Exhibit 4.42


[Form of Security]


COUNTRYWIDE HOME LOANS, INC.


8.05 % Junior Subordinated Debentures due


June 15, 2027, Series B


$                              


Certificate No.             


This Security may not be acquired by any Person who is, or who in acquiring
this Security is using the assets of, an ERISA Plan unless this Security is
acquired pursuant to and in accordance with an applicable exemption, including
but not limited to:  (i) Prohibited
Transaction Class Exemption 90-1 (“PTE 90-1”), 
regarding investments by insurance company pooled separate accounts,
(ii) Prohibited Transaction Class Exemption 91-38 (“PTE 91-38”), regarding
investments by bank collective investment funds, (iii) Prohibited Transaction
Class Exemption 84-14 (“PTE 84-14”), regarding transactions effected by
qualified professional asset managers, (iv) Prohibited Transaction Class
Exemption 96-23 (“PTE 96-23”) regarding transactions effected by in-house asset
managers, or (v) Prohibited Transaction Class Exemption 95-60 (“PTE 95-60”),
regarding investments by insurance company general accounts.  The acquisition of this Security by any
person who is, or who in acquiring this Security is using the assets of, an
ERISA Plan shall be deemed to constitute a representation by such Person to the
Trust that (i) such Person is eligible for exemptive relief available pursuant
to an applicable exemption, including but not limited to, PTE 90-1, PTE 91-38,
PTE 84-14, PTE 96-23 or PTE 95-60 with respect to the acquisition and holding
of this Security, and (ii) none of Countrywide Home Loans, Inc., Countrywide
Credit Industries, Inc., Countrywide Financial Services, Inc. or Countrywide
Securities Corporation is a “fiduciary”, within the meaning of Section 3(21) of
ERISA and the regulations thereunder, with respect to such Person’s interest in
this Security.


COUNTYWIDE HOME LOANS, INC., a corporation duly organized and existing
under the laws of the State of New York (herein called the “Company”, which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay              ,
or registered assigns, the principal sum of                  
($                  )
on June 15, 2027 (the “Stated Maturity”; unless a Maturity Advancement (as hereinafter
defined) occurs as a result of a Tax Event, in which case the Stated Maturity
shall be such advanced maturity date), and to pay interest on said principal
from                 ,
199 or from the most recent interest payment date to which interest on this
Security (or the 8.05% Junior Subordinated Debentures due June 15, 1987, Series
A, in exchange for which this Security was issued) has been paid or duly
provided for, semi-annually (subject to deferral as set forth herein) in
arrears on June 15 and December 15 of each year (each, an “Interest Payment
Date”), commencing December 15, 1997, at a rate of 8.05% per annum until the
principal hereof shall have been paid or made available for payment, and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment
of interest at the same rate per annum compounded semi-annually.  In the event that a Registration Default (as
defined in the Registration Rights Agreement) occurs, additional interest (“Additional
Interest”) shall become payable in respect of this Security with respect to the
first 90-day period immediately following the occurrence of such Registration
Default, in an amount equal to $.05 per week per $1,000 liquidation amount of
this Security for each week or portion thereof that the Registration Default
continues, as provided in the Registration Rights Agreement.  Additional Interest will increase by an
additional $.05 per week per $1,000 liquidation amount of this Security with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum amount of Additional Interest of $.25 per week 











per
$1,000 liquidation amount of this Security. The amount of interest payable for
any semi-annual interest period will be computed for any full 180-day
semi-annual interest payment period, on the basis of a 360-day year of twelve
30-day months.  The amount of interest
payable for any period shorter than a full 180-day semi-annual interest payment
period for which interest payments are computed, will be computed on the basis
of actual number of days elapsed in such 180-day period (assuming each full
month elapsed in such period consists of 30 days).  In the event that any date on which interest
is payable on this Security is not a Business Day (as hereinafter defined),
then a payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any additional interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the date such payment was originally payable; provided that no
interest shall accrue for the period from and after the date such payment was
originally payable.  A “Business Day”
shall mean any day other than a Saturday or a Sunday, or a day on which banking
institutions in The City of New York or Los Angeles, California are authorized
or required by law or executive order to remain closed or a day on which the
Corporate Trust Office of the Trustee, or the principal corporate trust office
of the Property Trustee under the Declaration, is closed for business.  The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name the Securities
(or one or more Predecessor Securities, as defined in the Indenture) is
registered at the close of business on the Regular Record Date for such
interest installment, which shall be determined as provided in the
Indenture.  Any such interest installment
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name the Securities or one or more Predecessor Securities is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.


So long as no Event of Default has occurred and is continuing, the
Company shall have the right at any time during the term of this Security, from
time to time, to defer payment of interest on such Security for a period not to
exceed 10 semi-annual periods, (an “Extension period”), provided, that no
Extension Period may extend past the Stated Maturity of this Security.  There may be multiple Extension Periods of
varying lengths during the term of this Security.  At the end of any Extension Period, if any,
the Company shall pay all interest then accrued and unpaid, together with
interest thereon, compounded semi-annually at the rate specified on this
Security to the extent permitted by applicable law.  During any such Extension Period, the Company
and the Guarantor shall not, declare or pay any dividends on, or make a
distribution with respect to, or redeem, purchase or acquire, or make a
liquidation payment with respect to, any of its capital stock or rights to
acquire such capital stock (other than (i) purchases or acquisitions of shares
of any such capital stock or rights to acquire such capital stock in connection
with the satisfaction by the Company or the Guarantor, respectively, of its
obligations under any employee benefit plans, (ii) as a result of a
reclassification of the Company’s or the Guarantor’s capital stock or rights to
acquire such capital stock or the exchange or conversion of one class or series
of the Company’s or the Guarantor’s capital stock or rights to acquire such
capital stock for another class or series of the Company’s or the Guarantor’s capital
stock or rights to acquire such capital stock, (iii) the purchase of fractional
interests in shares of the











Company’s
or the Guarantor’s capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged
or (iv) dividends and distributions made on the Company’s or the Guarantor’s
capital stock or rights to acquire such capital stock with the Company’s or the
Guarantor’s capital stock or rights to acquire such capital stock) or make any
guarantee payments with respect to any of the foregoing and (b) the Company and
the Guarantor shall not make any payment of interest, principal or premium, if
any, on or repay, repurchase or redeem any debt securities (including any
guarantees, other than the Guarantees) issued by the Company or the Guarantor
that rank pari passu with or junior to this Security and the Debt
Guarantee.  Prior to the termination of
any such Extension Period, the Company may further extend the Extension Period,
provided that no Extension Period may exceed 10 consecutive semi-annual periods
or extend beyond the Stated Maturity of this Security.  Upon the termination of any such Extension
Period and the payment of all amounts then due on any Interest Payment Date,
the Company may elect to begin a new Extension Period subject to the above
requirements.  No interest shall be due
and payable during an Extension Period, except at the end thereof.  The Company shall give the Guarantor, the
Property Trustee, the Regular Trustees and the Trustee written notice of its
election of such Extension Period not less than one Business Day prior to the
record date for the applicable Interest Payment Date.


Payment of the principal of and interest on this Security will be made
at the office or agency of the Paying Agent maintained for that purpose in the
United States, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company, payment of interest may
be made (i) by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or (ii) by wire transfer in
immediately available funds at such place and to such account as may be
designated by the Person entitled thereto as specified in the Security
Register.


The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto.  Each Holder of this Security, by accepting
the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such  purposes. 
Each Holder hereof, by his acceptance hereof, waives all notice of the
acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.


Reference is hereby made to the further provisions of the Indenture
summarized on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.


Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.











 


IN WITNESS WHEREOF, Countrywide Home Loans, Inc. has caused this
instrument to be duly executed.


	
  

  	
   

  	
  COUNTRYWIDE HOME LOANS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  :

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:   Secretary

  	
   

  	
   

  



 


[Form of Reverse of Security]


This Security is one of a duly authorized issue of Securities of
Countrywide Home Loans, Inc. (the “Company”), designated as its 8.05% Junior
Subordinated Debentures due June 15, 2027, Series B (herein called the “Securities”),
limited in aggregate principal amount to $206,200,000 issued under an
Indenture, dated as of June 4, 1997 (herein called the “Indenture”), among the
Company, Countrywide Credit Industries, Inc. (the “Guarantor” and the Bank of
New York, a New York banking corporation, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Trustee, the Company, the Guarantor and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered.


All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


This Security is not redeemable at the option of the Company; provided
that this Security shall be redeemable at the option of the Company at any time
in whole (but not in part), within 90 days of the occurrence of a Special Event
(as defined in the Indenture), as a Redemption Price equal to 100% of the
aggregate principal amount of the Securities to be redeemed, plus accrued and
unpaid interest, if any, to the Redemption Date.  In addition, if a Tax Event shall occur and be
continuing and in the opinion of counsel, rendered by a law firm having a
recognized national tax practice, there would in all cases, after effecting the
dissolution of the Trust and the distribution of the Securities to the Holders
of the Capital Securities and Common Securities in exchange therefore upon
liquidation of the Trust, be more than an insubstantial risk that the Tax Event
would continue to exist, then the Company shall have the right to shorten the
Stated Maturity of the Securities to a date not earlier than December 15, 2011
(a “Maturity Advancement”), such that, in the opinion of counsel to the Trust
rendered by a law firm having a recognized national tax practice, after
advancing the Stated Maturity of the Debt Securities, interest paid on the
Securities will be deductible by the Company for United States federal income
tax purposes.


For so long as the Trust is the Holder of all the Securities
Outstanding, the proceeds of any redemption described herein shall be used by
the Trust to redeem Common Securities and Capital Securities in accordance with
their terms.











 


If an Event of Default with respect to the Securities shall occur and
be continuing, the principal of the Securities may be declared due and payable
in the manner with the effect and subject to the conditions provided in the
Indenture.


The Indenture contains provisions for satisfaction and discharge or
legal defeasance of the entire indebtedness of this Security and for the
defeasance of certain covenants under the Indenture at any time upon compliance
by the Company with certain conditions set forth in the Indenture.


The Indenture contains provisions permitting the Company, the Guarantor
and the Trustee, with the consent of Holders of not less than a majority in
principal amount of the Outstanding Securities, to modify the Indenture in a
manner affecting the rights of the Holders of the Securities; provided that no
such modification may, without the consent of the Holder of each Outstanding
Security affected thereby, (i) except to the extent permitted and subject to
the conditions set forth in the Indenture with respect to extension of the
installments of interest on the Securities or shortening of the Stated Maturity
of the Securities, change the Stated Maturity of, the principal of, or any
installment of interest on, this Security or reduce the principal amount
thereof, or the rate of payment of interest thereon, or change the place of
payment where, or the coin or currency in which, this Security or interest
thereon is payable, or impair the right to institute suit for the enforcement
of such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or modify the provisions of the
Indenture with respect to the subordination of the Securities in a manner
adverse to the Holders, (ii) reduce the percentage in principal amount of the
Outstanding Securities, the consent of whose Holders is required for such
supplemental Indenture or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of the Indenture or certain
defaults thereunder and their consequences) provided for in the Indenture, or
(iii) modify any of the provisions of Section 7.13, Section 11.2 or Section
12.9 of the Indenture, except to increase any such percentage or to provide
that certain other provisions of the Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby, provided that, so long as any of the Capital Securities remain
outstanding, no such amendment shall be made that adversely affects the holders
of the Capital Securities, and no termination of the Indenture shall occur, and
no waiver of an Event of Default or compliance with any covenant under the
Indenture shall be effective, without the prior consent of the holders of at
least a majority of the aggregate liquidation preferences of the outstanding
Capital Securities unless and until the principal of and any premium on the
Securities and all accrued and unpaid interest thereon have been paid in full.


No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in New York, New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities or
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.  No service charge shall be made for any such
registration of transfer or exchange, but the











Company
may require payment of a sum sufficient cover any tax or other governmental
charge payable in connection therewith.


Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the company,
the Trustee nor any such agent shall be affected by notice to the contrary.


The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, Securities are exchangeable for a like
aggregate principal amount of Securities of different authorized denominations,
as requested by the Holder surrendering the same.


THE
SECURITIES AND THE INDENTURE SHALL BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES THEREOF.


This is one of the Securities referred to in
the within-mentioned Indenture.


	
  

  	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  :

  
	
   

  	
   

  	
  Authorized
  Signatory

  



Dated:


In connection with any transfer of this Security occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act
covering resales of this Security (which effectiveness shall not have been
suspended or terminated at the date of the transfer) and (ii) two years after
the later of the date of original issue and the last date on which the Company
or any affiliate of the Company was the owner of such Securities)(or any
predecessor thereto) (the “Resale Restriction Termination Date”), the
undersigned confirms that it has not utilized any general solicitation or
general advertising in connection with the transfer:


[CHECK ONE]


	
  (1)

  	
   

  	
  o

  	
   

  	
  to the Company or a subsidiary thereof; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  o

  	
   

  	
  pursuant to and in compliance with Rule 144A under
  the Securities Act of 1933, as amended; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  o

  	
   

  	
  outside the United States to a “foreign person” in
  compliance with the Rule 904 of Regulation S under the Securities Act of
  1933, as amended; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  o

  	
   

  	
  pursuant to the exemption from registration provided
  by Rule 144 under the Securities Act of 1933, as amended; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  o

  	
   

  	
  pursuant to an effective
  registration statement under the Securities Act of 1933, as amended; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  o

  	
   

  	
  pursuant to another
  available exemption from the registration requirements of the Securities Act
  of 1933, as amended.

  



 











Unless
one of the boxes is checked, the Trustees will refuse to register any of the
Securities evidenced by this certificate in the name of any Person other than
the registered Holder thereof; provided, however, that if box (3), (4) or (6)
is checked, the Company or the Trustee may require, prior to registering any
such transfer of the Securities, in its sole discretion, such written legal
opinions, certifications (including an investment letter in the case of box (3)
or (4) and other information as the Trustee or the Company has reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933, as amended.


If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Security in the name of any Person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.8 of the Indenture
shall have been satisfied.


	
  Dated

  	
  :

  	
   

  	
   

  	
  Signed

  	
  :

  
	
   

  	
   

  	
  (Sign exactly as name
  appears on the

  other side of this Capital Security)

  
	
  Signature
  Guarantee:

  	
   

  	
   

  	
   

  
							



 


TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED


The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to the Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


	
  Dated

  	
  :

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:       To
  be executed by an

  executive officer

  



 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED


The undersigned represents and warrants that it is purchasing this
Security outside the United States as a “foreign person” in compliance with
Rule 904 of Regulation S under the Securities Act and is aware that the sale to
it is being made in reliance on Regulation S.


	
  Dated

  	
  :

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:       To
  be executed by an

  executive officer

  



 


 











 


FOR VALUE RECEIVED, the Guarantor hereby unconditionally guarantees to
the holder of this Security upon which this Guarantee is endorsed the due and
punctual payment of the principal, premium, if any, and interest on said
Security, when and as the same shall become due and payable, whether at
maturity, upon redemption or otherwise, according to the terms thereof and of
the Indenture referred to therein.


The Guarantor agrees to determine, at least one Business Day prior to
the date upon which a payment of principal of and premium, if any, or interest
on said Security is due and payable, whether the Company has available the fund
to make such payment as the same shall become due and payable.  In case of the failure of the Company
punctually to pay any such principal, premium, if any, or interest, the
Guarantor hereby agrees to cause any such payment to be made punctually when as
the same shall become due and payable, whether at maturity, upon redemption, or
otherwise, and as if such payment were made by the Company.


The Guarantor hereby agrees that its obligation hereunder shall be
unconditional, irrevocable, and absolute, irrespective of the validity,
regularity, or enforceability of said Security or said Indenture, the absence
of any action to enforce the same, any waiver or consent by the Holder of said
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor.  The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with
a court in the event of merger or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest or notice with respect
to said Security or indebtedness evidenced thereby, and all demands whatsoever
and covenants that this Guarantee will not be discharged except by complete performance
of the obligations contained in said Security and in this Guarantee.


The Guarantor shall be subrogated to all rights of the holder of said
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the holders of all the Securities
then outstanding, be entitled to enforce or to receive any payments arising out
of or based upon such right of subrogation until the principal of and premium,
if any, and interest on all Securities shall have been paid in full or payment
thereof shall have been provided for in accordance with said Indenture.


Notwithstanding anything to the contrary contained herein, if following
any payment of principal or interest by the Company on the Securities to the
holders of the Securities it is determined by a final decision of a court of
competent jurisdiction that such payment shall be avoided by a trustee in
bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C.
Section 547 and such payment is paid by such holder of such trustee in
bankruptcy, then and to the extent of such repayment, the obligation of the
Guarantor hereunder shall remain in full force and effect.


This Guarantee shall not be valid or become obligatory for any purpose
with respect to a Security until the certification of authentication on such
Security shall have been signed by the Trustee (or the Authentication Agent).


This Guarantee shall be governed by the laws of the State of New York
without regard to conflict of laws principles thereof.











 


IN WITNESS WHEREOF, Countrywide Credit Industries, Inc. has caused this
Guarantee to be signed in its corporate name by the facsimile signature of two
of its officers thereunto duly authorized.


	
  

  	
   

  	
  COUNTRYWIDE CREDIT INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  :

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  :

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: