BANCORP, INC. IS AUTHORIZED TO ISSUE AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
ANY SUCH REQUEST IS TO BE ADDRESSED TO THE SECRETARY OF INDYMAC BANCORP, INC. OR
TO THE TRANSFER AGENT

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

The following abbreviations, when used in the inscription on the face of this
Receipt, shall be construed as though they were written out in full according to
applicable laws or regulations:

        TEN COM    - as tenants in common

        TEN ENT    - as tenants by the entireties

        JT TEN     - as joint tenants with right of survivorship and not as
                     tenants in common

        UNIF GIFT MIN ACT -  Custodian

                   _____________________________
                   (Cust)               (Minor)

                   Under Uniform Gifts to Minors Act

                   _____________________________
                             (State)

               Additional abbreviations may also be used though not in the above
list.

        For value received, _____________________________________________ hereby
sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
___________________________________________

________________________________________________________________________________

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


________________________________________________________________________________

______________________________________________________________ Depositary Shares
represented by the within Receipt, and do hereby irrevocably constitute and
appoint



<PAGE>   22

________________________________________________________________________________

_______________________________________________________________________ Attorney

to transfer the said Depositary Shares on the books of the within-named
Depositary with full power of substitution in the premises.

Dated:___________________________      _________________________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatever.