Exhibit
10.150


COUNTRYWIDE FINANCIAL CORPORATION

SUPPLEMENTAL SAVINGS AND INVESTMENT

DEFERRED COMPENSATION PLAN


Effective February 1, 2006
















COUNTRYWIDE FINANCIAL CORPORATION SUPPLEMENTAL SAVINGS AND

INVESTMENT

DEFERRED COMPENSATION PLAN


TABLE OF CONTENTS


	
  

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  SECTION 1

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 2

  	
  ELIGIBILITY

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 3

  	
  DEFERRAL ELECTIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 4

  	
  PLAN SPONSOR CONTRIBUTIONS

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 5

  	
  CREDITING ACCOUNTS

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 6

  	
  VESTING

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 7

  	
  DISTRIBUTIONS

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 8

  	
  ADMINISTRATION OF THE PLAN

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 9

  	
  CLAIM REVIEW PROCEDURE

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 10

  	
  LIMITATION OF
  ASSIGNMENT, PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE AND UNCLAIMED
  PAYMENTS

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 11

  	
  LIMITATION OF RIGHTS

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 12

  	
  AMENDMENT TO OR TERMINATION OF THE PLAN

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 13

  	
  ADOPTION OF PLAN BY AFFILIATES

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 14

  	
  MISCELLANEOUS

  	
  20

  



 



 i














COUNTRYWIDE
FINANCIAL CORPORATION SUPPLEMENTAL SAVINGS AND

INVESTMENT

DEFERRED COMPENSATION PLAN


THIS
INDENTURE is made on the 30th day of December, 2005, by COUNTRYWIDE FINANCIAL
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (the “Primary Sponsor”).


W
I  T  N  E  S  S  E  T  H:


WHEREAS,
Countrywide Financial Corporation desires to establish an unfunded deferred
compensation plan, effective as of February 1, 2006, which provides
supplemental retirement income benefits for a select group of management or
highly compensated employees through deferrals of salary, bonuses and
commissions, and through discretionary employer contributions under such plan.


NOW,
THEREFORE, the Primary Sponsor does hereby establish and adopt the Countrywide
Financial Corporation Supplemental Savings and Investment Deferred Compensation
Plan, effective February 1, 2006, to read as follows:


SECTION 1

DEFINITIONS


Whenever
used herein, the masculine pronoun shall be deemed to include the feminine, and
the singular to include the plural, unless the context clearly indicates
otherwise, and the following words and phrases shall, when used herein, have
the meanings set forth below:


1.1           “Account” means
the bookkeeping accounts established and maintained by the Plan Administrator
to reflect the interest of a Participant under the Plan and shall include the
following:


(a)           “Employee
Deferred Account” which shall reflect a Participant’s interest in
contributions credited to a Participant pursuant to Section 3, as adjusted
pursuant to Section 5.


(b)           “Employer
Contribution Account” which shall reflect a Participant’s interest in
contributions credited to a Participant pursuant to Section 4, as adjusted
pursuant to Section 5.


1.2           “Affiliate” means (a) any corporation which is a member of
the same controlled group of corporations (within the meaning of Code Section
414(b)) as is a Plan Sponsor, (b) any other trade or business (whether or not
incorporated) under common control (within the meaning of Code Section 414(c))
with a Plan Sponsor, (c) any other corporation, partnership or other
organization which is a member of an affiliated service group (within the
meaning of Code Section 414(m)) with a Plan Sponsor, (d) any other entity
required to be aggregated with a Plan



 1
 








Sponsor pursuant
to regulations under Code Section 414(o); and (e) any other entity formally
designated as an “Affiliate” by the Primary Sponsor.


1.3           “Beneficiary” means the person or trust that a Participant
designated most recently in writing to the Plan Administrator; provided,
however, that if the Participant has failed to make a designation, no person
designated is alive, no trust has been established, or no successor Beneficiary
has been designated who is alive, the “Beneficiary” means (a) the Participant’s
spouse; or (b) if no spouse is alive, the legal representative of the deceased
Participant’s estate. Changes in designations of Beneficiaries may be made upon
written notice to the Plan Administrator in such form as the Plan Administrator
may prescribe.


1.4           “Board of Directors” means the Board of Directors of the Primary Sponsor.


1.5           “Bonus” means that portion of Compensation consisting of
any cash incentive or other cash compensation which is specifically classified as a bonus payment by the Plan Sponsor as eligible
for deferral under the Plan and is awarded by the Plan Sponsor to a Participant
based on performance or an incentive as remuneration in addition to the
Participant’s Salary. For purposes of the Plan, Bonuses shall be determined
without regard to any reductions (a) for any salary deferral contributions to a
plan qualified under Section 125 or Section 401(k) of the Code; or (b) pursuant
to any deferral election in accordance with Section 3 or any other plan of
deferred compensation maintained by the Plan Sponsor or an Affiliate.


1.6           “Code” means the Internal Revenue Code of 1986, as amended, and
all relevant regulations and rulings pertaining to the particular provision(s)
of the Code referenced herein.


1.7           “Commissions”
means that portion of Compensation consisting of amounts payable as
commissions, as designated by the Plan Sponsor, payable to a Participant by the
Plan Sponsor. For purposes of the Plan, Commissions shall be determined without
regard to any reductions (a) for any salary deferral contributions to a plan
qualified under Section 125 or Section 401(k) of the Code; or (b) pursuant to
any deferral election in accordance with Section 3 or any other plan of
deferred compensation maintained by the Plan Sponsor or an Affiliate.


1.8           “Compensation” means “Compensation,” as that term is defined under
the Countrywide Financial Corporation 401(k) Savings and Investment Plan, as
that provision or any successor provision may be amended from time to time, but
without regard to the de minimis testing provisions under Treasury Regulations
Section 1.414(s)-1(d)(3), plus any Deferral Amounts credited to a Participant
during the Plan Year.


1.9           “Deferral Amount” means an amount credited to the Employee
Deferred Account of a Participant at the election of a Participant pursuant to
Section 3.


1.10         “Disability” shall
mean a permanent and total disability such that the Participant is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to last for a
continuous period of not less than 12 months, as determined in accordance with
the group disability plan of the Plan Sponsor.



 2
 








In addition, a
Participant will be deemed to be subject to a Disability if the Participant is
determined to be totally disabled by the U.S. Social Security Administration.


1.11         “Effective Date” means, as to the Primary Sponsor and each Plan
Sponsor that is, as of the Effective Date, a wholly-owned subsidiary (directly
or indirectly) of the Primary Sponsor, February 1, 2006, and as to each other
Plan Sponsor which adopts the Plan effective as of any date subsequent to
February 1, 2006, the date designated as such by the adopting Plan Sponsor.


1.12         “Eligible Employee” shall mean any Employee who is (a)
employed by the Plan Sponsor, (b) determined by the Plan Administrator in its
sole discretion to be a member of a select group of management or highly
compensated employees of that Plan Sponsor within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA, and any regulations relating thereto,
and (c) designated by the Plan Administrator, in its sole discretion, to be
eligible to participate in the Plan. No person who is initially classified by a
Plan Sponsor as an independent contractor for federal income tax purposes shall
be regarded as an Eligible Employee for that period, regardless of any
subsequent determination that any such person should have been characterized as
a common law employee of the Plan Sponsor for the period in question.


1.13         “Employee” means any person who is employed by a Plan Sponsor
for purposes of the Federal Insurance Contributions Act.


1.14         “ERISA” means the Employee Retirement Income Security Act of
1974, as amended.


1.15         “Initial Election
Deadline” refers to the deferral election deadline applicable to an
Eligible Employee when he or she first becomes a Participant and shall mean (a)
December 31, 2005 if the Eligible Employee becomes a Participant on or prior to
February 1, 2006, or (b) if the Employee is not an Eligible Employee as of
February 1, 2006, the earlier of (i) the thirtieth (30th) day following the date he or she is
designated by the Plan Administrator as a Participant, or (ii) December 31 of
the Plan Year in which the Eligible Employee is designated as a Participant. Notwithstanding
the foregoing, the Initial Election Deadline shall be December 31 of the Plan
Year in which the Eligible Employee is designated as a Participant if the
Participant, at the time of such designation, is a participant in any other
plan of deferred compensation maintained by the Plan Sponsor or any Affiliate.


1.16         “Investment Fund” means such investment vehicles as may be
established by the Plan
Administrator for the investment of Accounts.


1.17         “Participant” means any Eligible Employee or former Eligible
Employee who has become a participant in the Plan pursuant to Section 2, for so
long as his or her benefits hereunder have not been paid out.


1.18         “Payment Eligibility
Date” shall mean (a) with respect to a Participant who is not a Specified
Employee, the first day following the Participant’s Termination of Employment,
or (b) with respect to a Participant who is a Specified Employee, the first day
of the seventh month following the Participant’s Termination of Employment,
except in the case of a Termination of



 3
 








Employment due to
Disability, in which case it is the first day following the Participant’s
Termination of Employment.


1.19         “Performance-based
Bonus” means a Bonus with respect to which the amount of, or the
entitlement to, the Bonus is contingent upon the satisfaction of
pre-established organizational or individual performance criteria relating to a
performance period of at least twelve (12) months that are established in
writing by no later than ninety (90) days after the commencement of the period
of service to which the criteria relates, provided that the outcome is
substantially uncertain at the time the criteria are established. Such
pre-established organizational or individual performance criteria may include
subjective performance criteria that relate to the performance of the
Participant, a group of service providers that includes the Participant, or a
business unit (including the Primary Sponsor and all Affiliates) for which the
Participant provides services.


1.20         “Plan” means the Countrywide Financial Corporation Supplemental
Savings and Investment Deferred Compensation Plan, as amended from time to
time.


1.21         “Plan Administrator” means the organization or person designated
by the Primary Sponsor to administer the Plan or, in the absence of any such
designation, the Countrywide Financial Corporation Administrative Committee for
Employee Benefit Plans.


1.22         “Plan Sponsor” means individually the Primary Sponsor, each Affiliate that is
wholly-owned subsidiary, either directly or indirectly, of the Primary Sponsor
and any other Affiliate or other entity which may subsequently adopt the Plan.


1.23         “Plan Year” means the calendar year.


1.24         “Retirement” means a Participant’s Termination of Employment on or
after attaining at least age 65.


1.25         “Salary” shall
mean the Participant’s Compensation, exclusive of Bonuses and Commissions.


1.26         “Specified
Employee” shall mean a Participant who is
a key employee (as defined in Code Section 416(i) without regard to Code
Section 416(i)(5)) of the Plan Sponsor (or an entity which is considered to be
single employer with the Plan Sponsor under Code Section 414(b) or 414(c)) at
any time during the twelve (12) month period ending on December 31. Notwithstanding
the foregoing, a Participant who is a key employee determined under the
preceding sentence will be deemed to be a Specified Employee solely for the
period of April 1 through March 31 following such December 31 or as otherwise
required by the Code Section 409A.


1.27         “Termination of Employment” means a Participant’s
termination of employment, for any reason, from the Plan Sponsor and all
Affiliates. Notwithstanding the foregoing, an event shall not be deemed to be a
Termination of Employment if it would not qualify as a “separation from service”
pursuant to Code Section 409A. For
all purposes under the Plan, a



 4
 








Participant shall
not be considered to have experienced a Termination of Employment if the
Participant remains employed by an Affiliate. However, if the Participant is
employed by an entity which is a member of a group described in the preceding
sentence and such entity ceases to be a member of such group as a result of a
sale or other reorganization, such sale or other reorganization shall be
treated as a Termination of Employment unless immediately following such event
and without any break in employment the Participant is employed by a Plan
Sponsor or Affiliate.


1.28         “Trust” means the grantor trust that may be maintained by the
Primary Sponsor as a source for the payment of benefit obligations under the
Plan.


1.29         “Trustee” means the trustee under the Trust.


1.30         “Valuation Date” means each regular business day of the entity
maintaining the investments in which the Investment Funds are invested.


1.31         “Vesting Service”
means:


(a)           The total number of
years and completed months of continuous service rendered by a Participant as
an employee of the Plan Sponsor or any Affiliate measured from the Participant’s
most recent date of hire or, if applicable, rehire.


(b)           In applying Subsection
(a) above, periods of authorized leaves of absence from the Plan Sponsor or any
Affiliate, including but not limited to leaves required to be granted pursuant
to the Family and Medical Leave Act of 1993 and the Uniformed Services
Employment and Reemployment Rights Act, shall not be treated as constituting a
break in a Participant’s period of continuous service.


(c)           Notwithstanding the
foregoing, at its sole discretion, the Plan Administrator may aggregate one or
more past periods of continuous service of a rehired Participant for purposes
of determining the rehired Participant’s vested interest in his or her Employer
Contribution Account as measured from his or her most recent rehire date. Any
such exercise of discretion by the Plan Administrator may be made as to one or
more rehired Participants, at the exclusion of others, whether or not similarly
situated.


SECTION 2

ELIGIBILITY


2.1           Each Eligible Employee shall become a Participant as of the date
designated by the Plan Administrator. A designation of eligibility by a Plan
Sponsor shall be by means of a written or electronic communication to an
Eligible Employee.


2.2           A Participant who ceases to be an Eligible Employee will no longer be
eligible to make further deferrals under the Plan pursuant to Section 3; provided,
however, that in any such circumstance, further deferrals by the Participant
under Section 3 shall continue for as long as necessary to preserve the
irrevocability of the election under Code Section 409A. A Participant



 5
 








who ceases to be an Eligible Employee shall continue to be subject to all
other terms of the Plan so long as he remains a Participant of the Plan.


2.3           In the event the Participant participates in a plan of a Plan Sponsor or
Affiliate intended to qualify under Code Section 401(a) and containing a
tax-qualified cash or deferred arrangement qualified under Code Section 401(k),
the Participant shall be suspended from continued participation under this Plan
under Section 3 to the extent required by such other plan as a result of a
hardship withdrawal made by such Participant under such other plan, but only to
the extent such suspension would not affect the irrevocability of the
Participant’s outstanding deferral elections under Code Section 409A.


SECTION 3

DEFERRAL ELECTIONS


3.1           Initial Election
Deadline. Each Participant may elect to defer receipt of his or her Salary,
Bonus and/or Commissions by filing with the Plan Administrator an election that
conforms to the requirements of this Section 3.1, on a form provided by the
Plan Administrator, by his or her Initial Election Deadline or such earlier
date as may be required by the Plan Administrator. An election to defer Salary,
Bonuses or Commissions by an Initial Election Deadline shall be effective with
respect to Salary and Bonuses for services to be performed after the election
and to Commissions that relate to customers’ payments made after the date of
election. For this purpose, a Bonus that is earned based on a specified
performance period (for example an annual period) shall be deemed to be with
respect to services to be performed after the date of the election as to the
portion of the Bonus equal to the total amount of the Bonus for the service
period multiplied by a ratio of the number of days remaining in the performance
period after the election to the total number of days in the performance period.
Notwithstanding the foregoing, an election to defer a Performance-based Bonus
shall be given effect without the proration in the preceding sentence if the
Participant performs services continuously from a date no later than the date
the performance criteria are established, the election is made at least six (6)
months before the end of the applicable performance period and at the date of
the election the amount of the Performance-based Bonus is not readily
ascertainable or substantially certain to be paid.


3.2           Elections Other Than
Elections During the Initial Election Deadline. A Participant may
subsequent to his or her Initial Election Deadline elect to defer Salary,
Bonus, and/or Commission for a subsequent Plan Year by filing an election, on a
form provided by the Plan Administrator. Such election shall be made on or
before the last day of the preceding Plan Year for which the election is to
apply, or such earlier date as may be required by the Plan Administrator. An
election to defer Salary, Bonuses, or Commissions for such Plan Year shall be
effective with respect to Salary and Bonuses for services to be performed for
the Plan Year and to Commissions that relate to customers’ payments made during
such Plan Year. Notwithstanding the foregoing, an election to defer a
Performance-based Bonus shall be given effect without the proration in the
preceding sentence if the Participant performs services continuously from a
date no later than the date the performance criteria are established, the
election is made at least six (6) months before the end of the applicable
performance period and



 6
 








at the date of the
election the amount of the Performance-based Bonus is not readily ascertainable
or substantially certain to be paid.


3.3           Duration of Deferral
Elections. Any deferral election(s) made under Sections 3.1 and 3.2 shall
be irrevocable and shall apply only with respect to the Plan Year for which the
election is made; provided, that a Participant may cancel his or her deferral
election for a Plan Year due to an unforeseeable emergency pursuant to Section
6.2 or a hardship distribution pursuant to Treas. Reg. Section 1.401(k)-(d)(3)
under a plan of a Plan Sponsor or Affiliate intended to qualify under Code Section
401(a) and containing a tax-qualified cash or deferred arrangement qualified
under Code Section 401(k). The Plan Administrator may provide that any deferral
election(s) provided as to Salary and/or Commissions are to be given continuing
effect until terminated or modified by the Participant; provided, however, in
that event, any such deferral election(s) shall become irrevocable as to a Plan
Year as of the immediately preceding December 31st.


3.4           General Rule. Subject
to such limits and conditions as the Plan Administrator may impose, the amount
of Salary, Bonus, and/or Commissions which a Participant may elect to defer is
as follows:


(i)            any whole-number
percentage of Salary;


(ii)           any whole-number
percentage of Bonus; and/or


(iii)          any whole-number percentage
of Commissions;


provided; however,
that the deferral election may not relate to any payroll withholding amount,
such as, but not limited to, required tax withholding or employee contributions
under Code Section 401(k) or 125 or for group health plan premiums.


3.5           Minimum Deferrals.
From time to time, the Plan Administrator may impose a minimum aggregate amount
that may be deferred by a Participant during a Plan Year. In that event, with
respect to those Eligible Employees who become Participants in the Plan after
the first day of a Plan Year, the minimum aggregate amount may be prorated as
determined by the Plan Administrator in a fair and uniform manner based upon
the number of months of participation in the Plan during such Plan Year. Such
minimum may be satisfied by deferring Salary, Bonus and Commissions payable for
services rendered for such Plan Year (even though such Bonus or Commission may
not be paid until the next Plan Year). Accordingly, if no Salary is deferred
for a Plan Year and the total amount of the Bonus and Commissions elected to be
deferred with respect to that Plan Year is in fact less than the applicable
minimum amount for that Plan Year, then no portion of the Bonus or Commissions
shall be deferred.


3.6           Effect
on Other Plans. The amount of contributions made on behalf of a Participant
under this Section 3 and Section 4 shall not be deemed to be earnings or
compensation for the purpose of calculating the amount of a Participant’s
benefits or contributions under a retirement or deferral plan of a Plan Sponsor
or the basis or amount for any other benefit plan provided by a Plan Sponsor,
except to the extent provided in any such plan. No amount distributed under
this Plan shall be deemed to be earnings or a part of the



 7
 








Participant’s
total compensation when determining a Participant’s benefit under any benefit
plan established by a Plan Sponsor, unless otherwise provided in such plan.


SECTION 4

PLAN SPONSOR CONTRIBUTIONS 


For each Plan Year, a
Plan Sponsor may, but is not required to, contribute on behalf of one or more
of its Participants an amount equal to a certain percentage of the Participant’s
Salary, Bonus, and/or Commissions for such Plan Year and/or a certain
percentage of the deferrals under Section 3 for such Plan Year, subject to such
conditions and limitations as the Plan Sponsor may prescribe, with the approval
of the Plan Administrator. The determination of whether, and what percentage or
amount, to so award for a Plan Year shall be determined by the Plan Sponsor and
need not be uniformly applied to each Participant.


SECTION 5

CREDITING ACCOUNTS


5.1           As
soon as reasonably practicable after the date of withholding by the Plan
Sponsor, Deferral Amounts previously elected by a Participant shall be credited
to the Participant’s Employee Deferred Account.


5.2           As
of the last Valuation Date of each Plan Year or any earlier Valuation Dates as
may be selected by the Plan Administrator, the amounts to be credited for the
applicable period pursuant to Section 4 on behalf of a Participant shall be
credited to the Participant’s Employer Contribution Account.


5.3           As of the last business
day of each calendar month (or such other Valuation Dates as the Plan
Administrator may direct), with respect to each portion of a Participant’s
Account invested in a particular Investment Fund, the Plan Administrator shall
credit the Participant’s Account, to the extent invested in such Investment
Fund (the “Subaccount”), with earnings or losses in an amount equal to that
determined by multiplying the balance credited to such Subaccount as of the
previous crediting date by the net investment return for that Investment Fund
for the period. Upon distribution of benefits, earnings or losses shall be
credited to the Participant’s Account through the date of distribution.


5.4           A Participant shall
designate the Investment Funds in which amounts credited to the Participant’s
Account will be deemed to be invested for purposes of determining the rate of
return to be credited to the Participant’s Account. The Investment Funds from
which the Participant shall make such designation shall be selected by the Plan
Administrator. The designation shall be made on a form provided to the
Participant by the Plan Administrator. The Plan Administrator may from time to
time eliminate or add new Investment Funds and shall communicate any
eliminations or additions to Participants.


In
making the designation pursuant to this Section 5.4, the Participant may
specify that all or any multiple (in whole number percentages) of his or her
Account be deemed to be invested in an Investment Fund. Effective as of the
last business day of any calendar quarter (or at such



 8
 








other date(s) as
may be permitted by the Plan Administrator), a Participant may change the
designation made under this Section 5.4 by filing an election, on a form
provided by the Plan Administrator, by such date as may be required by the Plan
Administrator. Any change of designation shall specify that all or any multiple
(in whole-number percentages) of the aggregate amounts covered by the
designation being changed be deemed to be invested in another Investment Fund. The
Plan Administrator may adopt such further rules applicable to a Participant’s
designation or change of designation of Investment Fund. Notwithstanding the
foregoing, the Plan Administrator may, but is not required to, direct the
Trustee to invest amounts credited to the Participant’s Account in accordance
with the Investment Fund designations of the Participant. Upon prior written notice to a Participant,
the Plan Administrator may revise or give no effect to a Participant’s
investment selections. If no investment election has been properly or timely
filed with the Plan Administrator or if the Plan Administrator, upon prior
written notice to the Participant, modifies the Participant’s election, an
Account shall be credited with the net income or net loss of the Investment
Fund(s) selected by the Plan Administrator.


SECTION 6

VESTING


6.1.          Employee
Deferred Account. Subject to Section 14.1, each Participant’s Employee Deferred
Account shall be one hundred percent (100%) vested at all times.


6.2.          Employer Contribution
Account.


(a)           Subject
to Section 14.1, each Participant’s Employer Contribution Account shall be
subject to the following vesting schedule:


	
  Period of Vesting Service

  	
   

  	
  Vested Interest

  
	
  (In years)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than 1

  	
   

  	
   

  	
  0%

  
	
  1, but less than 2

  	
   

  	
   

  	
  20%

  
	
  2, but less than 3

  	
   

  	
   

  	
  40%

  
	
  3, but less than 4

  	
   

  	
   

  	
  60%

  
	
  4, but less than 5

  	
   

  	
   

  	
  80%

  
	
  5 or more

  	
   

  	
   

  	
  100%

  



 


(b)           Any portion of an
Employer Contribution Account that is not vested as of the Participant’s
termination of employment shall be immediately forfeited. If the Plan
Administrator establishes different vesting schedules for any Plan Sponsor
contributions, the Plan Administrator shall establish a separate subaccount for
those contributions (and earnings and losses thereon) to which a different
vesting schedule applies.


(c)           Notwithstanding any
vesting schedule as may be established by the Plan Administrator under this
Section 6.2, in the event of a Participant’s death or Disability, the



 9
 








Participant will
be treated as one hundred percent (100%) vested in his or her Employer
Contribution Account notwithstanding any other provision of any such vesting
schedule.


6.3           Vesting on
Termination Following a Change in Control.


(a)           Notwithstanding the
vesting schedule set forth in Section 6.2(a) above, in the event that within
the two (2) year period following a Change in Control the employment of a
Participant who is an Employee of the Plan Sponsor is terminated by the Plan
Sponsor for any reason other than Cause, his or her interest in the Employer
Contribution Account shall be fully vested and nonforfeitable.


(b)           For purposes of this
Section, an Employee shall be terminated for Cause if he or she is terminated
by the Plan Sponsor because he or she (a) intentionally and continually failed
to perform reasonably assigned duties, (b) willfully engaged in misconduct
which is demonstrably and materially injurious to the Plan Sponsor, monetarily
or otherwise, (c) engaged in a transaction in connection with the performance
of his or her duties to the Plan Sponsor for personal profit to himself or
herself, or (d) willfully violated any law, rule or regulation in connection
with the performance of his or her duties (other than traffic violations or
similar offenses). Failure of a Participant to perform the Participant’s duties
during any period of Disability shall not constitute Cause.


(c)           A “Change in Control”
shall mean the occurrence of any one of the following events:


(1)           An acquisition (other
than directly from the Primary Sponsor) of any common stock or other “Voting
Securities” (as hereinafter defined) of the Primary Sponsor 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 the Primary Sponsor’s common stock or the
combined voting power of the Primary Sponsor’s then outstanding Voting
Securities; provided, however, that, 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 the Plan, (i) “Voting
Securities” shall mean the Primary Sponsor’s outstanding voting securities
entitled to vote generally in the election of directors and (ii) a “Non-Control
Acquisition” shall mean an acquisition by (A) an employee benefit plan (or a
trust forming a part thereof) maintained by (I) the Primary Sponsor or (II) any
corporation or other Person of which a majority of its voting power or its
voting equity securities or equity interest is owned, directly or indirectly,
by the Primary Sponsor (for purposes of this definition, a “Subsidiary”), (B)
the Primary Sponsor or any of its Subsidiaries, or (C) any Person in connection
with a “Non-Control Transaction” (as hereinafter defined);


(2)           The individuals who, as
of May 6, 1996, are members of the Board of Directors (the “Incumbent Board”),
cease for any reason to constitute at least two-thirds of the members of the
Board of Directors; provided, however, that if the election, or nomination for



 10
 








election by the
Primary Sponsor’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 the 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 the actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board of
Directors (a “Proxy Contest”) including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest; or


(3)                                  The
consummation of:


(A)          A merger, consolidation or reorganization
involving the Primary Sponsor, unless such merger, consolidation or
reorganization is a “Non-Control Transaction.” A “Non-Control Transaction”
shall mean a merger, consolidation or reorganization of the Primary Sponsor
where:


(i)            the Primary Sponsor’s stockholders,
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;


(ii)           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, or 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


(iii)          no Person other than (I) the Primary Sponsor,
(II) any Subsidiary, (III) any employee benefit plan (or any trust forming a
part thereof) maintained by the Primary Sponsor, 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 percent
(25%) or more of the then outstanding Voting Securities or common stock of the
Primary Sponsor, has Beneficial Ownership of twenty-five percent (25%) or more
of the combined voting power of the Surviving Corporation’s then outstanding
voting securities or its common stock;


(B)           A complete liquidation or dissolution of the
Primary Sponsor; or



 11
 








(C)           The sale or other disposition of all or
substantially all of the assets of the Primary Sponsor 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 the
Primary Sponsor 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 Person; 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 the Primary Sponsor,
and after such share acquisition by the Primary Sponsor, 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.


SECTION 7

DISTRIBUTIONS


7.1           Distribution
of Benefits.


(a)           Termination of
Employment. In the case of a Participant who experiences a Termination of
Employment other than due to death or Disability, the vested portion of his or
her Account shall be paid to the Participant in one lump sum within sixty (60)
days after the Payment Eligibility Date.


(b)           Death. In the
case of a Participant who experiences a Termination of Employment due to death,
the vested portion of his or her Account shall be paid to the Participant’s
Beneficiary in one lump sum within sixty (60) days after the Payment
Eligibility Date.


(c)           Disability. In
the case of a Participant who experiences a Termination of Employment due to
Disability, the vested portion of his or her Account shall be paid to the
Participant in one lump sum within sixty (60) days after the Payment
Eligibility Date.


(d)           Scheduled
Distribution. On the form submitted in connection with a Participant’s
Initial Election Deadline, the Participant may make an election to receive
payment of the vested portion of his or her Account in a lump sum on a future
payment date while still employed; provided, however, that the future payment
date selected must be at least two (2) years from the date that the form is
received by the Plan Administrator. A distribution pursuant to this Section
7.1(d) shall be made within sixty (60) days after the designated future payment
date. Notwithstanding the foregoing, if a Participant experiences a Termination
of Employment before the designated future payment date, the Participant’s
vested Account will then be paid in a lump sum pursuant to the other applicable
provisions of this Section 7.1.



 12















A Participant may,
after making an election pursuant to this Section 7.1(d) (or any subsequent
election pursuant to this Subsection (d) with respect to the timing of a
distribution) change his or her election, subject to the following rules:


(i)            such election may not
take effect until at least twelve (12) months after the date on which it is
made;


(ii)           the payment must be
deferred for a period of not less than five (5) years from the date it would
otherwise have been made; and


(iii)          the election must be made
at least twelve (12) months prior to the designated future payment date as in
effect immediately prior to the redeferral election.


No election pursuant to this Section 7.1(d) will be permitted that
accelerates a payment that would cause the Participant’s Account to be included
in the gross income of the Participant prior to the taxable year containing the
date(s) selected under the redeferral election as a result of the requirements
under Code Section 409A.


7.2           Distribution
in General. A distribution pursuant to this Section 7 of less than the
Participant’s entire vested Account shall be made pro rata from his or her
Subaccounts according to the balances in such Subaccounts. A Participant’s
Account shall be valued pursuant to Section 5.3 for the final time as of the
Valuation Date immediately preceding the date the distribution is processed for
payment pursuant to this Section 7. A Participant’s Account may be distributed
in cash or in kind, as determined by the Plan Administrator.


7.3           Inability to Locate
Participant. In the event that the Plan Administrator is unable to locate a
Participant or Beneficiary within two years following the Participant’s Payment
Eligibility Date or other payment date, after making a reasonable effort to
locate such person, the amount allocated to the Participant’s Account shall be
forfeited. In the event the Participant later notifies the Plan Administrator
of his whereabouts and requests the payments due to him under the Plan, the
Plan Sponsor shall re-credit the Participant’s account and provide for payment
of the re-credited amount to the Participant as soon as administratively
feasible.


7.4           Trust.


(a)           To
provide a source for the satisfaction of obligations under the Plan, the
Primary Sponsor may establish the Trust, which, if established, shall be a
grantor trust.


(b)           In the event a Trust is
established, the Plan Administrator shall direct the Trustee to pay for
benefits of the Participant or his or her Beneficiary at the time and in the
amount described in this Section 7. In the event the amounts held under the
Trust which are attributable to a particular Plan Sponsor’s contributions are
not sufficient to provide the full amount payable to the Participant(s) and/or
Beneficiary(ies) of such Plan Sponsor, that Plan Sponsor shall pay for the
remainder of such amount at the time set forth in Section 7. No other Plan
Sponsor or Affiliate shall be responsible for the benefit



 13
 









obligations of a Plan Sponsor. Notwithstanding the
foregoing, payments from the Trust shall be subject to the governing provisions
of the agreement establishing the Trust.


SECTION 8

ADMINISTRATION OF THE PLAN


8.1           Operation
of the Plan Administrator. The Countrywide Financial Corporation
Administrative Committee for Employee Benefit Plans shall be the Plan Administrator,
unless it appoints another Plan Administrator. If an organization is appointed
to serve as the Plan Administrator, then the Plan Administrator may designate
in writing a person who may act on behalf of the Plan Administrator. The
Primary Sponsor shall have the right to remove the Plan Administrator at any
time by notice in writing. The Plan Administrator may resign at any time by
written notice or resignation to the Primary Sponsor. Upon removal or
resignation, or in the event of the dissolution of the Plan Administrator, the
Primary Sponsor may appoint a successor or succeed to the position itself.


8.2           Duties
of the Plan Administrator.


(a)           The Plan Administrator shall perform any act
which the Plan authorizes or requires of the Plan Administrator by action taken
in compliance with the Plan and may designate in writing other persons to carry
out its duties under the Plan. The Plan Administrator may employ persons to
render advice with regard to any of the Plan Administrator’s duties.


(b)           The Plan Administrator shall from time to
time establish rules, not contrary to the provisions of the Plan, for the
administration of the Plan and the transaction of its business. All elections
and designations under the Plan by a Participant or Beneficiary shall be made
on forms prescribed by the Plan Administrator. The Plan Administrator shall
have discretionary authority to construe the terms of the Plan and shall
determine all questions arising in the administration, interpretation and
application of the Plan, including, but not limited to, those concerning
eligibility for benefits and it shall not act so as to discriminate in favor of
any person. All determinations of the Plan Administrator shall be conclusive
and binding on all Participants and Beneficiaries, subject to the provisions of
the Plan and subject to applicable law.


(c)           The Plan Administrator shall furnish
Participants and Beneficiaries with all disclosures now or hereafter required
by ERISA. The Plan Administrator shall file, as required, the various reports
and disclosures concerning the Plan and its operations as required by ERISA and
by the Code, and shall be solely responsible for establishing and maintaining
all records of the Plan. The Plan Administrator shall provide to each
Participant, within one hundred twenty (120) days after the end of each Plan
Year, a statement setting forth the benefits then accrued by the Participant
under the Plan.


(d)           The statement of specific duties for a Plan
Administrator in this Section is not in derogation of any other duties which a
Plan Administrator has under the provisions of the Plan or under applicable
law.



 14
 









(e)           Each Plan Sponsor shall indemnify and hold
harmless each person constituting the Plan Administrator from and against any
and all claims and expenses (including, without limitation, attorney’s fees and
related costs) arising in connection with the performance by the person of his
duties in that capacity, other than any of the foregoing arising in connection
with the willful neglect or willful misconduct of the person acting.


8.3        Action by the Primary
Sponsor or a Plan Sponsor. Any action to be taken by the Primary Sponsor or
a Plan Sponsor shall be taken by resolution or written direction duly adopted
by its board of directors or appropriate governing body, as the case may be;
provided, however, that by such resolution or written direction, the board of
directors or appropriate governing body, as the case may be, may delegate to
any officer or other appropriate person of a Plan Sponsor the authority to take
any such actions as may be specified in such resolution or written direction,
to the extent not otherwise inconsistent with the provisions of the Plan.


SECTION 9

CLAIM REVIEW PROCEDURE


9.1           Notice
of Denial. If a Participant or a Beneficiary is denied a claim for benefits
under the Plan, the Plan Administrator shall provide to the claimant written
notice of the denial within ninety (90) days (forty-five (45) days with respect
to a denial of any claim for benefits due to the Participant’s Disability)
after the Plan Administrator receives the claim, unless special circumstances
require an extension of time for processing the claim. If such an extension of
time is required, written notice of the extension shall be furnished to the
claimant prior to the termination of the initial 90-day or 45-day period, as
applicable. In no event shall the extension exceed a period of ninety (90) days
(thirty (30) days with respect to a claim for benefits due to the Participant’s
Disability) from the end of such initial period. With respect to a claim for
benefits due to the Participants Disability, an additional extension of up to
thirty (30) days beyond the initial 30-day extension period may be required for
processing the claim. In such event, written notice of the extension shall be
furnished to the claimant within the initial 30-day extension period. Any
extension notice shall indicate the special circumstances requiring the
extension of time, the date by which the Plan Administrator expects to render
the final decision, the standards on which entitlement to benefits are based,
the unresolved issues that prevent a decision on the claim and the additional
information needed to resolve those issues.


9.2           Contents
of Notice of Denial. If a Participant or Beneficiary is denied a claim for
benefits under a Plan, the Plan Administrator shall provide to such claimant
written notice of the denial which shall set forth:


(a)           the specific reasons
for the denial;


(b)           specific references to the pertinent provisions of the Plan on which
the denial is based;



 15
 









(c)           a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary;


(d)           an explanation of the Plan’s claim review procedures, and the time
limits applicable to such procedures, including a statement of the claimant’s
right to bring a civil action under Section 502(a) of ERISA following an
adverse benefit determination on review;


(e)           in the case of a claim
for benefits due to the Participant’s Disability, if an internal rule,
guideline, protocol or other similar criterion is relied upon in making the
adverse determination, either the specific rule, guideline, protocol or other
similar criterion; or a statement that such rule, guideline, protocol or other
similar criterion was relied upon in making the decision and that a copy of
such rule, guideline, protocol or other similar criterion will be provided free
of charge upon request; and


(f)            in the case of a claim
for benefits due to the Participant’s Disability, if a denial of the claim is
based on a medical necessity or experimental treatment or similar exclusion or
limit, an explanation of the scientific or clinical judgment for the denial, an
explanation applying the terms of the Plan to the claimant’s medical
circumstances or a statement that such explanation will be provided free of
charge upon request.


9.3           Right
to Review. After receiving written notice of the denial of a claim, a
claimant or his or her representative shall be entitled to:


(a)           request a full and fair review of the denial of the claim by written
application to the Plan Administrator (or Appeals Fiduciary in the case of a
claim for benefits due to the Participant’s Disability);


(b)           request, free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claim;


(c)           submit written comments, documents, records, and other information
relating to the denied claim to the Plan Administrator or Appeals Fiduciary, as
applicable; and


(d)           a review that takes into account all comments, documents, records, and
other information submitted by the claimant relating to the claim, without
regard to whether such information was submitted or considered in the initial
benefit determination.


9.4           Application for Review.


(a)           If a claimant wishes a review of the decision denying his or her claim
to benefits under the Plan, other than a claim described in Subsection (b) of
this Section 9.4,



 16
 









he or she must submit the
written application to the Plan Administrator within sixty (60) days after
receiving written notice of the denial.


(b)           If the claimant wishes
a review of the decision denying his claim to benefits under the Plan due to a
Participant’s Disability, he must submit the written application to the Appeals
Fiduciary within one hundred eighty (180) days after receiving written notice
of the denial. With respect to any such claim, in deciding an appeal of any
denial based in whole or in part on a medical judgment (including
determinations with regard to whether a particular treatment, drug, or other
item is experimental, investigational, or not medically necessary or
appropriate), the Appeals Fiduciary shall:


(i)            consult with a health
care professional who has appropriate training and experience in the field of
medicine involved in the medical judgment; and


(ii)           identify the medical
and vocational experts whose advice was obtained on behalf of the Plan in
connection with the denial without regard to whether the advice was relied upon
in making the determination to deny the claim.


Notwithstanding the
foregoing, the health care professional consulted pursuant to this Subsection
(b) shall be an individual who was not consulted with respect to the initial
denial of the claim that is the subject of the appeal or a subordinate of such
individual.


9.5           Hearing.
Upon receiving a written application for review, pursuant to Section 9.4, the
Plan Administrator or Appeals Fiduciary, as applicable, may schedule a hearing
for purposes of reviewing the claimant’s claim, which hearing shall take place
not more than thirty (30) days from the date on which the Plan Administrator or
Appeals Fiduciary received such written application for review.


9.6           Notice
of Hearing. At least ten (10) days prior to the scheduled hearing, the
claimant and his or her representative designated in writing by him or her, if
any, shall receive written notice of the date, time, and place of such
scheduled hearing. The claimant or his or her representative, if any, may
request that the hearing be rescheduled, for his or her convenience, on another
reasonable date or at another reasonable time or place.


9.7           Counsel.
All claimants requesting a review of the decision denying their claim for
benefits may employ counsel for purposes of the hearing.


9.8           Decision
on Review. No later than sixty (60) days (forty-five (45) days with respect
to a claim for benefits due to the Participant’s Disability) following the
receipt of the written application for review, the Plan Administrator or the
Appeals Fiduciary, as applicable, shall submit its decision on the review in
writing to the claimant involved and to his representative, if any, unless the
Plan Administrator or Appeals Fiduciary determines that special circumstances
(such as the need to hold a hearing) require an extension of time, to a day no
later than one hundred twenty (120) days (ninety (90) days with respect to a
claim for benefits due to



 17
 









the
Participant’s Disability) after the date of receipt of the written application
for review. If the Plan Administrator or Appeals Fiduciary determines that the
extension of time is required, the Plan Administrator or Appeals Fiduciary
shall furnish to the claimant written notice of the extension before the
expiration of the initial sixty (60) day (forty-five (45) days with respect to
a claim for benefits due to the Participant’s Disability) period. The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Plan Administrator or Appeals Fiduciary expects to render
its decision on review. In the case of a decision adverse to the claimant, the
Plan Administrator or Appeals Fiduciary shall provide to the claimant written
notice of the denial which shall include:


(a)           the
specific reasons for the decision;


(b)           specific references to the pertinent provisions of the Plan on which
the decision is based;


(c)           a statement that the claimant is entitled to receive, upon request and
free of charge, reasonable access to, and copies of, all documents, records,
and other information relevant to the claimant’s claim for benefits;


(d)           an explanation of the Plan’s claim review procedures, and the time
limits applicable to such procedures, including a statement of the claimant’s
right to bring an action under Section 502(a) of ERISA following the denial of
the claim upon review;


(e)           in the case of a claim
for benefits due to the Participant’s Disability, if an internal rule,
guideline, protocol or other similar criterion is relied upon in making the
adverse determination, either the specific rule, guideline, protocol or other
similar criterion; or a statement that such rule, guideline, protocol or other
similar criterion was relied upon in making the decision and that a copy of
such rule, guideline, protocol or other similar criterion will be provided free
of charge upon request;


(f)            in the case of a claim
for benefits due to a Participant’s Disability, if a denial of the claim is
based on a medical necessity or experimental treatment or similar exclusion or
limit, an explanation of the scientific or clinical judgment for the denial, an
explanation applying the terms of the Plan to the claimant’s medical
circumstances or a statement that such explanation will be provided free of
charge upon request; and


(g)           in the case of a claim
for benefits due to the Participant’s Disability, a statement regarding the
availability of other voluntary alternative dispute resolution options.


9.9           Appeals
Fiduciary. For purposes of this Section 9, the Appeals Fiduciary means an
individual or group of individuals appointed to review appeals of claims for
benefits payable due to the Participant’s Disability. The Plan Administrator
shall appoint the Appeals Fiduciary. The Appeals Fiduciary shall be required to
review claims for benefits payable due to the Participant’s Disability that are
initially denied by the Plan Administrator and for which the claimant requests
a full and fair review pursuant to this Section 9. The Appeals Fiduciary may



 18
 









not be
the individual who made the initial adverse determination with respect to any
claim he reviews and may not be a subordinate of any individual who made the
initial adverse determination. The Appeals Fiduciary may be removed in the same
manner in which appointed or may resign at any time by written notice of
resignation to the Plan Sponsor. Upon such removal or resignation, the Plan
Sponsor shall appoint a successor.


SECTION
10

LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY

INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS


10.1         No
benefit which shall be payable under the Plan to any person shall be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge the same shall be void; and no such benefit
shall in any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any person, nor shall it be subject to
attachment or legal process for, or against, such person, and the same shall
not be recognized under the Plan, except to such extent as may be required by
law.


10.2         If
any person who shall be entitled to any benefit under the Plan shall become
bankrupt or shall attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge such benefit under the Plan, then the payment of any
such benefit in the event a Participant or Beneficiary is entitled to payment
shall, in the discretion of the Plan Administrator, cease and terminate and in
that event the Plan Administrator shall hold or apply the same for the benefit
of such person, his spouse, children, other dependents or any of them in such
manner and in such proportion as the Plan Administrator shall determine.


10.3         Whenever
any benefit which shall be payable under the Plan is to be paid to or for the
benefit of any person who is then a minor or determined to be incompetent by
qualified medical advice, the Plan Administrator need not require the
appointment of a guardian or custodian, but shall be authorized to cause the
same to be paid over to the person having custody of such minor or incompetent,
or to cause the same to be paid to such minor or incompetent without the
intervention of a guardian or custodian, or to cause the same to be paid to a
legal guardian or custodian of such minor or incompetent if one has been
appointed or to cause the same to be used for the benefit of such minor or
incompetent.


SECTION 11

LIMITATION OF RIGHTS


Membership in the Plan shall not give any Employee
any right or claim except to the extent that such right is specifically fixed
under the terms of the Plan. The adoption of the Plan by any Plan Sponsor shall
not be construed to give any Employee a right to be continued in the employ of
a Plan Sponsor or as interfering with the right of a Plan Sponsor to terminate
the employment of any Employee at any time.



 19
 









SECTION
12

AMENDMENT TO OR TERMINATION OF THE PLAN


12.1         Amendment
and Termination by Primary Sponsor. The Primary Sponsor or any successor
thereto reserves the right by action of the Board of Directors or its delegatee
at any time to modify or amend or terminate the Plan. No such modifications or
amendments shall have the effect of retroactively changing or depriving
Participants or Beneficiaries of benefits already accrued under the Plan;
provided, however, that the Primary Sponsor reserves the right to amend the
Plan in any respect to comply with the provisions of Code Section 409A so as
not to trigger any unintended tax consequences prior to the distribution of
benefits provided herein. Notwithstanding anything contained in the Plan to the
contrary, upon termination of the Plan, each Participant’s Account shall be
paid in due course in accordance with Section 6, unless the Primary Sponsor
elects to have all Accounts paid in a lump sum as soon as practicable after the
Plan’s termination but only if the Primary Sponsor determines that such payment
of Accounts will not constitute an impermissible acceleration of payments under
one of the exceptions provided in Proposed Treasury Regulations Section
1.409A-3(h)(2)(viii), or any successor guidance. No Plan Sponsor other than the
Primary Sponsor shall have the right to so modify, amend or terminate the Plan.


12.2         Termination
by a Plan Sponsor. Each Plan Sponsor other than the Primary Sponsor shall
have the right to terminate its participation in the Plan by resolution of its
board of directors or other appropriate governing body and notice in writing to
the Primary Sponsor. Any termination by a Plan Sponsor shall not be a
termination as to any other Plan Sponsor. Any such termination shall not
trigger payment of any affected Participant’s Account unless the Primary
Sponsor affirmatively determines otherwise by action of its Board of Directors
in accordance with the requirements of Section 12.1.


12.3         Termination
by Primary Sponsor. If the Plan is terminated by the Primary Sponsor it
shall terminate as to all Plan Sponsors.


SECTION 13

ADOPTION OF PLAN BY AFFILIATES


Any Affiliate, if the Affiliate is authorized to do so by written
direction adopted by the Board of Directors, may adopt the Plan by action of
the board of directors or other appropriate governing body of the Affiliate.
Any adoption shall be evidenced by certified copies of the resolutions of the
foregoing board of directors or governing body indicating the adoption by the
adopting Affiliate. The resolution shall state and define the Effective Date of
the adoption of the Plan by the Plan Sponsor.


SECTION 14

MISCELLANEOUS


14.1         Unfunded
Obligations. Participants and their Beneficiaries, heirs, successors, and assigns
shall have no legal or equitable rights, claims, or interest in any specific
property or assets of any Plan Sponsor or, if established, the Trust. Any and
all of the assets of each Plan



 20
 









Sponsor and
any Trust assets which are attributable to amounts paid into the Trust by the
Plan Sponsors shall be, and remain, the general unpledged, unrestricted assets
of the respective Plan Sponsor, which shall be subject to the claims of that
Plan Sponsor’s general creditors. Each Plan Sponsor’s obligation under the Plan
shall be merely that of an unfunded and unsecured promise of the Plan Sponsor
to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. It
is the intention of the Plan Sponsors that the Plan and, if established, the
Trust be unfunded for purposes of the Code and for purposes of Title I of ERISA.
Nothing contained in this Plan shall constitute a guaranty by a Plan Sponsor or
any other entity that the assets of the Plan Sponsor will be sufficient to pay
any benefit hereunder.


14.2         Tax
Withholding. There shall be deducted from each payment made under the Plan
or any other compensation payable to the Participant or Beneficiary all taxes
which are required to be withheld by a Plan Sponsor in respect to such payment.
Each Plan Sponsor shall have the right to reduce any payment (or compensation),
and the Plan Administrator shall have the right to direct reduction of any
payment, by the amount of cash sufficient to provide the amount of said taxes.


14.3         Notice of Address.
Each individual entitled to a benefit under the Plan must file with the Primary
Sponsor, in writing, his or her post office address and each change of post
office address which occurs between the date of his or her Termination of
Employment and the date he or she ceases to be a Participant. Any
communication, statement or notice addressed to such individual at his or her
latest reported office address will be binding upon him or her for all purposes
of the Plan and neither the Plan Administrator nor any Plan Sponsor shall be
obliged to search for or ascertain his or her whereabouts.


14.4.        Notices. Any notice
required or permitted to be given hereunder to a Participant or Beneficiary
will be properly given if delivered or mailed, postage prepaid, to the
Participant or Beneficiary at his or her last post office address as shown on
the Primary Sponsor’s records. Any notice to the Plan Administrator or the
Primary Sponsor shall be properly given or filed upon receipt by the Plan
Administrator or the Primary Sponsor at such address as may be specified from
time to time by the Plan Administrator.


14.5         Receipt or Release.
Any payment to a Participant or the Participant’s Beneficiary in accordance
with the provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims arising under, or with respect to, the Plan against
the Plan Administrator and each Plan Sponsor. The Plan Administrator may
require such Participant or Beneficiary, as a condition precedent to such
payment, to execute a receipt and release to such effect.


14.6         Designation of
Beneficiary. Each Participant shall file with the Plan Sponsor a notice in
writing, in a form acceptable to the Plan Sponsor, designating one or more
Beneficiaries to whom payments becoming due by reason of or after his or her
death shall be made. Participants shall have the right to change the
Beneficiary or Beneficiaries so designated from time to time; provided,
however, that no such change shall become effective until received in writing
and acknowledged by the Plan Sponsor and no such change may be given effect if
not



 21
 









received prior to
the date a distribution pursuant to Section 6 has been processed for payment
(or, if applicable, the commencement of payment).


14.7         Governing
Law. To the extent not preempted by applicable federal law, the Plan shall
be governed by and construed in accordance with the laws of the State of
Delaware.


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IN
WITNESS WHEREOF, the Primary Sponsor has caused this indenture to be executed
as of the date first above written.


	
  

  	
  COUNTRYWIDE FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marshall M. Gates

  	
   

  
	
   

  	
   

  	
  Marshall M.
  Gates

  
	
   

  	
   

  	
  Senior Managing
  Director and

  
	
   

  	
   

  	
  Chief
  Administrative Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  /s/ Gerard A.
  Healy

  	
   

  	
   

  
	
   

  	
  Gerard A. Healy

  	
   

  
	
   

  	
  Senior Vice
  President/Asst. General Counsel

  	
   

  
						



 



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