Exhibit 4.47


(FORM OF FACE OF DEBENTURE)


IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT — [This Debenture
is a Global Debenture within the meaning of the Indenture hereinafter referred
to and is registered in the name of a Depositary or a nominee of a
Depositary.  This Debenture is
exchangeable for Debentures registered in the name of a person other than the
Depositary or its nominee only in the limited circumstances described in the
Indenture, and except as otherwise provided in Section 2.11 of the Indenture
(as defined herein) this Debenture may be transferred, in whole but not in
part, only to another nominee of the Depositary or to a successor Depositary or
to a nominee of such successor Depositary.


Unless this Debenture is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
Debenture issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
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 since the registered
owner hereof, Cede & Co., has an interest herein.]


Certificate
No. R-1


COUNTRYWIDE
FINANCIAL CORPORATION


6.75%
JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE


DUE APRIL 1, 2033


	
  $515,463,925

  	
   

  	
  [CUSIP# 222372 AF 1]

  



 


COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (the “Company”,
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to The Bank of New
York, as Institutional Trustee of Countrywide Capital IV under that certain
Amended and Restated Declaration of Trust dated as of April 11, 2003, or
registered assigns, the principal sum of Five Hundred Fifteen Million Four
Hundred Sixty Three Thousand Nine Hundred and Twenty Five Dollars
($515,463,925) on April 1, 2033, (the “Stated Maturity”), and to pay interest
on said principal sum from April 11, 2003, or from the most recent interest
payment date (each such date, an “Interest Payment Date”) to which interest has
been paid or duly provided for, quarterly (subject to deferral as set forth
herein) in arrears on January 1, April 1, July 1, and October 1 of each year,
commencing July 1, 2003, at the rate of 6.75% per annum (the “Coupon Rate”)
until the principal hereof shall have become due and payable, and on any
overdue principal and premium, 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 quarterly.  The amount of interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year of twelve 30-day
months  and, except as provided in the
following sentences, the amount of interest payable for any period shorter than
a full quarterly period for which interest is computed, 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). In the event that any date on which interest is
payable on this Debenture is not a Business Day, then payment of interest payable
on such date will be made on the next succeeding day that is a Business Day
(and without any 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



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otherwise
would have been payable.  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 this Debenture (or one or more Predecessor Securities, as defined
in said Indenture) is registered at the close of business on the relevant
record dates, which will be, as long as this Debenture remains in book-entry
form, one Business Day prior to the relevant Interest Payment Date and, in the
event this Debenture is not in book-entry form, the December 15, March 15, June
15 and September 15 next preceding the relevant Interest Payment Date.  Payments of interest may be deferred by the
Company pursuant to the provisions of Article IV of the First Supplemental
Indenture to the Indenture (as defined herein). 
Any such interest installment not punctually paid or duly provided for
shall forthwith cease to be payable to the registered Holders on such regular
record date and may be paid to the Person in whose name this Debenture (or one
or more Predecessor Securities) is registered at the close of business on a
special record date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to the registered Holders of
this series of Debentures not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Debentures may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.  The
principal of and the interest on this Debenture shall be payable at the office
or agency of the Trustee maintained for that purpose in any coin or currency of
the United States of America that at the time of payment is legal tender for
the payment of public and private debts; provided, however, that if this Note
is not a Global Debenture payment of interest may be made at the option of the
Company by check mailed to the registered Holder at such address as shall
appear in the Security Register.  Notwithstanding
the foregoing, so long as the Holder of this Debenture is the Institutional
Trustee, the payment of the principal of (and premium, if any) and interest on
this Debenture will be made at such place and to such account as may be
designated by the Institutional Trustee.


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


This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by or on behalf
of the Trustee.


The Company agrees, and by acceptance of a beneficial ownership interest
in the Debentures, each beneficial owner of the Debentures will be deemed to
have agreed to treat the Debentures as indebtedness of the Company for United
States federal income tax purposes.


The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.



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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.


	
  

  	
  COUNTRYWIDE FINANCIAL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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