AMENDMENT TWO TO Countrywide Financial Corporation Selected Employee Deferred Compensation Plan

Exhibit 10.92

AMENDMENT TWO

TO

Countrywide Financial Corporation
Selected Employee Deferred Compensation Plan

         WHEREAS , Countrywide Financial Corporation, a Delaware corporation (the "Company"), wishes to amend the Selected Employee Deferred Compensation Plan (the "Plan") in accordance with Section 3.02 of IRS Notice 2006-79, 2006-43 I.R.B. 763 (Oct. 4, 2006), to permit certain Plan participants to elect, by September 30, 2007, to receive a lump sum payment on or about January 2, 2008 with respect to all or a portion of their vested Plan account balances that are attributable to amounts credited to their Plan accounts after December 31, 2004.

         NOW THEREFORE , the Plan is amended, effective August 16, 2007, in accordance with Section 13.2 of the Plan in the following manner:

1.

Article 5 is revised by adding new Section 5.5 at the end thereof to read as follows:

5.5

SPECIAL 2007 ELECTION AND 2008 DISTRIBUTION OPPORTUNITY.    Notwithstanding any provision of Arti