Exhibit 4.46


[FORM OF SECURITY]


IF
THE PREFERRED SECURITY IS A GLOBAL CERTIFICATE, INSERT — [THIS PREFERRED
SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY (THE “DEPOSITORY”) OR A NOMINEE OF THE DEPOSITORY.  THIS PREFERRED SECURITY IS EXCHANGEABLE FOR
PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
DECLARATION AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER
OF THIS PREFERRED SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


UNLESS
THE PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL BECAUSE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


FORM
OF PREFERRED SECURITY CERTIFICATE


Certificate
Number: R-1                       Number
of Preferred Securitites: 20,000,0000


CUSIP No.: 22238E 20 6


Certificate
Evidencing Preferred Securities


of


COUNTRYWIDE
CAPITAL IV


6.75%
Trust Preferred Securities


(liquidation amount $25 per Preferred Security)


COUNTRYWIDE CAPITAL IV, a statutory trust formed under the laws of the
State of Delaware (the “Trust”), hereby certifies that Cede & Co. (the “Holder”)
is the registered owner of 20,000,000 preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the 6.75% Trust Preferred Securities (liquidation amount $25 per
Preferred Security) (the “Preferred Securities”).  The Preferred Securities are transferable on
the books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer.  The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Declaration of Trust of
the Trust dated as of April 11, 2003, as the same may be amended from time to
time (the “Declaration”), including the designation of the terms of the
Preferred Securities as set forth in Annex I to the Declaration.  Capitalized terms used herein but not defined
shall have the meaning given them in the Declaration.  The Holder is entitled to the benefits of the
Preferred Securities Guarantee to the extent provided therein.  The Sponsor will provide a copy of the
Declaration, the Preferred Securities Guarantee and the Indenture to a Holder
without charge upon written request to the Trust at its principal place of
business.



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Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.


In addition, the Holder is deemed to have (i) agreed to the terms of
the Indenture and the Debentures, including that the Debentures are subordinate
and junior in right of payment to all present and future Senior Indebtedness
(as defined in the Indenture) as and to the extent provided in the Indenture
and (ii) agreed to the terms of the Preferred Securities Guarantee, including
that the Preferred Securities Guarantee is subordinate and junior in right of
payment to all present and future Senior Indebtedness of the Sponsor and the
Debenture Guarantor, except those made pari passu or subordinate by their
terms, pari passu with any guarantee now or hereafter entered into by the
Sponsor and the Debenture Guarantor in respect of any preferred or preference
stock of any Affiliate of the Sponsor or the Debenture Guarantor, and senior to
the common stock of the Sponsor and the Debenture Guarantor.


By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Preferred
Securities as evidence of indirect beneficial ownership in the Debentures.


Unless the Institutional Trustee’s Certificate of Authentication hereon
has been properly executed, these Preferred Securities shall not be entitled to
any benefit under the Declaration or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, the Trust has executed this certificate this 11th day of April 2003.


	
  

  	
  COUNTRYWIDE CAPITAL IV

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Regular Trustee

  



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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


	
  Dated April 11, 2003

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  as Institutional Trustee

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 



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[FORM OF REVERSE OF SECURITY]


Distributions payable on each Preferred Security will be fixed at a
rate per annum of 6.75% (the “Coupon Rate”) of the stated liquidation amount of
$25 per Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee.  Distributions in arrears for more than one
quarter will bear interest thereon compounded quarterly at the Coupon Rate (“Compound
Interest”) (to the extent permitted by applicable law).  The term “Distributions” as used herein
includes such cash distributions and any such interest (including Additional
Interest and Compound Interest) payable unless otherwise stated.  A Distribution will be made by the
Institutional Trustee only to the extent that payments are made in respect of
the Debentures held by the Institutional Trustee and to the extent the
Institutional Trustee has funds available in the Institutional Trustee
Account.  The amount of Distributions
payable for any period will be computed for any full quarterly Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per calendar month (but not to exceed 30 days in
any month).


Except as otherwise described below, Distributions on the Preferred
Securities will be cumulative, will accrue from April 11, 2003 and will be
payable quarterly in arrears on January 1, April 1, July 1 and October 1 of
each year, commencing on July 1, 2003 to Holders of record on the relevant
record dates, which will be, as long as the Preferred Securities remain in
book-entry form, one Business Day prior to the relevant payment date and, in
the event the Preferred Securities are not in book-entry form, the December 15,
March 15, June 15 and September 15 next preceding the relevant payment
date.  Such payment dates shall
correspond to the interest payment dates on the Debentures.  If no Event of Default has occurred and is
continuing under the Debentures, the Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment
period from time to time on the Debentures for a period not exceeding 20
consecutive quarters  (each an “Extension
Period”), provided that no Extension Period shall last beyond the date of the
maturity of the Debentures and, as a consequence of such deferral, quarterly
Distributions will also be deferred. 
Despite such deferral, quarterly Distributions will continue to accrue
with interest thereon (to the extent permitted by applicable law) at the Coupon
Rate compounded quarterly during any such Extension Period.  Prior to the termination of any such
Extension Period, the Debenture Issuer may further extend such Extension Period;
provided that such Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarters or extend beyond the
maturity of the Debentures.  Payments of
accrued Distributions will be payable to Holders as they appear on the books
and records of the Trust on the first record date after the end of the
Extension Period.  Upon the termination
of any Extension Period and the Payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period, subject to the above requirements.


The Preferred Securities shall be redeemable s provided in the
Declaration.



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[FORM OF ASSIGNMENT]


ASSIGNMENT


FOR
VALUED RECEIVED, the undersigned assigns and transfers this Preferred Security
Certificate to:


 


	
  

  
	
   

  
	
   

  
	
  (Insert
  assignee’s social security or tax identification number)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Insert address
  and zip code of assignee)

  
	
   

  
	
  and irrevocably appoints

  
	
   

  
	
   

  
	
   

  
	
  agent to transfer this Preferred Security
  Certificate on the books of the Trust. The agent may substitute another to
  act for him or her.

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  



(Sign exactly as your name appears on the other side of this Preferred
Security Certificate)


(Signature(s) must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Trustee, which requirements include membership or participation in STAMP or
such other “signature guarantee program” as may be determined by the Trustee in
addition to or in substitution for STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.)



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