Exhibit 10.149


Countrywide Financial Corporation


Director’s Charitable Award Program


1.             PURPOSE OF THE
PROGRAM


The
Countrywide Financial Corporation Director’s Charitable Award Program
(the ”Program”) allows each eligible Director of Countrywide Financial Corporation
(the “Corporation”) to recommend that the Corporation make a donation of up to
$1,000,000 to the eligible tax-exempt organization(s) (the “Donee(s)”) selected
by the Director, with the donation to be made in the Director’s name. The
purpose of the Program is to attract highly qualified individuals to serve as
Directors and recognize the interest of the Corporation and its Directors in
supporting worthy educational institutions and other charitable organizations.


2.                                      ELIGIBILITY


All
persons serving as Directors of the Corporation as of January 1, 2002
shall be eligible to participate in the Program. All Directors who join the
Corporation’s Board of Directors after that date shall be immediately eligible
to participate in the Program upon election to the Board.


3.                                      RECOMMENDATION
OF DONATION


When
a Director becomes eligible to participate in the Program, he or she shall make
a written recommendation to the Corporation, on a form approved by the
Corporation for this purpose, designating the Donee(s) which he or she intends
to be the recipient(s) of the Corporation donation to be made on his or her
behalf. A Director may revise or revoke any such recommendation by signing a
new recommendation form and submitting it to the Corporation. If donation
installment payments have commenced on behalf of a retired Director, he or she
may submit a new recommendation for the remaining unpaid portion only.













4.                                      AMOUNT
AND TIMING OF DONATION


Each
eligible Director may choose one organization to receive a Corporation donation
of $1,000,000, or up to four organizations to receive donations aggregating
$1,000,000. Each recommended organization must be recommended to receive a
donation of at least $100,000. The donation will be made by the Corporation in
ten equal annual installments, with the first installment to be made at the
earlier of ten years after the Director’s retirement from the Board or at the
Board member’s death. Subsequent donation installments will be made on or about
July 1 of each year. If a Director recommends more than one organization to
receive a donation, each organization will receive a prorated portion of each
annual installment. Each annual installment payment will be divided among the
recommended organizations in the same proportion as the total donation amount
has been allocated among the organizations by the Director.


5.                                      DONEES


In
order to be eligible to receive a donation, a recommended organization must
initially, and at the time each donation installment is to be made, qualify to
receive tax-deductible donations under the Internal Revenue Code, and be
reviewed and approved by the Corporation. A recommendation will be approved
unless it is determined, in the exercise of good faith judgment, that a
donation to the organization would be detrimental to the best interests of the
Corporation. If an organization recommended by a Director ceases to qualify as
a Donee, and if the Director does not submit a form to change the
recommendation, the amount recommended to be donated to the organization will
instead be donated to the Director’s remaining recommended qualified Donee(s)
on a prorated basis. If none of the recommended organizations qualify, the
donation will be made to an organization(s) selected by the Corporation.



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As
each recommended organization is subject to approval prior to the time each
donation installment is to be made, there is no contractual obligation on
behalf of the Corporation to continue the donation installments once they have
commenced. In addition, the Corporation retains the right not to grant the
donation recommended for any ineligible organization to another qualified
organization.


6.                                      VESTING


A
Director will be fully vested in the Program: (a) upon the completion of five
years of service as a Director, (b) in the event he or she terminates service
due to death, disability, or other circumstances as deemed appropriate by the
Board, or (c) if there is a Change of Control of the Company. For a Director
who is not fully vested, the donation amount will be determined in accordance
with the following schedule:


	
  VESTING DATE

  	
   

  	
  DONATION AMOUNT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Completion of
  one year of Board service

  	
   

  	
  $

  	
  200,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Completion of
  two years of Board service

  	
   

  	
  400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Completion of
  three years of Board service

  	
   

  	
  600,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Completion of
  four years of Board service

  	
   

  	
  800,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Completion of five
  years of Board service

  	
   

  	
  1,000,000

  	
   

  
					



 


For persons serving as Directors as of January 1,
2002, Board service prior to January 1, 2002 will be counted as vesting
service.



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7.                                      FUNDING
AND PROGRAM ASSETS


The
Corporation may fund the Program or it may choose not to fund the Program. If
the Corporation elects to fund the Program in any manner, neither the Directors
nor their recommended Donee(s) shall have any rights or interests in any assets
of the Corporation identified for such purpose. Nothing contained in the
Program shall create, or be deemed to create, a trust, actual or constructive,
for the benefit of a Director or any Donee recommended by a Director to receive
a donation, or shall give, or be deemed to give, any Director or recommended
Donee any interest in any assets of the Program or the Corporation. If the
Corporation elects to fund the Program through life insurance policies, a
participating Director agrees to cooperate and fulfill the enrollment
requirements necessary to obtain insurance on his or her life.


8.                                      AMENDMENT OR TERMINATION


The
Board of Directors of the Corporation may, at any time, without the consent of
the Directors participating in the Program, amend, suspend, or terminate the
Program.


9.                                      ADMINISTRATION


The
Program shall be administered by the Corporation’s Compensation Committee (the “Committee”).
The Committee shall have plenary authority in its discretion, but subject to
the provisions of the Program, to prescribe, amend, and rescind rules,
regulations and procedures relating to the Program. The determinations of the
Committee on the foregoing matters shall be conclusive and binding on all
interested parties.



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10.                               CHANGE
IN CONTROL


If
there is a Change in Control of the Corporation, all participants serving as
Directors at the time of the Change in Control shall become immediately vested
in the Program, and, notwithstanding the provisions of Section 8, the Program
shall not thereafter be amended or terminated with respect to any person
participating in the Program at the time of the Change in Control. For the
purpose of the Program, the term “Change in Control” shall have the same
meaning as is defined for that term in the Countrywide Financial Corporation Change
in Control Severance Plan.


11.                               GOVERNING
LAW


The
Program shall be construed and enforced according to the laws of the State of
California, and all provisions thereof shall be administered according to the
laws of said State.


12.                               EFFECTIVE
DATE


The
Program effective date is January 1, 2002. The recommendation of a
Director will not be effective until he or she completes the Program enrollment
requirements.



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FIRST AMENDMENT

TO THE

COUNTRYWIDE FINANCIAL CORPORATION

DIRECTOR’S CHARITABLE AWARD PROGRAM


This First Amendment to the Director’s Charitable
Award Program (the “Program”) dated as of June 13, 2007 is made by Countrywide
Financial Corporation (the “Corporation”).


WHEREAS, the Corporation wishes to amend the
Program, which became effective on January 1, 2002, to limit participation to
current participants.


NOW, THEREFORE, the Corporation hereby amends the
Program, pursuant to Section 8 thereof, to limit participation in the Program
to the current participants and eliminate the eligibility of future Directors
to participate in the Program, effective as of June 13, 2007.


IN WITNESS WHEREOF, the
Corporation has caused this First Amendment to be executed as of the day and
year first above written.


	
  

  	
  COUNTRYWIDE FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marshall M. Gates

  	
   

  
	
   

  	
   

  	
  Marshall M. Gates

  
	
   

  	
   

  	
  Senior Managing Director, Chief Administrative

  
	
   

  	
   

  	
  Officer