1.1

“Account Balance” shall mean, with respect to a Participant, a credit on the records of the Company equal to the sum of (i) the Deferral Account balance, (ii) the Company Contribution Account balance, and (iii) the Company Discretionary Match Account balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2

“Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary and Compensation that a Participant defers in accordance with Article 3 for any one Plan Year. In the event of a Participant’s Retirement, Covered Termination, Disability (if deferrals cease in accordance with Section 9.1), death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.

1.3

“Base Salary” shall mean the annual cash compensation relating to services performed during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of the Company and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by the Company; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

1.4

“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 11, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.5

“Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.6

"Board" shall mean the board of directors of the Company.

1.7

"Change in Control" shall mean the occurrence of any of the following events:

(a)

An acquisition (other than directly from Company) of any common stock or other "Voting Securities" (as hereinafter defined) of Company by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of the then outstanding shares of Company's common stock or the combined voting power of the Company's then outstanding Voting Securities; provided, however , in determining whether a "Change in Control" has occurred, Voting Securities which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. For purposes of this Plan, (1) "Voting Securities" shall mean Company's outstanding voting securities entitled to vote generally in the election of directors and (2) a "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) Company or (B) any corporation or other person of which a majority of its voting power or its voting equity securities or equity interests are owned directly, or indirectly, by Company (for purposes of this definition a "Subsidiary"), (ii) Company or any of its Subsidiaries, or (iii) any Person in connection with a "Non-Control Transaction" (as hereinafter defined);

(b)

The individuals who, as of May 6, 1996, are members of the Board (the "Incumbent Board"), cease for any reason to constitute at least two-thirds of the members of the Board; provided, however , that if the election, or nomination for election by Company's common stockholders of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided, further, however , that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(c)

The consummation of:

(i)

A merger, consolidation or reorganization, involving Company, unless such merger, consolidation or reorganization is a "Non-Control Transaction." A "Non-Control Transaction" shall mean a merger, consolidation or reorganization of Company where:

(a)

the stockholders of Company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization, at least seventy percent (70%) of the combined voting power of the outstanding Voting Securities of the corporation resulting from such merger, consolidation or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization;

(b)

the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the Board of Directors of the Surviving Corporation, in the event that, immediately following the consummation of such transaction, a corporation beneficially owns, directly or indirectly, a majority of the Voting Securities of the Surviving Corporation, the Board of Directors of such Corporation; and

(c)

no Person other than (i) Company, (ii) any Subsidiary, (iii) any employee benefit plan (or any trust forming a part thereof) maintained by Company, the Surviving Corporation, or any Subsidiary, or (iv) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of twenty-five (25%) or more of the then outstanding Voting Securities or common stock of Company, has Beneficial Ownership of twenty-five (25%) or more of the combined voting power of the Surviving Corporation's then outstanding Voting Securities or its common stock;

(ii)

A complete liquidation or dissolution of Company; or

(iii)

The sale or other disposition of all or substantially all of the assets of Company to any Person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding common stock or Voting Securities as a result of the acquisition of common stock or Voting Securities by Company, which by reducing the number of shares of common stock or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons; provided, however, that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of common stock or Voting Securities by Company, and after such share acquisition by Company, the Subject Person becomes the Beneficial Owner of any additional common stock or Voting Securities which increases the percentage of the then outstanding common stock or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

Notwithstanding anything to the contrary contained herein, if the employment of a Participant is terminated (i) at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control, or (ii) otherwise in connection with, or in anticipation of, a Change in Control which actually occurs, then for purposes of this Plan the date of a Change in Control with respect to that Participant shall be deemed to be the date immediately prior to the date of the Participant’s termination.

1.8

"Change in Control Benefit" shall have the meaning set forth in Article 6.

1.9

"Claimant" shall have the meaning set forth in Section 16.1.

1.10

"Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.11

"Committee" shall mean the committee described in Article 14.

1.12

“Company” shall mean Countrywide Financial Corporation, a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.

1.13

“Company Contribution Account” shall mean (i) the sum of the Participant’s Company Contribution Amounts, plus (ii) amounts credited or debited to the Participant’s Company Contribution Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.

1.14

“Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.4.

1.15

“Company Discretionary Match Account” shall mean (i) the sum of all of a Participant’s Company Discretionary Match Amounts, plus (ii) amounts credited or debited to the Participant’s Company Discretionary Match Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Discretionary Match Account.

1.16

“Company Discretionary Match Amount” for any one Plan Year shall be the amount determined in accordance with Section 3.5.

1.17

“Compensation” shall mean the amount of “Bonus” and/or “Commissions” relating to a Plan Year. For purposes of this Plan, Bonus and Commissions shall be defined as follows:

(a)

"Bonus" shall mean any earnings, in addition to Base Salary and Commissions, attributable to a Plan Year as further specified on an Election Form, approved by the Committee in its sole discretion, under any annual bonus and cash incentive plans, excluding stock options.

(b)

"Commissions" shall mean the cash commissions attributable to a Plan Year as further specified on an Election Form, approved by the Committee in its sole discretion, excluding Bonus or other additional incentives or awards payable to the Participant.

1.18

“Covered Termination” shall mean the termination of a Participant’s employment with the Company which causes such Participant to be eligible for a benefit under the Company’s Change in Control Severance Plan.

1.19

“Deduction Limitation” shall mean the limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan, as set forth in Article 4.

1.20

“Deferral Account” shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts, plus (ii) amounts credited or debited to the Participant’s Deferral Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.

1.21

“Disability” or “Disabled” shall mean a determination that a Participant is disabled made by either (i) the carrier of any individual or group disability insurance policy, sponsored by the Company, or (ii) the Social Security Administration. Upon request by the Company, the Participant must submit proof of the carrier’s or Social Security Administration’s determination.

1.22

"Disability Benefit" shall mean the benefit set forth in Article 9.

1.23

“Election Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.24

"Employee" shall mean a person who is an employee of the Company, as determined by the Committee.

1.25

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.26

"In-Service Distribution" shall mean the distribution set forth in Section 5.1.

1.27

“Monthly Installment Method” shall be a monthly installment payment over the number of months selected by the Participant in accordance with this Plan, calculated as follows: (i) for the first monthly installment, the vested portion of the Account Balance of the Participant shall be calculated as of the close of business on or around the date on which the Participant Retires, is deemed to have Retired in accordance with Section 9.2(c) or experiences a Covered Termination, as determined by the Committee in its sole discretion, and (ii) for remaining monthly installments, the vested portion of the Account Balance of the Participant shall be calculated on or around the last business day of the preceding month. Each monthly installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of monthly payments due the Participant. By way of example, if the Participant elects to receive his or her Account Balance pursuant to a Monthly Installment Method of 120 months, the first payment shall be 1/120 of the vested Account Balance, calculated as described in this definition. The following month, the payment shall be 1/119 of the vested Account Balance, calculated as described in this definition.

1.28

“Participant” shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

1.29

“Plan” shall mean the Countrywide Financial Corporation Selected Employee Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.30

“Plan Agreement” shall mean a written agreement, as may be amended from time to time, which is entered into by and between the Company and a Participant. Each Plan Agreement executed by a Participant and the Company shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Company shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Company and the Participant.

1.31

“Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.32

“Retirement”, “Retire(s)” or “Retired” shall mean termination of employment from the Company for any reason other than a leave of absence, death or Disability on or after the earlier of the attainment of (a) age sixty-five (65) or (b) age fifty-five (55) with eleven (11) Years of Service.

1.33

"Retirement Benefit" shall mean the benefit set forth in Article 7.

1.34

"Survivor Benefit" shall mean the benefit set forth in Article 10.

1.35

"Termination Benefit" shall mean the benefit set forth in Article 8.

1.36

“Termination of Employment” shall mean the severing of employment with the Company, voluntarily or involuntarily, for any reason other than a Covered Termination, Retirement, Disability, death or an authorized leave of absence.

1.37

"Trust" shall mean one or more trusts established by the Company in accordance with Article 17.

1.38

“Unforeseeable Financial Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant’s property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

1.39

“Years of Service” shall mean the total number of full years in which a Participant has been employed by the Company. For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. The Committee in its discretion may adjust the hire date of a Participant solely for purposes of this Plan to reflect prior Years of Service in the event a Participant is re-hired by the Company. The Committee shall make a determination as to whether any partial year of employment shall be counted as a Year of Service.

2.1

Selection by Committee . Participation in the Plan shall be limited to a select group of management and highly compensated Employees, as determined by the Committee in its sole discretion. From that group, the Committee shall select, in its sole discretion, Employees to participate in the Plan.

2.2

Enrollment Requirements . As a condition to participation, each selected Employee shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, all within thirty (30) days after he or she is selected to participate in the Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

2.3

Eligibility; Commencement of Participation . Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period, that Employee shall commence participation in the Plan on the first day of the month following the month in which the Employee completes all enrollment requirements. If an Employee fails to meet all such requirements within the period required, in accordance with Section 2.2, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents.

2.4

Termination of Participation and/or Deferrals . If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the right, in its sole discretion, to (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Participant’s membership status changes, (ii) prevent the Participant from making future deferral elections and/or (iii) immediately distribute the Participant’s then vested Account Balance as a Termination Benefit and terminate the Participant’s participation in the Plan.

2.4

Re-Commencement of Participation . If a Participant leaves the employment of the Company and is subsequently re-hired as an Employee, the Committee shall have the right, in its sole discretion, to (i) cease benefit payments under the Plan, if any, and/or (ii) allow the Participant to re-commence participation in the Plan as soon as administratively practicable following the date on which the Participant completes all enrollment requirements.

3.1

Maximum Deferral.

(a)

(a) Annual Deferral Amount . For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary and Compensation up to the following maximum percentages for each deferral elected:

(B)

Short Plan Year . Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount (i) with respect to Base Salary shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance, and (ii) with respect to Compensation shall be limited to those amounts deemed eligible for deferral, in the sole discretion of the Committee.

3.2

Election to Defer; Effect of Election Form .

(a)

First Plan Year . In connection with a Participant's commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(b)

Subsequent Plan Years . For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering a new Election Form to the Committee, in accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made. If no such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount shall be zero for that Plan Year.

3.3

Withholding and Crediting of Annual Deferral Amounts . For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Compensation portion of the Annual Deferral Amount shall be withheld at the time the Compensation is paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to a Participant’s Deferral Account at the time such amounts would otherwise have been paid to the Participant.

3.4

Company Contribution Amount . For each Plan Year, the Company, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Company Contribution Account under this Plan, which amount shall be for that Participant the Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year. The Company Contribution Amount described in this Section, if any, shall be credited on a date or dates to be determined by the Committee, in its sole discretion.

3.5

Company Discretionary Match . A Participant’s Company Discretionary Match for any Plan Year shall be equal to a percentage of his or her Annual Deferral Amount for such Plan Year, up to an amount that does not exceed 10% of such Participant’s Annual Deferral Amount, which percentage shall be calculated by multiplying (i) one-percent (1%), by (ii) the Participant’s Years of Service, as determined by the Committee in its sole discretion. The Committee may adjust this formula at any time. The amount so credited to a Participant under this Plan shall be for that Participant the Company Discretionary Match Amount for that Plan Year and shall be credited to the Participant’s Company Discretionary Match Account on a date or dates to be determined by the Committee, in its sole discretion.

3.6

Vesting .

(a)

A Participant shall at all times be 100% vested in his or her Deferral Account.

(b)

A Participant shall vest in the Company Contribution Amount described in Section 3.4 plus amounts credited or debited on such amounts (pursuant to Section 3.7), in accordance with the vesting schedule(s) set forth in his or her Plan Agreement, employment agreement or any other agreement entered into between the Participant and the Company. If not addressed in such agreements, a Participant shall vest in each Company Contribution Amount described in Section 3.4, plus amounts credited or debited on such amounts (pursuant to Section 3.7), based on the number of years that have elapsed after the date on which the Company Contribution Amount is contributed to the Participant's Company Contribution Account, in accordance with the schedule set forth below; provided, however, the Participant must remain in the continuous service as an Employee through each applicable anniversary in order to receive vesting credit for such Plan Year. A new vesting schedule shall apply to each Company Contribution Amount that is credited to the Participant's Company Contribution Account.

(c)

A Participant shall vest in each Company Discretionary Match Amount described in Section 3.5 credited to his or her Company Discretionary Match Account, plus amounts credited or debited on such amounts (pursuant to Section 3.7), based on the number of years that have elapsed after the date on which the Company Discretionary Match Amount is contributed to the Participant's Company Discretionary Match Account, in accordance with the schedule set forth below; provided, however, the Participant must remain in the continuous service as an Employee through each applicable anniversary in order to receive vesting credit for such Plan Year. A new vesting schedule shall apply to each Company Discretionary Match Amount credited to his or her Company Discretionary Match Account.

(d)

Notwithstanding anything to the contrary contained in this Section 3.6, in the event of a Participant's Covered Termination, or upon a Participant's Retirement, death while employed by the Company, or Disability, a Participant's Company Contribution Account and Company Discretionary Match Account shall immediately become 100% vested (if it is not already vested in accordance with the above vesting schedules).

(e)

Notwithstanding subsection 3.6(d) above, the vesting schedule for a Participant's Company Contribution Account and Company Discretionary Match Account shall not be accelerated upon a Covered Termination to the extent that the Committee determines that such acceleration would cause the deduction limitations of section 280G of the Code to become effective. In the event that all of a Participant's Company Contribution Account and/or Company Discretionary Match Account is not vested pursuant to such a determination, the Participant may request independent verification of the Committee's calculations with respect to the application of section 280G. In such case, the Committee must provide to the Participant within ninety (90) days of such a request an opinion from a nationally recognized accounting firm selected by the Participant (the "Accounting Firm"). The opinion shall state the Accounting Firm's opinion that any limitation in the vested percentage hereunder is necessary to avoid the limits of section 280G and contain supporting calculations. The cost of such opinion shall be paid for by the Company.

(f)

Section 3.6(e) shall not prevent the acceleration of the vesting schedule applicable to a Participant's Company Contribution Account and/or Company Discretionary Match Account if such Participant is entitled to a "gross-up" payment, to eliminate the effect of the Code section 4999 excise tax, pursuant to his or her employment agreement or other agreement entered into between such Participant and the Company.

3.7

Crediting/Debiting of Account Balances . In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules:

(a)

Measurement Funds . Subject to the restrictions found in Section 3.7(c) below, the Participant may elect one or more of the measurement funds selected by the Countrywide Financial Corporation Investment Committee of Employee Benefit Plans, in its sole discretion, which are based on certain mutual funds (the "Measurement Funds"), for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Countrywide Financial Corporation Investment Committee of Employee Benefit Plans may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each such action will take effect as of the first day of the first calendar quarter that begins at least thirty (30) days after the day on which the Countrywide Financial Corporation Investment Committee of Employee Benefit Plans gives Participants advance written notice of such change.

(b)

Election of Measurement Funds . Subject to the restrictions found in Section 3.7(c) below, a Participant, in connection with his or her initial deferral election in accordance with Section 3.2(a) above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.7(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant's Account Balance shall automatically be allocated into the lowest-risk Measurement Fund, as determined by the Committee, in its sole discretion. Subject to the restrictions found in Section 3.7(c) below, the Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made