COUNTRYWIDE FINANCIAL CORPORATION 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.117

Non SMD/Retirement Version

COUNTRYWIDE FINANCIAL CORPORATION

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

        The Participant specified below has been granted these Restricted Stock Units ( "Units" ) by COUNTRYWIDE FINANCIAL CORPORATION , a Delaware corporation (the " Company ") under the terms of the COUNTRYWIDE FINANCIAL CORPORATION 2006 EQUITY INCENTIVE PLAN (the " Plan "). The Units shall be subject to the terms and conditions set forth herein (the " Agreement" ) as well as the terms of the Plan.

        Section 1.    Award.     In accordance with the Plan, the Company hereby grants to the Participant the number of Units set forth below. On any date, a Unit has a value equal to the Fair Market Value of one share of Stock. The Participant shall have no rights with respect to a Unit until the Unit vests in accordance with Section 3 of this Agreement. Prior to actual payment, Units represent an unsecured obligation of the Company, payable only from the general assets of the Company. The Units are in all respects limited and conditioned as provided herein. Except where the context clearly implies to the contrary, any capitalized terms in this award shall have the meaning ascribed to them in the Plan.

        Section 2.    Terms of Award.     The following words and phrases relating to the grant of the Units shall have the following meanings:

        (a)   The " Participant " is <First Name> <Last Name> .

        (b)   The " Grant Date " is <Date> .

        (c)   The number of " Units " is < Units> .

        Section 3.    Vesting.     

        (a)   Except as otherwise provided in this Agreement, Units will vest as indicated in the following table, provided, in each case, the Participant has not had a Termination of Service prior to the applicable vesting date(s):

        (b)   Notwithstanding the foregoing provisions of this Section 3 or any provision of Section 4.1 of the Plan to the contrary, all Units shall vest immediately upon the earliest of the following events to occur (the " Event Date "): (i) the Participant's Termination of Service as a result of a " Workforce Reduction " (as defined below), (ii) a Change in Control other than the " Merger " (as defined in the Agreement and Plan of Merger by and among Countrywide Financial Corporation, Bank of America Corporation and Red Oak Merger Corporation dated as of January 11, 2008 (the " Merger Agreement ")) that occurs on or before the Participant's Termination of Service (provided that, for such purpose, from and after the " Effective Time ", as defined in the Merger Agreement, a Change in Control shall be determined by reference to Bank of America Corporation rather than the Company) or (iii) the Participant's Termination of Service as a result of the Participant's death, Disability or " Retirement ". For purposes of this Agreement, and notwithstanding any provisions of the Plan to the contrary, Retirement means the Participant's Termination of Service after having attained at least age sixty-five (65).

        (c)   For purposes of this Agreement, a Workforce Reduction means a Participant's Termination of Service that results in the Participant becoming eligible to receive severance pay under the Countrywide

Financial Corporation Change in Control Severance Plan (As Amended and Restated June 14, 2006) or any other severance plan of the Company, Bank of America Corporation or any of their affiliates under which the Participant is covered at the time of the Participant's Termination of Service. A PARTICIPANT'S TERMINATION OF SERVICE SHALL NOT BE CONSIDERED DUE TO WORKFORCE REDUCTION UNLESS THE PARTICIPANT EXECUTES A GENERAL RELEASE OF CLAIMS AGAINST THE COMPANY AND ITS AFFILIATES IN A FORM CUSTOMARILY USED BY THE PARTICIPANT'S EMPLOYER AT THE TIME OF THE PARTICIPANT'S TERMINATION OF SERVICE AS APPLICABLE TO SIMILARLY SITUATED EMPLOYEES, AS WELL AS ANY OTHER DOCUMENTS AS MAY BE REQUIRED BY THE PARTICIPANT'S EMPLOYER IN CONNECTION WITH RECEIVING SEVERANCE BENEFITS UNDER THE APPLICABLE SEVERANCE PLAN. ALL SUCH DOCUMENTS SHALL BE EXECUTED AS SOON AS ADMINISTRATIVELY PRACTICABLE FOLLOWING THE PARTICIPANT'S TERMINATION OF SERVICE, BUT IN NO EVENT MORE THAN SEVENTY-FIVE DAYS FOLLOWING THE PARTICIPANT'S TERMINATION OF SERVICE.

        (d)   Notwithstanding any contrary provision of this Agreement, any Units that have not vested pursuant to this Section 3 will be forfeited and cancelled immediately upon Participant's Termination of Service.

        Section 4.    Settlement of Units.     As soon as administratively practicable following the applicable Vesting Date identified in Section 3(a) of this Agreement or the a