COUNTRYWIDE FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT

Exhibit 10.54

COUNTRYWIDE FINANCIAL CORPORATION

RESTRICTED STOCK AGREEMENT

        This Restricted Stock Agreement ("Agreement"), made as of [Grant Date] (the "Grant Date"), between COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (the "Company"), and [Employee Name] (the "Award Holder").

        In accordance with the 2000 Equity Incentive Plan of Countrywide Financial Corporation (Amended and Restated Effective June 16, 2004), as further amended (the "EIP"), the Company has awarded the Award Holder [Shares] shares of common stock, par value $0.05 per share ("Shares"), upon the terms and conditions described in this Agreement and the EIP (the "Restricted Stock"). Capitalized terms not defined herein shall have the meaning ascribed to them in the EIP.

        Grant of Restricted Stock.     This Agreement evidences the Company's grant to the Award Holder, on the Grant Date of the Restricted Stock, subject to the provisions of this Agreement and the EIP (the "Award"). The number of shares of Restricted Stock shall be subject to adjustment as provided in Section 5 hereof. The Restricted Stock will be maintained on deposit with the Company or its agent.

1.

Release or Forfeiture of the Restricted Stock .

(a)

Subject to paragraphs (b) and (c) below, if the Award Holder remains employed by the Company through the relevant release dates set forth below (the "Release Date"), then, at the close of business as of such date, the Company shall release to the Award Holder the cumulative percentage of the Restricted Stock set forth opposite such dates:

• (b)

  If the Award Holder does not remain employed by the Company, for any reason other than death, Disability or Normal Retirement, through the applicable Release Date, the Award Holder shall forfeit all right, title and interest in and to that portion of Restricted Stock which have not been released as of the date of termination of employment with the Company. In the event the Award Holder's employment terminates, other than as a result of death, Disability, Normal Retirement or Cause, and the Award Holder returns to employment with the Company within three (3) months after the termination, the termination will have no effect on the Award and the Award Holder shall have the same number of shares and the same Release Dates as set forth in this Agreement.
  
  

  (c)

  In the event of a Corporate Change or termination by the company without cause or death, or termination of employment resulting from Disability or Normal Retirement, the Restricted Stock which have not previously been released to the Award Holder shall be released to the Award Holder, and no longer be subject to forfeiture, as of the date of such event or such termination.
  
  

2.

Non-Transferability of Restricted Stock .     Until such time as a share of Restricted Stock is released, as provided in paragraph 1 hereof, the Award Holder shall not sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose of any such Restricted Stock except that all or any of the Restricted Stock may be transferred by will o