<PAGE>
                                                                   Exhibit 10.94

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

                           EFFECTIVE DECEMBER 31, 2004

<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 1   DEFINITIONS..................................................     1

ARTICLE 2   SELECTION, ENROLLMENT, ELIGIBILITY...........................     6
   2.1     Selection by Committee........................................     6
   2.2     Enrollment Requirements.......................................     6
   2.3     Eligibility; Commencement of Participation....................     7
   2.4     Termination of Participation..................................     7

ARTICLE 3   LONG-TERM INCENTIVE CONTRIBUTION AMOUNTS/COMPANY
               CONTRIBUTION AMOUNTS/VESTING/CONTINGENT
               AMOUNTS/CREDITING/TAXES...................................     7
   3.1     Annual Deferred Amounts.......................................     7
   3.2     Long-Term Incentive Contribution Amounts......................     8
   3.3     Annual Company Contribution Amount............................     8
   3.4     Vesting.......................................................     8
   3.5     Effect of a Participant's Covered Termination,
              Retirement, Death while Employed by an Employer
              or Disability..............................................     8
   3.6     Crediting/Debiting of Account Balances........................     9
   3.7     FICA and Other Taxes..........................................    12

ARTICLE 4   UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION.....    12
   4.1     Withdrawal for Unforeseeable Financial Emergencies............    12
   4.2     Withdrawal Election...........................................    13

ARTICLE 5   COVERED TERMINATION BENEFIT..................................    13
   5.1     Covered Termination Benefit...................................    13
   5.2     Payment of Change in Control Benefit..........................    13

ARTICLE 6   RETIREMENT BENEFIT...........................................    14
   6.1     Retirement Benefit............................................    14
   6.2     Payment of Retirement Benefit.................................    14

ARTICLE 7   TERMINATION BENEFIT..........................................    14
   7.1     Termination Benefit...........................................    14
   7.2     Payment of Termination Benefit................................    14

ARTICLE 8   CONTINUED ELIGIBILITY; DISABILITY BENEFIT....................    15
   8.1     Continued Eligibility.........................................    15
</TABLE>


                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
   8.2     Deemed Termination of Employment..............................    15
   8.3     Deemed Retirement.............................................    15

ARTICLE 9    SURVIVOR BENEFIT............................................    16
   9.1     Survivor Benefit..............................................    16
   9.2     Payment of Survivor Benefit...................................    16

ARTICLE 10   BENEFICIARY DESIGNATION.....................................    16
   10.1    Beneficiary...................................................    16
   10.2    Beneficiary Designation; Change of Beneficiary Designation....    16
   10.3    Acknowledgment................................................    17
   10.4    No Beneficiary Designation....................................    17
   10.5    Doubt as to Beneficiary.......................................    17
   10.6    Discharge of Obligations......................................    17

ARTICLE 11   LEAVE OF ABSENCE............................................    17
   11.1    Leave of Absence..............................................    17

ARTICLE 12   TERMINATION, AMENDMENT OR MODIFICATION......................    18
   12.1    Termination...................................................    18
   12.2    Amendment.....................................................    19
   12.3    Participation Agreement.......................................    19
   12.4    Effect of Payment.............................................    19

ARTICLE 13   ADMINISTRATION..............................................    19
   13.1    Committee Duties..............................................    19
   13.2    Administration Upon Change In Control.........................    20
   13.3    Agents........................................................    21
   13.4    Binding Effect of Decisions...................................    21
   13.5    Indemnity of Committee........................................    21
   13.6    Employer Information..........................................    21

ARTICLE 14   OTHER BENEFITS AND AGREEMENTS...............................    21
   14.1    Coordination with Other Benefits..............................    21

ARTICLE 15   CLAIMS PROCEDURES...........................................    22
   15.1    Presentation of Claim.........................................    22
</TABLE>


                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
   15.2    Notification of Decision......................................    22
   15.3    Review of a Denied Claim......................................    23
   15.4    Decision on Review............................................    23
   15.5    Legal Action..................................................    24

ARTICLE 16   TRUST.......................................................    24
   16.1    Establishment of the Trust....................................    24
   16.2    Interrelationship of the Plan and the Trust...................    24
   16.3    Distributions From the Trust..................................    24

ARTICLE 17   MISCELLANEOUS...............................................    24
   17.1    Status of Plan................................................    24
   17.2    Unsecured General Creditor....................................    24
   17.3    Employer's Liability..........................................    25
   17.4    Nonassignability..............................................    25
   17.5    Not a Contract of Employment..................................    25
   17.6    Furnishing Information........................................    25
   17.7    Terms.........................................................    25
   17.8    Captions......................................................    26
   17.9    Governing Law.................................................    26
   17.10   Notice........................................................    26
   17.11   Successors....................................................    26
   17.12   Spouse's Interest.............................................    26
   17.13   Validity......................................................    26
   17.14   Incompetent...................................................    26
   17.15   Court Order...................................................    27
   17.16   Distribution in the Event of Taxation.........................    27
   17.17   Insurance.....................................................    27
   17.18   Legal Fees To Enforce Rights After Change in Control..........    28
</TABLE>


                                     -iii-
<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

                        COUNTRYWIDE FINANCIAL CORPORATION
              AMENDED AND RESTATED ERISA NONQUALIFIED PENSION PLAN
                           Effective December 31, 2004

                                     PURPOSE

     The purpose of this Plan is to provide retirement and post-termination
benefits to a select group of management or highly compensated Employees who
contribute materially to the continued growth, development and future business
success of Countrywide Financial Corporation, a Delaware corporation, and its
subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for
tax purposes and for purposes of Title I of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

     For the purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1. "Account Balance" shall mean, with respect to a Participant, a credit on
     the records of the Employer equal to the sum of the Deferral Account
     balance, Long-Term Incentive Account balance and the Company Contribution
     Account balance. The Account Balance, and each other specified account
     balance, shall be a bookkeeping entry only and shall be utilized solely as
     a device for the measurement and determination of the amounts to be paid to
     a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2. "Annual Company Contribution Amount" shall mean, for any one Plan Year, the
     amount determined in accordance with Section 3.3.

1.3. "Annual Deferral Amount" shall mean, for any one Plan Year, the amount
     determined in accordance with Section 3.1.

1.4. "Beneficiary" shall mean one or more persons, trusts, estates or other
     entities, designated in accordance with Article 10, that are entitled to
     receive benefits under this Plan upon the death of a Participant.

1.5. "Beneficiary Designation Form" shall mean the form established from time to
     time by the Committee that a Participant completes, signs and returns to
     the Committee to designate one or more Beneficiaries.

1.6. "Board" shall mean the board of directors of the Company.

1.7. "Change in Control" shall mean a "change in control" as defined under the
     Countrywide Financial Corporation Change in Control Severance Plan as that
     definition may be amended at any time and from time to time in accordance
     with that plan.


                                      -1-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

1.8. "Claimant" shall have the meaning set forth in Section 15.1.

1.9. "Code" shall mean the Internal Revenue Code of 1986, as it may be amended
     from time to time.

1.10. "Committee" shall mean the committee described in Article 13.

1.11. "Covered Termination" shall mean any termination of a Participant's
     employment in connection with a Change in Control that entitles the
     Participant to receive severance benefits under the Countrywide Financial
     Corporation Change in Control Severance Plan.

1.12. "Covered Termination Benefit" shall have the meaning set forth in Article
     5.

1.13. "Company" shall mean Countrywide Financial Corporation, a Delaware
     corporation, and any successor to all or substantially all of the Company's
     assets or business.

1.14. "Company Contribution Account" shall mean (i) the sum of the Participant's
     Annual Company Contribution Amounts, plus (ii) amounts credited or debited
     to the Participant's Company Contribution Account in accordance with this
     Plan, less (iii) all distributions made to the Participant or his or her
     Beneficiary pursuant to this Plan that relate to the Participant's Company
     Contribution Account.

1.15. "Deferral Account" shall mean (i) the sum of the Participant's Annual
     Deferral Amounts, plus (ii) amounts credited or debited to the
     Participant's Deferral Account in accordance with this Plan, less (iii) all
     distributions made to the Participant or his or her Beneficiary pursuant to
     this Plan that relate to the Participant's Deferral Account.

1.16. "Deferral Election Form" shall mean the form established from time to time
     by the Committee that a Participant completes, signs and returns to the
     Committee to make a deferral election under the Plan.

1.17. "Disability" or "Disabled" shall mean a determination that a Participant
     (a) is unable to engage in any substantial gainful activity by reason of
     any medically determinable physical or mental impairment which can be
     expected to result in death or can be expected to last for a continuous
     period of not less than twelve (12) months, or (b) is, by reason of any
     medically determinable physical or mental impairment which can be expected
     to last for a continuous period of not less than twelve (12) months,
     receiving income replacement benefits for a period of not less than three
     (3) months under an accident or health plan covering employees of the
     Participant's Employer.

1.18. "Disability Benefit" shall mean the benefit set forth in Article 8.


                                      -2-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

1.19. "Distribution Election Form" shall mean the form established from time to
     time by the Committee that a Participant completes, signs and returns to
     the Committee to make a distribution election under the Plan.

1.20. "Employee" shall mean a person whom any Employer treats as an employee for
     purposes of federal income tax withholding, regardless of whether or not
     the person would be treated as an employee under applicable common law.

1.21. "Employer(s)" shall mean the Company, Countrywide Home Loans, Inc.,
     Countrywide Capital Markets, Inc., Countrywide Securities Corporation and
     any other subsidiary of the Company that elects to participate in the Plan.

1.22. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
     it may be amended from time to time.

1.23. "First Plan Year" shall mean the period beginning January 1, 2003 and
     ending December 31, 2003.

1.24. "Investment Election Form" shall mean the form established from time to
     time by the Committee that a Participant completes, signs and returns to
     the Committee to make an investment election under the Plan.

1.25. "Long-Term Incentive Account" shall mean (i) the sum of all of a
     Participant's Long-Term Incentive Contribution Amounts, plus (ii) amounts
     credited or debited to the Participant's Long-Term Incentive Account in
     accordance with this Plan, less (iii) all distributions made to the
     Participant or his or her Beneficiary pursuant to this Plan that relate to
     his or her Long-Term Incentive Account.

1.26. "Long-Term Incentive Contribution Amounts" shall mean the amounts
     determined and contributed in accordance with Section 3.2.

1.27. "Key Employee" shall mean a "key employee" (within the meaning of Code
     Section 416(i) without regard to paragraph (5) thereof) of a corporation
     any stock in which is publicly traded on an established securities market
     or otherwise.

1.28. "Participant" shall mean any Employee who commences participation in the
     Plan pursuant to Article 2, and whose Participation Agreement has not
     terminated. A spouse, former spouse or domestic partner of a Participant
     shall not be treated as a Participant in the Plan or have an Account
     Balance under the Plan, even if he or she has an interest in the
     Participant's benefits under the Plan as a result of applicable law or
     property settlements resulting from legal separation or divorce.


                                      -3-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

1.29. "Participation Agreement" shall mean a written agreement, as may be
     amended from time to time, which is entered into by and between an Employer
     and a Participant. Each Participation Agreement executed by a Participant
     and the Participant's Employer shall provide for the entire benefit to
     which such Participant is entitled under the Plan; should there be more
     than one Participation Agreement, the Participation Agreement bearing the
     latest date of acceptance by the Employer shall supersede all previous
     Participation Agreements in their entirety and shall govern such
     entitlement. The terms of any Participation Agreement may be different for
     any Participant, and any Participation Agreement may provide additional
     benefits not set forth in the Plan or limit the benefits otherwise provided
     under the Plan.

1.30. "Plan" shall mean the Countrywide Financial Corporation ERISA Nonqualified
     Pension Plan, which shall be evidenced by this instrument and by each
     Participation Agreement, as they may be amended from time to time.

1.31. "Plan Year" shall mean a period beginning on January 1 of each calendar
     year and continuing through December 31 of such calendar year.

1.32. "Qualified Compensation" shall mean any compensation which may be payable
     to a Participant that may be designated on a Deferral Election Form.

1.33. "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
     Employee, severance from employment from all Employers for any reason other
     than a leave of absence, death or Disability on or after the date on which
     (i) a Participant attains age 45 (ii) such Participant's age plus Years of
     Service equals at least 65, and (iii) the Participant has completed at
     least five (5) Years of Plan Participation.

1.34. "Retirement Compensation" shall mean any compensation (i) the Participant
     becomes eligible to receive in exchange for satisfying performance criteria
     set forth in the Participant's Participation Agreement and (ii) remains
     contingent upon the Participant's performance of future services. As soon
     as reasonably practicable after the beginning of each Plan Year, the
     Committee shall in its sole discretion establish the criteria that will be
     used to determine the Participant's Retirement Compensation for that Plan
     Year and shall notify the Participant in writing of the criteria via an
     addendum to the Participant's Participation Agreement.

1.35. "Retirement Benefit" shall mean the benefit set forth in Article 6.

1.36. "Scheduled Distribution" shall mean a distribution of all or a portion of
     a Participant's Account Balance in accordance with Section 4.2.

1.37. "Semi-Monthly Installment Method" shall be a semi-monthly installment
     payment over the number of months selected by the Participant in accordance
     with this Plan, calculated


                                      -4-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

     as follows: (i) for the first semi-monthly installment, the vested and
     nonforfeitable portion of the Account Balance of the Participant shall be
     calculated as of the close of business on or around the date on which the
     Participant Retires, is deemed to have Retired in accordance with Section
     8.3 or experiences a Covered Termination, as determined by the Committee in
     its sole discretion, and (ii) for remaining semi-monthly installments, the
     vested and nonforfeitable portion of the Account Balance of the Participant
     shall be calculated on or around the last business day of the preceding
     semi-monthly payment. Each semi-monthly installment shall be calculated by
     multiplying this balance by a fraction, the numerator of which is one and
     the denominator of which is the remaining number of semi-monthly payments
     due the Participant. By way of example, if the Participant elects to
     receive his or her Account Balance pursuant to a Semi-Monthly Installment
     Method of 120 months, the first payment shall be 1/240 of the vested and
     nonforfeitable portion of the Account Balance, calculated as described in
     this definition. The following semi-monthly payment shall be 1/239 of the
     vested and nonforfeitable portion of the Account Balance, calculated as
     described in this definition.

1.38. "Service Period" shall mean (i) with respect to Annual Deferral Amounts,
     the calendar year during which such Deferral Amounts shall be deemed
     measured and earned, as described more fully in Section 3.1, (ii) with
     respect to Long-Term Incentive Contribution Amounts, the applicable period
     of Participant's service during which such amounts were measured and
     credited, as provided in the Countrywide Securities Corporation long-term
     incentive plan or any other long-term incentive arrangement, designated by
     the Committee, in effect for the applicable period, and (iii) with respect
     to Annual Company Contribution Amounts, the calendar year during which such
     Annual Company Contribution Amounts shall be deemed measured and earned, as
     described more fully in Section 3.3.

1.39. "Survivor Benefit" shall mean the benefit set forth in Article 9.

1.40. "Termination Benefit" shall mean the benefit set forth in Article 7.

1.41. "Termination of Employment" shall mean severing the status of an Employee
     with all Employers, voluntarily or involuntarily, for any reason other than
     a Covered Termination, Retirement, Disability, death or an authorized leave
     of absence.

1.42. "Threshold" shall mean the Retirement Compensation threshold set forth in
     the Participant's Participation Agreement. As soon a reasonably practicable
     after the beginning of each Plan Year, the Employer shall, in its sole
     discretion, establish the Participant's Threshold for that Plan Year and
     shall notify the Participant in writing of the Threshold via an addendum to
     the Participant's Participation Agreement.


                                      -5-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

1.43. "Trust" shall mean one or more trusts established by the Company in
     accordance with Article 16.

1.44. "Unforeseeable Financial Emergency" shall mean an unanticipated emergency
     that is caused by an event beyond the control of the Participant that would
     result in severe financial hardship to the Participant resulting from (i) a
     sudden and unexpected illness or accident of the Participant or a dependent
     of the Participant, (ii) a loss of the Participant's property due to
     casualty, or (iii) such other extraordinary and unforeseeable circumstances
     arising as a result of events beyond the control of the Participant, all as
     determined in the sole discretion of the Committee.

1.45. "Years of Plan Participation" shall mean the total number of full Plan
     Years a Participant has been a Participant in the Plan prior to his or her
     severance from employment from all Employers for any reason other than a
     leave of absence, death or Disability (determined without regard to whether
     deferral elections have been made by the Participant for any Plan Year).
     Any partial year shall not be counted. Notwithstanding the previous
     sentence, a Participant's first Plan Year of participation shall be treated
     as a full Plan Year for purposes of this definition, even if it is only a
     partial Plan Year of participation or relates to the First Plan Year.

1.46. "Years of Service" shall mean the total number of full years in which a
     Participant has been employed by one or more Employers. For purposes of
     this definition, a year of employment shall be a 365 day period (or 366 day
     period in the case of a leap year) that, for the first year of employment,
     commences on the Employee's date of hiring and that, for any subsequent
     year, commences on an anniversary of that hiring date. The Committee shall
     make a determination as to whether any partial year of employment shall be
     counted as a Year of Service. If a Participant terminates employment and is
     subsequently reemployed by any Employer, the Participant's service before
     reemployment shall be disregarded unless the Committee determines otherwise
     in a Participation Agreement or other written document.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1  SELECTION BY COMMITTEE.  Participation in the Plan shall be limited to a
     select group of management and highly compensated Employees of the
     Employer, as determined by the Committee in its sole discretion. From that
     group, the Committee shall select, in its sole discretion, Employees to
     participate in the Plan.

2.2  ENROLLMENT REQUIREMENTS.  As a condition to participation, each selected
     Employee shall complete, execute and return to the Committee a
     Participation Agreement, a Deferral Election Form, a Distribution Election
     Form, an Investment Election Form, and


                                      -6-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

     a Beneficiary Designation Form, all within thirty (30) days after he or she
     is selected to participate in the Plan. In addition, the Committee shall
     establish from time to time such other enrollment requirements as it
     determines in its sole discretion are necessary.

2.3  ELIGIBILITY; COMMENCEMENT OF PARTICIPATION.  Provided an Employee selected
     to participate in the Plan has met all enrollment requirements set forth in
     this Plan and required by the Committee, including returning all required
     documents to the Committee in a form accepted by the Committee within the
     specified time period, that Employee shall commence participation in the
     Plan on the first day of the month following the month in which the
     Employee has satisfied all enrollment requirements.

2.4  TERMINATION OF PARTICIPATION.  If the Committee determines in good faith
     that a Participant no longer qualifies as a member of a select group of
     management or highly compensated employees, as membership in such group is
     determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of
     ERISA, the Committee shall have the right, in its sole discretion, to cease
     contributing Annual Deferral Amounts to the Participant's Deferral Account
     and Annual Company Contribution Amounts to the Participant's Company
     Contribution Account.

                                    ARTICLE 3
           DEFERRAL AMOUNTS/LONG-TERM INCENTIVE CONTRIBUTION AMOUNTS/
                 COMPANY CONTRIBUTION AMOUNTS/VESTING/CONTINGENT
                             AMOUNTS/CREDITING/TAXES

3.1  ANNUAL DEFERRAL AMOUNTS

               (a) To the extent authorized by the Committee on an Election Form
for a Plan Year, a Participant may irrevocably elect to defer into his or her
Deferral Account Qualified Compensation that would otherwise be payable to the
Participant for services rendered during the Plan Year, subject to such
conditions or limitations set forth in the Deferral Election Form.

               (b) A Participant shall make an election pursuant to this Section
3.1 by completing and delivering his or her Deferral Election Form to the
Committee no later than the December 31st (or such earlier date as the Committee
in its discretion may establish for administrative ease) preceding the Plan Year
during which the Participant is expected to perform the services to which the
Qualified Compensation relates.

               (c) Notwithstanding the preceding paragraph, (i) an Employee who
first becomes eligible to participate in the Plan may complete and deliver to
the Committee his or her Deferral Election Form within thirty (30) days after he
or she is selected to participate in the Plan, in which event the Deferral
Election Form shall apply only to Qualified Compensation that would otherwise be
payable for services performed after such deferral election is made, (ii) a
Participant may make a deferral election with respect to Qualified Compensation
that qualifies as


                                      -7-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

performance-based compensation under Code Section 409A no later than 6-months
before the end of the performance period to which such Qualified Compensation
relates, and (iii) a Participant may make a deferral election with respect to a
discretionary bonus that would otherwise be paid to the Participant in 2005 for
services rendered in 2004, without regard to clauses (i) and (ii) of this
paragraph, provided the Participant makes such election no later than March 15,
2005 and such discretionary bonus has not been paid or become payable on or
before the date of the Participant's election.

3.2  LONG-TERM INCENTIVE CONTRIBUTION AMOUNTS.  In connection with a
     Participant's commencement of participation in the Plan during the First
     Plan Year, the Employer shall credit to the Participant's Long-Term
     Incentive Account an amount equal to 110-percent of any compensation that
     (i) would have become payable to a Participant under the Countrywide
     Securities Corporation Long-Term Incentive Plan or any other long-term
     incentive arrangement, as determined by the Committee, had such
     arrangements been continued by the Employer, (ii) is attributable to
     Service Periods beginning after February 28, 2001, excluding amounts that
     are payable in 2004, and (iii) remains contingent upon the Participant's
     performance of future services. Long-Term Incentive Contribution Amounts
     shall be credited to a Participant's Long-Term Incentive Account within 30
     days after the later of September 1, 2003 or the date the Participant
     enrolls in the Plan pursuant to Section 2.2.

3.3  ANNUAL COMPANY CONTRIBUTION AMOUNT.

               (a) For each Plan Year, an Employer may be required to credit
amounts to a Participant's Company Contribution Account in accordance with
employment or other agreements entered into between the Participant and the
Employer. Such amounts shall be credited on the date or dates prescribed by such
agreements, or if not provided in such agreements, such amounts shall be
credited on a date or dates to be determined by the Committee in its sole
discretion.

               (b) For each Plan Year, the Employer shall credit to a
Participant's Company Contribution Account an amount equal to the Participant's
Retirement Compensation in excess of the Threshold. The Annual Company
Contribution Amount described in this Section 3.3(b) if any, shall be credited
on the last day of the first calendar month following the Service Period to
which such amount relates, as determined by the Committee in its sole
discretion.

3.4  VESTING.

               (a) A Participant shall vest in the Annual Company Contribution
Amount described in Section 3.3(a) plus amounts credited or debited on such
amounts (pursuant


                                      -8-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

to Section 3.6), in accordance with the vesting schedule(s) set forth in his or
her Participation Agreement, employment agreement or any other agreement entered
into between the Participant and his or her Employer. If not addressed in such
agreements, a Participant shall vest in such amounts in accordance with the
schedule declared by the Committee in its sole discretion.

               (b) A Participant shall vest in his or her Long-Term Incentive
Contribution Amounts and Annual Company Contributions described in Section
3.3(b), plus amounts credited or debited on such amounts (pursuant to Section
3.6), on the last day of the calendar month following the first (1st), second
(2nd) or third (3rd) anniversary of the Service Period to which such amounts
relate, in accordance with the schedule set forth below; provided, however, the
Participant must remain in continuous service as an Employee through the last
day of the calendar month following the anniversary of the Service Period to
which such amounts relate, in order to receive vesting credit for such Service
Period. A new vesting schedule shall apply to each Long-Term Incentive
Contribution Amount credited to the Participant's Long-Term Incentive Account
and to each Annual Company Contribution described in Section 3.3(b) credited to
the Participant's Company Contribution Account.

<TABLE>
<CAPTION>
TIME ELAPSED AFTER THE END OF THE SERVICE
      PERIOD TO WHICH AMOUNTS RELATE        VESTED PERCENTAGE
-----------------------------------------   -----------------
<S>                                         <C>
             Less than 1 year                      None
     1 year or more, but less than 2                15%
     2 years or more, but less than 3               40%
             3 years or more                       100%
</TABLE>

               (c) A Participant's Annual Deferral Amount may be either fully
vested or unvested as specified by the Committee on the applicable Deferral
Election Form. Unless otherwise specified by the Committee on the applicable
Deferral Election Form, a Participant shall vest in his her unvested Annual
Deferral Amounts, plus amounts credited or debited on such amounts (pursuant to
Section 3.6), in accordance with Section 3.4(b).

3.5  EFFECT OF A PARTICIPANT'S COVERED TERMINATION, RETIREMENT, DEATH WHILE
     EMPLOYED BY AN EMPLOYER OR DISABILITY

               (a) Notwithstanding anything to the contrary contained in Section
3.4, in the event of a Participant's Covered Termination, or upon a
Participant's death while employed by an Employer or Disability, any amounts
which are not vested in accordance with Section 3.4, shall immediately become
vested and nonforfeitable. Upon a Participant's Retirement, the Committee in its
sole discretion may provide that any amounts that are not vested in accordance
with Section 3.4 shall immediately become vested and nonforfeitable.


                                      -9-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

               (b) Notwithstanding subsection 3.5(a) above, upon a Participant's
Covered Termination, the applicable vesting schedule for amounts described in
Section 3.3 shall not be accelerated to the extent that the Committee determines
that such release and/or acceleration would cause a loss of an Employer's tax
deductions associated with such amounts under section 280G of the Code. Pursuant
to such a determination, the Participant may request independent verification of
the Committee's calculations with respect to the application of section 280G. In
such case, the Committee must provide to the Participant within ninety (90) days
of such a request an opinion from a nationally recognized accounting firm
selected by the Participant (the "Accounting Firm"). The opinion shall state the
Accounting Firm's opinion that any limitation in the vested percentage and/or
released percentage hereunder is necessary to avoid the limits of section 280G
and contain supporting calculations. The cost of such opinion shall be paid for
by the Company.

               (c) Section 3.5(b) shall not prevent the acceleration of the
applicable vesting schedule for amounts described in Section 3.4, if such
Participant is entitled to a "gross-up" payment, to eliminate the effect of the
Code section 4999 excise tax, pursuant to his or her employment agreement or
other agreement entered into between such Participant and the Employer.

3.6  CREDITING/DEBITING OF ACCOUNT BALANCES.  Effective September 1, 2003, in
     accordance with, and subject to, the rules and procedures that are
     established from time to time by the Committee, in its sole discretion,
     amounts shall be credited or debited to a Participant's Account Balance in
     accordance with the following rules:

               (a) MEASUREMENT FUNDS.  Subject to the restrictions found in
Section 3.6(c) below, the Participant may elect one or more of the measurement
funds selected by the Committee, in its sole discretion, which are based on
certain mutual funds (the "Measurement Funds"), for the purpose of crediting or
debiting additional amounts to his or her Account Balance. As necessary or
desired within the Committee's discretion, the Committee may, in its sole
discretion, discontinue, substitute or add a Measurement Fund. Each such action
will take effect as of the first day of the first calendar quarter that begins
at least thirty (30) days after the day on which the Committee gives
Participants advance written notice of such change.

               (b) ELECTION OF MEASUREMENT FUNDS.  Subject to the restrictions
found in Section 3.6(c) below, a Participant, in connection with his or her
initial enrollment in accordance with Section 2.2 above, shall elect, on the
Investment Election Form, one or more Measurement Fund(s) (as described in
Section 3.6(a) above) to be used to determine the amounts to be credited or
debited to his or her Account Balance. If a Participant does not elect any of
the Measurement Funds as described in the previous sentence, the Participant's
Account Balance shall automatically be allocated into the lowest-risk
Measurement Fund, as determined by the Committee, in its sole discretion.
Subject to the restrictions found in Section 3.6(c) below, the Participant may
(but is not required to) elect, by submitting an Investment Election Form to the


                                      -10-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

Committee that is accepted by the Committee, to add or delete one or more
Measurement Fund(s) to be used to determine the amounts to be credited or
debited to his or her Account Balance, or to change the portion of his or her
Account Balance allocated to each previously or newly elected Measurement Fund.
If an election is made in accordance with the previous sentence, it shall apply
as of the first business day of the month immediately following the date of the
election, and shall continue thereafter for each subsequent day in which the
Participant participates in the Plan, unless changed in accordance with the
previous sentence.

               (c) FIXED RATE FUND OR OTHER SPECIAL MEASUREMENT FUND.  If the
Committee, in its sole discretion, adds a Fixed Rate Fund Measurement Fund or
other special Measurement Fund to this Plan, the provisions this Section 3.6(c)
shall apply. Prior to each Plan Year, the Committee shall, in its sole
discretion, determine whether it (i) will allow allocations to and/or from the
Fixed Rate Fund Measurement Fund or other special Measurement Fund, (ii) will
require allocations to and/or from the Fixed Rate Fund Measurement Fund or other
special Measurement Fund only upon advance written notification of a
Participant's intended allocation, and (iii) will impose limits on the portion
of a Participant's Account Balance that may be invested in the Fixed Rate Fund
Measurement Fund or other special Measurement Fund, at any given time. In the
event that the Committee imposes a limit on the portion of a Participant's
Account Balance that may be invested in the Fixed Rate Fund Measurement Fund or
other special Measurement Fund, the Committee may request that a Participant
re-allocate his or her Account Balance among the other Measurement Funds;
provided, however, if a Participant fails or refuses to re-allocate his or her
Account Balance in accordance with the Committee's request, the Committee may
re-allocate that portion of the Participant's Account Balance which is in excess
of the limits imposed on the Fixed Rate Fund Measurement Fund or other special
Measurement Fund, on a pro-rata basis, among the Measurement Funds to which the
Participant's Account Balance is allocated.

               (d) PROPORTIONATE ALLOCATION.  In making any election described
in Section 3.6(b) above, the Participant shall specify on the Investment
Election Form, in increments of one percent (1%), the percentage of his or her
Account Balance to be allocated to a Measurement Fund (as if the Participant was
making an investment in that Measurement Fund with that portion of his or her
Account Balance).

               (e) CREDITING OR DEBITING METHOD.  The performance of each
Measurement Fund (either positive or negative) will be determined by the
Committee, in its sole discretion on a daily basis based on the manner in which
such Participant's Account Balance has been hypothetically allocated among the
Measurement Funds by the Participant.

               (f) NO ACTUAL INVESTMENT.  Notwithstanding any other provision of
this Plan that may be interpreted to the contrary, the Measurement Funds are to
be used for measurement purposes only, and a Participant's election of any such
Measurement Fund, the allocation of his or her Account Balance thereto, the
calculation of additional amounts and the


                                      -11-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

crediting or debiting of such amounts to a Participant's Account Balance shall
not be considered or construed in any manner as an actual investment of his or
her Account Balance in any such Measurement Fund. In the event that the Company
or the Trustee (as that term is defined in the Trust), in its own discretion,
decides to invest funds in any or all of the investments on which the
Measurement Funds are based, no Participant shall have any rights in or to such
investments themselves. Without limiting the foregoing, a Participant's Account
Balance shall at all times be a bookkeeping entry only and shall not represent
any investment made on his or her behalf by the Company or the Trust; the
Participant shall at all times remain an unsecured creditor of the Company.

3.7  FICA AND OTHER TAXES.

               (a) NONFORFEITABLE CONTRIBUTIONS.  When any portion of a
Participant's Account Balance becomes vested and nonforfeitable, the
Participant's Employer(s) shall withhold from the Participant's cash
compensation, in a manner determined by the Employer(s), the Participant's share
of FICA and other employment taxes. If necessary, the Committee may reduce the
vested and nonforfeitable portion of the Participant's Account Balance Account,
as applicable, in order to comply with this Section 3.7.

               (b) DISTRIBUTIONS.  The Participant's Employer(s), or the trustee
of the Trust, shall withhold from any payments made to a Participant under this
Plan all federal, state and local income, employment and other taxes required to
be withheld by the Employer(s), or the trustee of the Trust, in connection with
such payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust.

                                    ARTICLE 4
          UNFORESEEABLE FINANCIAL EMERGENCIES; SCHEDULED DISTRIBUTIONS

4.1  WITHDRAWAL FOR UNFORESEEABLE FINANCIAL EMERGENCIES.

               (a) If the Participant experiences an Unforeseeable Financial
Emergency during employment or after termination due to Disability or
Retirement, the Participant may petition the Committee to receive a partial or
full payout from the Plan. The Participant shall only receive a payout from the
Plan to the extent such payout is deemed necessary by the Committee to satisfy
the Participant's Unforeseeable Financial Emergency.

               (b) The payout shall not exceed the lesser of (i) the vested and
nonforfeitable portion of the Participant's Account Balance, calculated as of
the close of business on or around the date on which the amount becomes payable,
as determined by the Committee in its sole discretion, or (ii) the amount
reasonably needed to satisfy the Unforeseeable Financial Emergency.
Notwithstanding the foregoing, a Participant may not receive a payout from the
Plan to the extent that the Unforeseeable Financial Emergency is or may be
relieved (A) through reimbursement or compensation by insurance or otherwise, or
(B) by liquidation of the


                                      -12-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

Participant's assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship.

               (c) If the Committee, in its sole discretion, approves a
Participant's petition for payout, the Participant shall receive a payout from
the Plan within sixty (60) days of the date of such approval.

4.2  SCHEDULED DISTRIBUTIONS.  To the extent authorized by the Committee on a
     Distribution Election Form, a Participant may irrevocably elect to receive
     a distribution of all or a portion of his or her vested Annual Deferral
     Amount and/or vested Annual Company Contribution Amount (plus the
     associated investment earnings and losses credited to such amounts in
     accordance with Section 3.6) at a specified time or pursuant to a fixed
     schedule. A Participant must make his or her Scheduled Distribution
     Election (i) with respect to Annual Company Contribution Amounts, before
     the beginning of the Plan Year on which the Annual Company Contribution
     Amount is based, and (ii) with respect to Annual Deferral Amounts, at the
     same time the Participant submits his or her Deferral Election From for the
     Annual Deferral Amount in accordance with Section 3.1. Notwithstanding the
     preceding sentence, to the extent authorized by the Committee in a
     Distribution Election Form, a Participant may elect a Scheduled
     Distribution for all or part of the Participant's Account Balance provided
     the election is made on or before December 31, 2005. The Participant (or
     his or her Beneficiary) shall be paid the Scheduled Distribution in a lump
     sum within 60 days of time(s) specified on the Distribution Election Form.

                                    ARTICLE 5
                           COVERED TERMINATION BENEFIT

5.1  COVERED TERMINATION BENEFIT.  A Participant will receive a Covered
     Termination Benefit if he or she experiences a Covered Termination prior to
     becoming eligible for the benefits provided in Articles 6, 7, 8 or 9 in
     accordance with the provisions of those Articles. The Covered Termination
     Benefit shall be equal to the Participant's Account Balance that is not
     subject to a Scheduled Distribution Election, calculated as of the close of
     business on or around the date on which the Participant experiences the
     Covered Termination, as determined by the Committee in its sole discretion.

5.2  PAYMENT OF CHANGE IN CONTROL BENEFIT.  A Participant, in connection with
     his or her commencement of participation in the Plan, may elect on a
     Distribution Election Form to receive the Covered Termination Benefit in a
     lump sum or pursuant to a Semi-Monthly Installment Method over thirty-six
     (36) months. If a Participant does not make any election with respect to
     the payment of the Covered Termination Benefit, then such benefit shall be
     payable in a lump sum. The lump sum payment shall be made, or installment
     payments shall commence, no later than sixty (60) days after the date on


                                      -13-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

     which the Participant experiences a Covered Termination, as determined by
     the Committee in its sole discretion, provided that if the Participant is a
     Key Employee, such payment(s) shall not commence until six months after the
     date on which the Participant experiences a Covered Termination. Remaining
     installments, if any, shall be paid no later than fifteen (15) days after
     the preceding installment payment.

                                    ARTICLE 6
                               RETIREMENT BENEFIT

6.1  RETIREMENT BENEFIT.  A Participant who Retires shall receive, as a
     Retirement Benefit, his or her vested and nonforfeitable portion of the
     Account Balance that is not subject to a Scheduled Distribution Election,
     calculated as of the close of business on or as soon as administratively
     feasible following the date on which the Participant Retires, as determined
     by the Committee in its sole discretion.

6.2  PAYMENT OF RETIREMENT BENEFIT.  A Participant, in connection with his or
     her commencement of participation in the Plan, shall elect on a
     Distribution Election Form to receive the Retirement Benefit in a lump sum
     or pursuant to a Semi-Monthly Installment Method of 60, 120 or 180 months.
     The Distribution Election Form most recently accepted by the Committee
     shall govern the payout of the Retirement Benefit. If a Participant does
     not make any election with respect to the payment of the Retirement
     Benefit, then such benefit shall be payable in a lump sum. The lump sum
     payment shall be made, or installment payments shall commence, no later
     than sixty (60) days after the date on which the Participant Retires, as
     determined by the Committee in its sole discretion, provided that if the
     Participant is a Key Employee, such payment(s) shall not commence until six
     months after the date on which the Participant Retires. Remaining
     installments, if any, shall be paid no later than fifteen (15) days after
     the preceding installment payment.

                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1  TERMINATION BENEFIT.  A Participant who experiences a Termination of
     Employment, as determined by the Committee in its sole discretion, shall
     receive a Termination Benefit, which shall be equal to the Participant's
     vested and nonforfeitable portion of the Account Balance that is not
     subject to a Scheduled Distribution Election,, calculated as of the close
     of business on or as soon as administratively feasible following the date
     on which the Participant experiences a Termination of Employment.

7.2  PAYMENT OF TERMINATION BENEFIT.  The Termination Benefit shall be paid to
     the Participant in a lump sum payment no later than sixty (60) days after
     the date on which the Participant experiences the Termination of
     Employment, provided that if the


                                      -14-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

     Participant is a Key Employee, such payment shall not be made until six
     months after the date on which the Participant experiences a Termination of
     Employment.

                                    ARTICLE 8
                    CONTINUED ELIGIBILITY; DISABILITY BENEFIT

8.1  CONTINUED ELIGIBILITY.  A Participant suffering a Disability shall, for
     benefit purposes under this Plan, continue to be considered to be employed
     and shall be eligible for the benefits provided for in Articles 4, 5, 6, 7,
     8 or 9 in accordance with the provisions of those Articles. Notwithstanding
     the above, the Committee shall have the right to, in its sole and absolute
     discretion and for purposes of this Plan only, deem the Participant's
     employment to have terminated at any time after such Participant is
     determined to be suffering a Disability.

8.2  DEEMED TERMINATION OF EMPLOYMENT.  If, in the Committee's discretion, the
     Disabled Participant's employment has terminated, and such Participant is
     not otherwise eligible to Retire, the Participant shall be deemed to have
     experienced a Termination of Employment for purposes of this Plan and will
     receive a Disability Benefit. The Disability Benefit shall be equal to his
     or her vested and unvested Account Balance that is not subject to a
     Scheduled Distribution Election,, calculated as of the close of business on
     or as soon as administratively feasible following the date on which the
     Disabled Participant is deemed to have experienced a Termination of
     Employment as determined by the Committee in its sole discretion. The
     Participant shall receive his or her Disability Benefit in a lump sum
     payment no later than sixty (60) days after the date on which the Committee
     deems the Disabled Participant to have experienced a Termination of
     Employment.

8.3  DEEMED RETIREMENT.  If, in the Committee's discretion, the Disabled
     Participant's employment has terminated, and such Participant is otherwise
     eligible to Retire, the Participant shall be deemed to have Retired for
     purposes of this Plan and will receive a Disability Benefit. The Disability
     Benefit shall be equal to his or her vested and unvested Account Balance,
     calculated as of the close of business on or as soon as administratively
     feasible following the date on which the Participant is deemed to have
     Retired, as determined by the Committee in its sole discretion. The
     Participant shall receive his or her Disability Benefit in the same form in
     which such Participant elected to receive his or her Retirement Benefit.
     The lump sum payment shall be made, or installment payments shall commence,
     no later than sixty (60) days after the date on which the Disabled
     Participant is deemed to have Retired. Remaining installments, if any,
     shall be paid no later than fifteen (15) days after the preceding
     installment payment.


                                      -15-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

                                    ARTICLE 9
                                SURVIVOR BENEFIT

9.1  SURVIVOR BENEFIT.  The Participant's Beneficiary(ies) shall receive a
     Survivor Benefit upon the Participant's death which will be equal to the
     Participant's vested and unvested Account Balance, calculated as of the
     close of business on or around the date of the Participant's death, as
     selected by the Committee in its sole discretion, if the Participant dies
     prior to (i) his or her Retirement, Covered Termination, Termination of
     Employment or Disability, or (ii) the complete distribution of
     Participant's Retirement Benefit, Change in Control Benefit or Disability
     Benefit, calculated as of the close of business on or around the date of
     the Participant's death, as selected by the Committee in its sole
     discretion.

9.2  PAYMENT OF SURVIVOR BENEFIT.  The Survivor Benefit shall be paid to the
     Participant's Beneficiary(ies) in a lump sum payment no later than sixty
     (60) days after the date on which the Committee is provided with proof that
     is satisfactory to the Committee of the Participant's death.

                                   ARTICLE 10
                             BENEFICIARY DESIGNATION

10.1 BENEFICIARY.  Each Participant shall have the right, at any time, to
     designate his or her Beneficiary(ies) (both primary as well as contingent)
     to receive any benefits payable under the Plan to a beneficiary upon the
     death of a Participant. The Beneficiary designated under this Plan may be
     the same as or different from the Beneficiary designation under any other
     plan of an Employer in which the Participant participates. In the event any
     amount is payable under the Plan to a minor, payment shall not be made to
     the minor, but instead be paid (a) to that person's living parent(s) to act
     as custodian, (b) if that person's parents are then divorced, and one
     parent is the sole custodial parent, to such custodial parent, or (c) if no
     parent of that person is then living, to a custodian selected by the
     Committee to hold the funds for the minor under the Uniform Transfers of
     Gifts to Minors Act in effect in the jurisdiction in which the minor
     resides. If no parent is living and the Committee decides not to select
     another custodian to hold the funds for the minor, then payment shall be
     made to the duly appointed and currently acting guardian of the estate for
     the minor or, if no guardian of the estate for the minor is duly appointed
     and currently acting within 60 days after the date the amount becomes
     payable, payment shall be deposited with the court having jurisdiction over
     the estate of the minor.

10.2 BENEFICIARY DESIGNATION; CHANGE OF BENEFICIARY DESIGNATION.  A Participant
     shall designate his or her Beneficiary by completing and signing the
     Beneficiary Designation Form, and returning it to the Committee or its
     designated agent. A Participant shall have the right to change a
     Beneficiary by completing, signing and otherwise complying with


                                      -16-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

     the terms of the Beneficiary Designation Form and the Committee's rules and
     procedures, as in effect from time to time. Upon the acceptance by the
     Committee of a new Beneficiary Designation Form, all Beneficiary
     designations previously filed shall be canceled. The Committee shall be
     entitled to rely on the last Beneficiary Designation Form filed by the
     Participant and accepted by the Committee prior to his or her death.

10.3 ACKNOWLEDGMENT.  No designation or change in designation of a Beneficiary
     shall be effective until received and acknowledged in writing by the
     Committee or its designated agent.

10.4 NO BENEFICIARY DESIGNATION.  If a Participant fails to designate a
     Beneficiary as provided in Sections 10.1 and 10.2 above or, if all
     designated Beneficiaries predecease the Participant or die prior to
     complete distribution of the Participant's benefits, then the Participant's
     designated Beneficiary shall be deemed to be his or her surviving spouse.
     If the Participant has no surviving spouse, the benefits remaining under
     the Plan to be paid to a Beneficiary shall be payable to the executor or
     personal representative of the Participant's estate.

10.5 DOUBT AS TO BENEFICIARY.  If the Committee has any doubt as to the proper
     Beneficiary to receive payments pursuant to this Plan, the Committee shall
     have the right, exercisable in its discretion, to cause the Participant's
     Employer to withhold such payments until this matter is resolved to the
     Committee's satisfaction.

10.6 DISCHARGE OF OBLIGATIONS.  The payment of benefits under the Plan to a
     Beneficiary shall fully and completely discharge all Employers and the
     Committee from all further obligations under this Plan with respect to the
     Participant, and that Participant's Participation Agreement shall terminate
     upon such full payment of benefits.

                                   ARTICLE 11
                                LEAVE OF ABSENCE

11.1 LEAVE OF ABSENCE.  If a Participant is authorized by the Participant's
     Employer to take a paid or unpaid leave of absence from the employment of
     the Employer, the Participant (i) shall continue to be considered eligible
     for the benefits provided in Articles 4, 5, 6, 7, 8 or 9 in accordance with
     the provisions of those Articles, including vesting of Long-Term Incentive
     Contribution Amounts and Annual Company Contributions unless otherwise
     determined by the Employer in granting the leave of absence, and (ii) shall
     not be eligible to receive future Annual Company Contributions described in
     Section 3.3(b).


                                      -17-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

                                   ARTICLE 12
                     TERMINATION, AMENDMENT OR MODIFICATION

12.1 TERMINATION.  Although each Employer anticipates that it will continue the
     Plan for an indefinite period of time, there is no guarantee that any
     Employer will continue the Plan or will not terminate the Plan at any time
     in the future. Accordingly, each Employer reserves the right to discontinue
     its sponsorship of the Plan and/or to terminate the Plan at any time with
     respect to any or all of its participating Employees, by action of its
     board of directors. Upon the termination of the Plan with respect to any
     Employer, the Participation Agreements of the affected Participants who are
     employed by that Employer shall terminate, and their vested and
     nonforfeitable portion of their Account Balances shall be determined (i) as
     if they had experienced a Termination of Employment on the date of Plan
     termination if that date is before a Change in Control; (ii) as if they had
     experienced a Covered Termination on the date of Plan termination if that
     date is on or after a Change in control; or (iii) if Plan termination
     occurs after the date upon which a Participant was eligible to Retire, then
     with respect to that Participant as if he or she had Retired on the date of
     Plan termination. Such benefits shall be paid to the Participants as
     follows: (i) prior to a Change in Control, if the Plan is terminated with
     respect to all of its Participants, an Employer shall have the right, in
     its sole discretion, and notwithstanding any elections made by the
     Participant, to pay such benefits in a lump sum or pursuant to a
     Semi-Monthly Installment Method determined by the Committee of up to 180
     months, with amounts credited and debited during the installment period as
     provided herein; or (ii) prior to a Change in Control, if the Plan is
     terminated with respect to less than all of its Participants, an Employer
     shall be required to pay such benefits in accordance with Articles 6, 7, 8
     and 9; or (iii) after a Change in Control, if the Plan is terminated with
     respect to some or all of its Participants, the Employer shall be required
     to pay such benefits in accordance with Section 5.2. The termination of the
     Plan shall not adversely affect any Participant or Beneficiary who has
     become entitled to the payment of any vested and nonforfeitable benefits
     under the Plan as of the date of termination; provided however, that the
     Employer shall have the right to accelerate installment payments without a
     premium or prepayment penalty by paying the vested and nonforfeitable
     portion of the Account Balance in a lump sum or pursuant to a Semi-Monthly
     Installment Method using fewer months (provided that the present value of
     all payments that will have been received by a Participant at any given
     point of time under the different payment schedule shall equal or exceed
     the present value of all payments that would have been received at that
     point in time under the original payment schedule). If the Plan is
     terminated and a Participant would not otherwise be entitled to his or her
     entire Long-Term Incentive Account balance, the unvested portion(s) of the
     Participant's Long-Term Incentive Account balance shall become vested and
     be distributed to the Participant within sixty (60) days after the date on
     which such portion(s) would otherwise have become vested pursuant to
     Section 3.3(b) of the Plan had it not terminated; provided,


                                      -18-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

     however, the Participant must remain in continuous service as an Employee
     through such vesting date in order to receive a distribution of that
     portion.

12.2 AMENDMENT.  Any Employer may, at any time, amend or modify the Plan in
     whole or in part with respect to that Employer by the action of its board
     of directors; provided, however, that: (i) no amendment or modification
     shall be effective to decrease or restrict the value of a Participant's
     vested and nonforfeitable portion of the Account Balance in existence at
     the time the amendment or modification is made, calculated as if the
     Participant had experienced a Termination of Employment as of the effective
     date of the amendment or modification or, if the amendment or modification
     occurs after the date upon which the Participant was eligible to Retire,
     the Participant had Retired as of the effective date of the amendment or
     modification, and (ii) no amendment or modification of this Section 12.2 of
     the Plan shall be effective. The amendment or modification of the Plan
     shall not affect any Participant or Beneficiary who has become entitled to
     the payment of vested and nonforfeitable under the Plan as of the date of
     the amendment or modification; provided, however, that the Employer shall
     have the right to accelerate installment payments by paying the vested and
     nonforfeitable portion of the Account Balance in a lump sum or pursuant to
     an Semi-Monthly Installment Method using fewer months (provided that the
     present value of all payments that will have been received by a Participant
     at any given point of time under the different payment schedule shall equal
     or exceed the present value of all payments that would have been received
     at that point in time under the original payment schedule). Nothing in this
     Section 12.2 shall prevent the Employer from amending or modifying the Plan
     at any time to preserve its intended tax consequences.

12.3 PARTICIPATION AGREEMENT.  Despite the provisions of Sections 12.1 and 12.1
     above, if a Participant's Participation Agreement contains benefits or
     limitations that are not addressed in this Plan document, the Employer may
     only amend or terminate such provisions with the written consent of the
     Participant. Notwithstanding the preceding sentence, an Employer may
     modify, amend or discontinue Annual Company Contributions described in
     Section 3.2(b) at any time for any reason.

12.4 EFFECT OF PAYMENT.  The full payment of the Participant's vested and
     nonforfeitable portion of the Account Balance under Articles 4, 5, 6, 7, 8
     or 9 of the Plan shall completely discharge all obligations to a
     Participant and his or her designated Beneficiaries under this Plan and the
     Participant's Participation Agreement shall terminate.


                                      -19-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

                                   ARTICLE 13
                                 ADMINISTRATION

13.1 COMMITTEE DUTIES.  Except as otherwise provided in this Article 13, this
     Plan shall be administered by a Committee, which shall consist of the Chief
     Administrative Officer, Managing Director of Human Resources and Managing
     Director, President and Chief Executive Officer of Countrywide Securities
     Corporation. Members of the Committee may be Participants under this Plan.
     The Committee shall also have the discretion and authority to (i) make,
     amend, interpret, and enforce all appropriate rules and regulations for the
     administration of this Plan and (ii) decide or resolve any and all
     questions including interpretations of this Plan, as may arise in
     connection with the Plan. Any individual serving on the Committee who is a
     Participant shall not vote or act on any matter relating solely to himself
     or herself. When making a determination or calculation, the Committee shall
     be entitled to rely on information furnished by a Participant or the
     Company.

13.2 ADMINISTRATION UPON CHANGE IN CONTROL.  For purposes of this Plan, the
     Committee shall be the "Administrator" at all times prior to the occurrence
     of a Change in Control. Within one-hundred and twenty (120) days following
     a Change in Control, an independent third party "Administrator" may be
     selected by the individual who, immediately prior to the Change in Control,
     was the Company's Chief Executive Officer or, if not so identified, the
     Company's highest ranking officer (the "Ex-CEO"), and approved by the
     Trustee. The Committee, as constituted prior to the Change in Control,
     shall continue to be the Administrator until the earlier of (i) the date on
     which such independent third party is selected and approved, or (ii) the
     expiration of the one-hundred and twenty (120) day period following the
     Change in Control. If an independent third party is not selected within
     one-hundred and twenty (120) days of such Change in Control, the Committee,
     as described in Section 13.1 above, shall be the Administrator. The
     Administrator shall have the discretionary power to determine all questions
     arising in connection with the administration of the Plan and the
     interpretation of the Plan and Trust including, but not limited to benefit
     entitlement determinations; provided, however, upon and after the
     occurrence of a Change in Control, the Administrator shall have no power to
     direct the investment of Plan or Trust assets or select any investment
     manager or custodial firm for the Plan or Trust. Upon and after the
     occurrence of a Change in Control, the Company must: (1) pay all reasonable
     administrative expenses and fees of the Administrator; (2) indemnify the
     Administrator against any costs, expenses and liabilities including,
     without limitation, attorney's fees and expenses arising in connection with
     the performance of the Administrator hereunder, except with respect to
     matters resulting from the gross negligence or willful misconduct of the
     Administrator or its employees or agents; and (3) supply full and timely
     information to the Administrator on all matters relating to the Plan, the
     Trust, the Participants and their Beneficiaries, the Account Balances of
     the Participants, the date and circumstances of the Retirement,


                                      -20-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

     Disability, Covered Termination, death or Termination of Employment of the
     Participants, and such other pertinent information as the Administrator may
     reasonably require. Upon and after a Change in Control, the Administrator
     may be terminated (and a replacement appointed) by the Trustee only with
     the approval of the Ex-CEO. Upon and after a Change in Control, the
     Administrator may not be terminated by the Company.

13.3 AGENTS.  In the administration of this Plan, the Committee may, from time
     to time, employ agents and delegate to them such administrative duties as
     it sees fit (including acting through a duly appointed representative) and
     may from time to time consult with counsel who may be counsel to any
     Employer.

13.4 BINDING EFFECT OF DECISIONS.  The decision or action of the Administrator
     with respect to any question arising out of or in connection with the
     administration, interpretation and application of the Plan and the rules
     and regulations promulgated hereunder shall be final and conclusive and
     binding upon all persons having any interest in the Plan.

13.5 INDEMNITY OF COMMITTEE.  All Employers shall indemnify and hold harmless
     the members of the Committee, any Employee to whom the duties of the
     Committee may be delegated, and the Administrator against any and all
     claims, losses, damages, expenses or liabilities arising from any action or
     failure to act with respect to this Plan, except in the case of willful
     misconduct by the Committee, any of its members, any such Employee or the
     Administrator.

13.6 EMPLOYER INFORMATION.  To enable the Committee and/or Administrator to
     perform its functions, the Company and each Employer shall supply full and
     timely information to the Committee and/or Administrator, as the case may
     be, on all matters relating to the compensation of its Participants, the
     date and circumstances of the Retirement, Disability, Covered Termination,
     death or Termination of Employment of its Participants, and such other
     pertinent information as the Committee or Administrator may reasonably
     require.

                                   ARTICLE 14
                          OTHER BENEFITS AND AGREEMENTS

14.1 COORDINATION WITH OTHER BENEFITS.  The benefits provided for a Participant
     and Participant's Beneficiary under the Plan are in addition to any other
     benefits available to such Participant under any other plan or program for
     employees of the Participant's Employer. The Plan shall supplement and
     shall not supersede, modify or amend any other such plan or program except
     as may otherwise be expressly provided. For purpose of calculating "Bonus"
     under the Countrywide Financial Corporation Change in Control Severance
     Plan, any Long-Term Incentive Contribution Amount or Annual Company
     Contribution that is calculated based on services rendered in a specific
     calendar year shall be deemed to be a bonus paid or payable for such
     calendar year, even though such


                                      -21-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

     amounts may be contributed to the Plan and become vested and nonforfeitable
     in a later year.

                                   ARTICLE 15
                                CLAIMS PROCEDURES

15.1 PRESENTATION OF CLAIM.  Any Participant, Beneficiary of a deceased
     Participant, or authorized representative of either of them (such person
     being referred to below as a "Claimant") may deliver to the Committee a
     written claim for a determination with respect to the amounts distributable
     to such Claimant from the Plan. If such a claim relates to the contents of
     a notice received by the Claimant, the claim must be made within sixty (60)
     days after such notice was received by the Claimant. All other claims must
     be made within 180 days of the date on which the event that caused the
     claim to arise occurred. The claim must state with particularity the
     determination desired by the Claimant.

15.2 NOTIFICATION OF DECISION.  The Committee shall consider a Claimant's claim
     within a reasonable time, but no later than ninety (90) days after
     receiving the claim. If the Committee determines that special circumstances
     require an extension of time for processing the claim, written notice of
     the extension shall be furnished to the Claimant prior to the termination
     of the initial ninety (90) day period. In no event shall such extension
     exceed a period of ninety (90) days from the end of the initial period. The
     extension notice shall indicate the special circumstances requiring an
     extension of time and the date by which the Committee expects to render the
     benefit determination. The Committee shall notify the Claimant in writing:

               (a) that the Claimant's requested determination has been made,
and that the claim has been allowed in full; or

               (b) that the Committee has reached a conclusion contrary, in
whole or in part, to the Claimant's requested determination, and such notice
must set forth in a manner calculated to be understood by the Claimant:

          (i)  the specific reason(s) for the denial of the claim, or any part
               of it;

          (ii) specific reference(s) to pertinent provisions of the Plan upon
               which such denial was based;

          (iii) 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;


                                      -22-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

          (iv) an explanation of the claim review procedure set forth in Section
               15.3 below; and

          (v)  a statement of the Claimant's right to bring a civil action under
               ERISA Section 502(a) following an adverse benefit determination
               on review.

15.3 REVIEW OF A DENIED CLAIM.  On or before sixty (60) days after receiving a
     notice from the Committee that a claim has been denied, in whole or in
     part, a Claimant (or the Claimant's duly authorized representative) may
     file with the Committee a written request for a review of the denial of the
     claim. The Claimant (or the Claimant's duly authorized representative):

               (a) may, upon request and free of charge, have reasonable access
to, and copies of, all documents, records and other information relevant to the
claim for benefits;

               (b) may submit written comments or other documents; and/or

               (c) may request a hearing, which the Committee, in its sole
discretion, may grant.

15.4 DECISION ON REVIEW.  The Committee shall render its decision on review
     promptly, and no later than sixty (60) days after the Committee receives
     the Claimant's written request for a review of the denial of the claim. If
     the Committee determines that special circumstances require an extension of
     time for processing the claim, written notice of the extension shall be
     furnished to the Claimant prior to the termination of the initial sixty
     (60) day period. In no event shall such extension exceed a period of sixty
     (60) days from the end of the initial period. The extension notice shall
     indicate the special circumstances requiring an extension of time and the
     date by which the Committee expects to render the benefit determination. In
     rendering its decision, the Committee shall take 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. The decision must be
     written in a manner calculated to be understood by the Claimant, and it
     must contain:

               (a) specific reasons for the decision;

               (b) specific reference(s) to the pertinent Plan provisions upon
which the decision was 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 (as defined in applicable ERISA
regulations) to the Claimant's claim for benefits; and


                                      -23-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

               (d) a statement of the Claimant's right to bring a civil action
under ERISA Section 502(a).

15.5 LEGAL ACTION.  A Claimant's compliance with the foregoing provisions of
     this Article 15 is a mandatory prerequisite to a Claimant's right to
     commence any legal action with respect to any claim for benefits under this
     Plan.

                                   ARTICLE 16
                                      TRUST

16.1 ESTABLISHMENT OF THE TRUST.  The Company shall establish a trust by a trust
     agreement with a third party, the trustee, (the "Trust"), and each Employer
     shall at least annually transfer over to the Trust such assets as the
     Employer determines, in its sole discretion, are necessary to provide, on a
     present value basis, for its respective future liabilities created with
     respect to the Annual Company Contribution Amounts and Long-Term Incentive
     Contribution Amounts, for such Employer's Participants for all periods
     prior to the transfer, as well as any debits and credits to the
     Participants' Account Balances for all periods prior to the transfer,
     taking into consideration the value of the assets in the trust at the time
     of the transfer.

16.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST.  The provisions of the Plan
     and the Participation Agreement shall govern the rights of a Participant to
     receive distributions pursuant to the Plan. The provisions of the Trust
     shall govern the rights of the Employers, Participants and the creditors of
     the Employers to the assets transferred to the Trust. Each Employer shall
     at all times remain liable to carry out its obligations under the Plan.

16.3 DISTRIBUTIONS FROM THE TRUST.  Each Employer's obligations under the Plan
     may be satisfied with Trust assets distributed pursuant to the terms of the
     Trust, and any such distribution shall reduce the Employer's obligations
     under this Plan.

                                   ARTICLE 17
                                  MISCELLANEOUS

17.1 STATUS OF PLAN.  The Plan is intended to be a plan that is not qualified
     within the meaning of Code Section 401(a) and that "is unfunded and is
     maintained by an employer primarily for the purpose of providing deferred
     compensation for a select group of management or highly compensated
     employees" within the meaning of ERISA Sections 201(2), 301(a)(3) and
     401(a)(1). The Plan shall be administered and interpreted to the extent
     possible in a manner consistent with that intent.

17.2 UNSECURED GENERAL CREDITOR.  Participants and their Beneficiaries, heirs,
     successors and assigns shall have no legal or equitable rights, interests
     or claims in any property or assets


                                      -24-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

     of an Employer. For purposes of the payment of benefits under this Plan,
     any and all of an Employer's assets shall be, and remain, the general,
     unpledged unrestricted assets of the Employer. An Employer's obligation
     under the Plan shall be merely that of an unfunded and unsecured promise to
     pay money in the future.

17.3 EMPLOYER'S LIABILITY.  An Employer's liability for the payment of benefits
     shall be defined only by the Plan and the Participation Agreement, as
     entered into between the Employer and a Participant. An Employer shall have
     no obligation to a Participant under the Plan except as expressly provided
     in the Plan and his or her Participation Agreement.

17.4 NONASSIGNABILITY.  Neither a Participant nor any other person shall have
     any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
     or otherwise encumber, transfer, hypothecate, alienate or convey in advance
     of actual receipt, the amounts, if any, payable hereunder, or any part
     thereof, which are, and all rights to which are expressly declared to be,
     unassignable and non-transferable. No part of the amounts payable shall,
     prior to actual payment, be subject to seizure, attachment, garnishment or
     sequestration for the payment of any debts, judgments, alimony or separate
     maintenance owed by a Participant or any other person, be transferable by
     operation of law in the event of a Participant's or any other person's
     bankruptcy or insolvency or be transferable to a spouse as a result of a
     property settlement or otherwise.

17.5 NOT A CONTRACT OF EMPLOYMENT.  The terms and conditions of this Plan shall
     not be deemed to constitute a contract of employment between any Employer
     and the Participant. Such employment is hereby acknowledged to be an "at
     will" employment relationship that can be terminated at any time for any
     reason, or no reason, with or without cause, and with or without notice,
     unless expressly provided in a written employment agreement. Nothing in
     this Plan shall be deemed to give a Participant the right to be retained in
     the service of any Employer as an Employee, or to interfere with the right
     of any Employer to discipline or discharge the Participant at any time.

17.6 FURNISHING INFORMATION.  A Participant or his or her Beneficiary will
     cooperate with the Committee by furnishing any and all information
     requested by the Committee and take such other actions as may be requested
     in order to facilitate the administration of the Plan and the payments of
     benefits hereunder, including but not limited to taking such physical
     examinations as the Committee may deem necessary.

17.7 TERMS.  Whenever any words are used herein in the masculine, they shall be
     construed as though they were in the feminine in all cases where they would
     so apply; and whenever any words are used herein in the singular or in the
     plural, they shall be construed as though they were used in the plural or
     the singular, as the case may be, in all cases where they would so apply.


                                      -25-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

17.8 CAPTIONS.  The captions of the articles, sections and paragraphs of this
     Plan are for convenience only and shall not control or affect the meaning
     or construction of any of its provisions.

17.9 GOVERNING LAW.  The Plan is subject to and shall be construed and
     interpreted in accordance with ERISA. To the extent state laws are not
     preempted by ERISA or other federal laws, this Plan shall be subject to and
     construed and interpreted in accordance with the laws of the State of
     California without regard to its conflicts of laws principles.

17.10 NOTICE.  Any notice or filing required or permitted to be given to the
     Committee under this Plan shall be sufficient if in writing and
     hand-delivered, or sent by registered or certified mail, to the address
     below:

                    Countrywide Financial Corporation
                    Attn: Chief Administrative Officer
                    4500 Park Granada
                    Calabasas, CA 91302

     Such notice shall be deemed given as of the date of delivery or, if
     delivery is made by mail, as of the date shown on the postmark on the
     receipt for registration or certification.

     Any notice or filing required or permitted to be given to a Participant
     under this Plan shall be sufficient if in writing and hand-delivered, or
     sent by mail, to the last known address of the Participant.

17.11 SUCCESSORS.  The provisions of this Plan shall bind and inure to the
     benefit of the Participant's Employer and its successors and assigns and
     the Participant and the Participant's designated Beneficiaries.

17.12 SPOUSE'S INTEREST.  The interest in the benefits hereunder of a spouse of
     a Participant who has predeceased the Participant shall automatically pass
     to the Participant and shall not be transferable by such spouse in any
     manner, including but not limited to such spouse's will, nor shall such
     interest pass under the laws of interstate succession.

17.13 VALIDITY.  In case any provision of this Plan shall be illegal or invalid
     for any reason, said illegality or invalidity shall not affect the
     remaining parts hereof, but this Plan shall be construed and enforced as if
     such illegal or invalid provision had never been inserted herein.

17.14 INCOMPETENT.  If the Committee determines in its discretion that a benefit
     under this Plan is to be paid to a minor, a person declared incompetent or
     to a person incapable of handling the disposition of that person's
     property, the Committee may direct payment of such benefit to the guardian,
     legal representative or person having the care and custody of such minor,
     incompetent or incapable person. The Committee may require proof of


                                      -26-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

     minority, incompetence, incapacity or guardianship, as it may deem
     appropriate prior to distribution of the benefit. Any payment of a benefit
     shall be a payment for the account of the Participant and the Participant's
     Beneficiary, as the case may be, and shall be a complete discharge of any
     liability under the Plan for such payment amount.

17.15 COURT ORDER.  The Committee is authorized to make any payments directed by
     court order in any action in which the Plan or the Committee has been named
     as a party. In addition, if a court determines that a spouse or former
     spouse of a Participant has an interest in the Participant's benefits under
     the Plan in connection with a property settlement or otherwise, the
     Committee, in its sole discretion, shall have the right, notwithstanding
     any election made by a Participant, to immediately distribute the spouse's
     or former spouse's interest in the Participant's benefits under the Plan to
     that spouse or former spouse.

17.16 DISTRIBUTION IN THE EVENT OF TAXATION.

               (a) IN GENERAL.  If, for any reason, all or any portion of a
Participant's benefits under this Plan becomes taxable to the Participant prior
to receipt, a Participant may petition the Committee before a Change in Control,
or the trustee of the Trust after a Change in Control, for a distribution of
that portion of his or her benefit that has become taxable. Upon the grant of
such a petition, which grant shall not be unreasonably withheld (and, after a
Change in Control, shall be granted), a Participant's Employer shall distribute
to the Participant immediately available funds in an amount equal to the taxable
portion of his or her benefit (which amount shall not exceed a Participant's
unpaid vested and nonforfeitable portion of the Account Balance under the Plan).
If the petition is granted, the tax liability distribution shall be made within
90 days of the date when the Participant's petition is granted. Such a
distribution shall affect and reduce the benefits to be paid under this Plan.

               (b) TRUST.  If the Trust terminates in accordance with its terms
and benefits are distributed from the Trust to a Participant in accordance
therewith, the Participant's benefits under this Plan shall be reduced to the
extent of such distributions.

17.17 INSURANCE.  The Employers, on their own behalf or on behalf of the trustee
     of the Trust, and, in their sole discretion, may apply for and procure
     insurance on the life of the Participant, in such amounts and in such forms
     as the Trust may choose. The Employers or the trustee of the Trust, as the
     case may be, shall be the sole owner and beneficiary of any such insurance.
     The Participant shall have no interest whatsoever in any such policy or
     policies, and at the request of the Employers shall submit to medical
     examinations and supply such information and execute such documents as may
     be required by the insurance company or companies to whom the Employers
     have applied for insurance.


                                      -27-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Amended and Restated ERISA Nonqualified Pension Plan
Master Plan Document

17.18 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL.  The Company and
     each Employer is aware that upon the occurrence of a Change in Control, the
     Board or the board of directors of a Participant's Employer (which might
     then be composed of new members) or a shareholder of the Company or the
     Participant's Employer, or of any successor corporation might then cause or
     attempt to cause the Company, the Participant's Employer or such successor
     to refuse to comply with its obligations under the Plan and might cause or
     attempt to cause the Company or the Participant's Employer to institute, or
     may institute, litigation seeking to deny Participants the benefits
     intended under the Plan. In these circumstances, the purpose of the Plan
     could be frustrated. Accordingly, if, following a Change in Control, it
     should appear to any Participant that the Company, the Participant's
     Employer or any successor corporation has failed to comply with any of its
     obligations under the Plan or any agreement thereunder or, if the Company,
     such Employer or any other person takes any action to declare the Plan void
     or unenforceable or institutes any litigation or other legal action
     designed to deny, diminish or to recover from any Participant the benefits
     intended to be provided, then the Company and the Participant's Employer
     irrevocably authorize such Participant to retain counsel of his or her
     choice at the expense of the Company and the Participant's Employer (who
     shall be jointly and severally liable) to represent such Participant in
     connection with the initiation or defense of any litigation or other legal
     action, whether by or against the Company, the Participant's Employer or
     any director, officer, shareholder or other person affiliated with the
     Company, the Participant's Employer or any successor thereto in any
     jurisdiction. In consideration of this right, each Participant shall hold
     the Company harmless from any loss or expense (including attorney's fees)
     that may arise if with respect to any litigation relating to this Plan
     (whether or not involving a Change in Control), the Participant
     unsuccessfully contests the applicability of ERISA to this Plan or
     commences an action relating to this Plan in state court.

IN WITNESS WHEREOF, the Company has signed this Plan document as of December 29,
2004.

                                        "Company"
                                        Countrywide Financial Corporation, a
                                        Delaware corporation


                                        By: /s/ Marshall Gates
                                            ------------------------------------
                                        Title: Senior Managing Director and
                                               Chief Administrative Officer


                                      -28-