<PAGE>

                                                                    Exhibit 4.16

                              DECLARATION OF TRUST

                                       OF

                             COUNTRYWIDE CAPITAL VI

                            DATED AS OF APRIL 1, 2004

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>                                                                          <C>
                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1.   Definitions.................................................    1

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1.   Name........................................................    3
SECTION 2.2.   Office......................................................    3
SECTION 2.3.   Purpose.....................................................    3
SECTION 2.4.   Authority...................................................    4
SECTION 2.5.   Title to Property of the Trust..............................    4
SECTION 2.6.   Powers of the Trustees......................................    4
SECTION 2.7.   Filing of Certificate of Trust..............................    5
SECTION 2.8.   Duration of Trust...........................................    5
SECTION 2.9.   Responsibilities of the Sponsor.............................    5
SECTION 2.10.  Declaration Binding on Securities Holders...................    6

                                   ARTICLE III
                                    TRUSTEES

SECTION 3.1.   Trustees....................................................    6
SECTION 3.2.   Regular Trustees............................................    6
SECTION 3.3.   Delaware Trustee............................................    7
SECTION 3.4.   Institutional Trustee.......................................    7
SECTION 3.5.   Not Responsible for Recitals or Sufficiency of Declaration..    7

                                   ARTICLE IV
                LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
                               TRUSTEES OR OTHERS

SECTION 4.1.   Exculpation.................................................    8
SECTION 4.2.   Fiduciary Duty..............................................    8
SECTION 4.3.   Indemnification.............................................    9
SECTION 4.4.   Outside Businesses..........................................   13

                                    ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1.   Amendments..................................................   13
SECTION 5.2.   Termination of Trust........................................   13
SECTION 5.3.   Governing Law...............................................   14
SECTION 5.4.   Headings....................................................   14
SECTION 5.5.   Successors and Assigns......................................   14
SECTION 5.6.   Partial Enforceability......................................   14
SECTION 5.7.   Counterparts................................................   14
</TABLE>

                                        i
<PAGE>

                              DECLARATION OF TRUST

                                       OF

                             COUNTRYWIDE CAPITAL VI

                                  APRIL 1, 2004

         DECLARATION OF TRUST ("Declaration") dated and effective as of April 1,
2004 by the Trustees (as defined herein), the Sponsor (as defined herein), and
by the holders, from time to time, of undivided beneficial interests in the
Trust to be issued pursuant to this Declaration;

         WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Delaware Statutory Trust Act for the purpose of issuing
and selling the Preferred Securities (as defined herein) and investing the
proceeds thereof in certain Debentures of the Debenture Issuer (as both terms
are defined herein); and

         NOW, THEREFORE, it being the intention of the parties hereto that the
Trust constitute a statutory trust under the Statutory Trust Act and that this
Declaration constitute the governing instrument of such statutory trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the exclusive benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1. Definitions.

         Unless the context otherwise requires:

                  (a)      capitalized terms used in this Declaration but not
                           defined in the preamble above have the respective
                           meanings assigned to them in this Section 1.1;

                  (b)      a term defined anywhere in this Declaration has the
                           same meaning throughout;

                  (c)      all references to "the Declaration" or "this
                           Declaration" are to this Declaration of Trust as
                           modified, supplemented or amended from time to time;

                  (d)      all references in this Declaration to Articles and
                           Sections are to Articles and Sections of this
                           Declaration unless otherwise specified; and

                  (e)      a reference to the singular includes the plural and
                           vice versa.

                                       1
<PAGE>

         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

         "Commission" means the Securities and Exchange Commission.

         "Common Security" means a security representing an undivided beneficial
interest in the assets of the Trust with such terms as may be set out in any
amendment to this Declaration.

         "Covered Person" means (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates and (b) any holder of Securities.

         "Debenture Issuer" means the issuer of the Debentures under the
Indenture.

         "Debentures" means the series of Debentures to be issued by the
Debenture Issuer and acquired by the Trust.

         "Debenture Issuer Indemnified Person" means (a) any Regular Trustee;
(b) any Affiliate of any Regular Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Regular Trustee; or (d) any employee or agent of the Trust or its Affiliates.

         "Debt Trustee" means The Bank of New York, as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

         "Delaware Trustee" has the meaning set forth in Section 3.1.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time or any successor legislation.

         "Fiduciary Indemnified Person" has the meaning set forth in Section
4.3(b).

         "Indemnified Person" means a Debenture Issuer Indemnified Person or a
Fiduciary Indemnified Person.

         "Indenture" means the indenture pursuant to which the Debentures are to
be issued and any indenture supplemental thereto.

         "Institutional Trustee" has the meaning set forth in Section 3.4.

         "Parent" means Countrywide Financial Corporation, a Delaware
corporation, or any successor entity in a merger or consolidation.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

                                       2
<PAGE>

         "Preferred Security" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as may be set out
in any amendment to this Declaration.

         "Regular Trustee" means any Trustee other than the Delaware Trustee and
the Institutional Trustee.

         "Securities" means the Common Securities and the Preferred Securities.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.

         "Sponsor" means the Parent in its capacity as sponsor of the Trust.

         "Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

         "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1. Name.

         The Trust created by this Declaration is named "Countrywide Capital
VI." The activities of the Trust may be conducted under the name of the Trust or
any other name deemed advisable by the Regular Trustees.

SECTION 2.2. Office.

         The address of the principal office of the Trust is c/o Countrywide
Financial Corporation, 4500 Park Granada, Calabasas, CA 91302. At any time, the
Regular Trustees may designate another principal office.

SECTION 2.3. Purpose.

         The exclusive purposes and functions of the Trust are either (a) to
issue and sell the Securities and use the proceeds from such sale to acquire the
Debentures or (b) to issue the Common Securities to the Parent in exchange for
cash and to invest the proceeds thereof and in each case to engage in only those
other activities necessary or incidental thereto. The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, pledge any of
its assets, or otherwise undertake (or permit to be undertaken) any activity
that would cause the Trust not to be classified for United States federal income
tax purposes as a grantor trust.

SECTION 2.4. Authority.

                                       3
<PAGE>

         Subject to the limitations provided in this Declaration, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Regular Trustees acting on behalf of the Trust, no Person shall be required
to inquire into the authority of the Regular Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Regular Trustees as set forth in this Declaration.

SECTION 2.5. Title to Property of the Trust.

         Legal title to all assets of the Trust shall be vested in the Trust.

SECTION 2.6. Powers of the Trustees.

         The Regular Trustees shall have the exclusive power and authority to
cause the Trust to engage in the following activities:

                  (a)      to issue the Preferred Securities and the Common
                           Securities in accordance with this Declaration, in
                           connection with the sale of the Preferred Securities;
                           provided, however, that the Trust may issue no more
                           than one series of Preferred Securities and no more
                           than one series of Common Securities, and, provided
                           further, that there shall be no interests in the
                           Trust other than the Securities and the issuance of
                           the Securities shall be limited to the simultaneous
                           issuance of both Preferred Securities and Common
                           Securities;

                  (b)      in connection with the issue and either sale or
                           exchange of the Preferred Securities to:

                           (i)      execute and file with the Commission one or
                                    more registration statements on Form S-3 or
                                    Form S-4 prepared by the Sponsor, including
                                    any and all amendments thereto in relation
                                    to the Preferred Securities;

                           (ii)     execute and file any documents prepared by
                                    the Sponsor, or take any acts as determined
                                    by the Sponsor to be necessary in order to
                                    qualify or register all or part of the
                                    Preferred Securities in any State in which
                                    the Sponsor has determined to qualify or
                                    register such Preferred Securities for sale
                                    or exchange;

                           (iii)    execute and file an application, prepared by
                                    the Sponsor, to the New York Stock Exchange
                                    or any other national stock exchange or the
                                    Nasdaq Stock Market's National Market for
                                    listing or quotation upon notice of issuance
                                    of any Preferred Securities;

                                       4
<PAGE>

                           (iv)     execute and file with the Commission a
                                    registration statement on Form 8-A,
                                    including any amendments thereto, prepared
                                    by the Sponsor relating to the registration
                                    of the Preferred Securities under Section
                                    12(b) of the Exchange Act; and

                           (v)      prepare, execute and file with the
                                    Commission an Issuer Tender Offer Statement
                                    on Schedule 13E-3 or Schedule 13E-4, as
                                    necessary, or any other appropriate document
                                    or schedule, and any amendments thereto.

                  (c)      to employ or otherwise engage employees and agents
                           (who may be designated as officers with titles) and
                           managers, contractors, advisors, and consultants and
                           provide for reasonable compensation for such
                           services;

                  (d)      to incur expenses which are necessary or incidental
                           to carry out any of the purposes of this Declaration;
                           and

                  (e)      to execute all documents or instruments, perform all
                           duties and powers, and do all things for and on
                           behalf of the Trust in all matters necessary or
                           incidental to the foregoing.

SECTION 2.7. Filing of Certificate of Trust.

         On or after the date of execution of this Declaration, the Trustees
shall cause the filing of the Certificate of Trust for the Trust in the form
attached hereto as Exhibit A with the Secretary of State of the State of
Delaware.

SECTION 2.8. Duration of Trust.

         The Trust, absent dissolution pursuant to the provisions of Section
5.2, shall dissolve on April 1, 2059. SECTION 2.9. .....Responsibilities of the
Sponsor.

         In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

                  (a)      to prepare for filing by the Trust with the
                           Commission one or more registration statements on
                           Form S-3 or Form S-4 in relation to the Preferred
                           Securities, including any amendments thereto;

                  (b)      to determine the States in which to take appropriate
                           action to qualify or register for sale or exchange of
                           all or part of the Preferred Securities and to do any
                           and all such acts, other than actions which must be
                           taken by the Trust, and advise the Trust of actions
                           it must take, and prepare for execution and filing
                           any

                                       5
<PAGE>

                           documents to be executed and filed by the Trust, as
                           the Sponsor deems necessary or advisable in order to
                           comply with the applicable laws of any such States;

                  (c)      to prepare for filing by the Trust an application to
                           the New York Stock Exchange or any other national
                           stock exchange or the Nasdaq National Market for
                           listing or quotation upon notice of issuance of any
                           Preferred Securities;

                  (d)      to prepare for filing by the Trust with the
                           Commission a registration statement on Form 8-A
                           relating to the registration of the class of
                           Preferred Securities under Section 12(b) of the
                           Exchange Act, including any amendments thereto;

                  (e)      to prepare for filing by the Trust with the
                           Commission an Issuer Tender Offer Statement on
                           Schedule 13E-3 or Schedule 13E-4, as necessary, or
                           any other appropriate document or schedule and any
                           amendments thereto; and

                  (f)      to negotiate, on behalf of the Trust, the terms of,
                           and execute and deliver, an underwriting agreement
                           and pricing agreement providing for the sale of the
                           Preferred Securities.

SECTION 2.10. Declaration Binding on Securities Holders.

         Every Person by virtue of having become a holder of a Security or any
interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration.

                                   ARTICLE III
                                    TRUSTEES

SECTION 3.1. Trustees.

         The number of Trustees initially shall be four (4), and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor. The Sponsor is entitled to appoint or
remove without cause any Trustee at any time; provided, however, that the number
of Trustees shall in no event be less than two (2); provided further that one
Trustee, in the case of a natural person, shall be a person who is a resident of
the State of Delaware or that, if not a natural person, is an entity which has
its principal place of business in the State of Delaware (the "Delaware
Trustee"); provided further that there shall be at least one trustee who is an
employee or officer of, or is affiliated with, the Parent (a "Regular Trustee").

SECTION 3.2. Regular Trustees.

         The initial Regular Trustees shall be Sandor E. Samuels, Thomas K.
McLaughlin and Jennifer Sandefur.

                                       6
<PAGE>

                  (a)      Except as expressly set forth in this Declaration,
                           any power of the Regular Trustees may be exercised
                           by, or with the consent of, any one such Regular
                           Trustee;

                  (b)      unless otherwise determined by the Regular Trustees,
                           and except as otherwise required by the Statutory
                           Trust Act, any Regular Trustee is authorized to
                           execute on behalf of the Trust any documents which
                           the Regular Trustees have the power and authority to
                           cause the Trust to execute pursuant to Section 2.6;
                           and

                  (c)      a Regular Trustee may, by power of attorney
                           consistent with applicable law, delegate to any other
                           natural person over the age of 21 his or her power
                           for the purposes of signing any documents which the
                           Regular Trustees have power and authority to cause
                           the Trust to execute pursuant to Section 2.6.

SECTION 3.3. Delaware Trustee.

         The initial Delaware Trustee shall be The Bank of New York (Delaware).

         Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Regular
Trustees described in this Declaration. The Delaware Trustee shall be a Trustee
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Statutory Trust Act. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust or of the Regular Trustees except such acts as the Delaware Trustee is
expressly obligated or authorized to undertake under this Declaration or the
Statutory Trust Act and except for the gross negligence or willful misconduct of
the Delaware Trustee. The Delaware Trustee may resign upon thirty (30) days'
prior notice to the Sponsor.

SECTION 3.4. Institutional Trustee.

         Prior to the issuance of the Preferred Securities and Common
Securities, the Sponsor shall appoint another trustee (the "Institutional
Trustee") meeting the requirements of an eligible trustee of the Trust Indenture
Act of 1939, as amended, by the execution of an amendment to this Declaration
executed by the Regular Trustees, the Sponsor, the Institutional Trustee and the
Delaware Trustee.

SECTION 3.5. Not Responsible for Recitals or Sufficiency of Declaration.

         The recitals contained in this Declaration shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility for
their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration.

                                       7
<PAGE>

                                   ARTICLE IV
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1.        Exculpation.

                  (a)      No Indemnified Person shall be liable, responsible or
                           accountable in damages or otherwise to the Trust or
                           any Covered Person for any loss, damage or claim
                           incurred by reason of any act or omission performed
                           or omitted by such Indemnified Person in good faith
                           on behalf of the Trust and in a manner such
                           Indemnified Person reasonably believed to be within
                           the scope of the authority conferred on such
                           Indemnified Person by this Declaration or by law,
                           except that an Indemnified Person shall be liable for
                           any such loss, damage or claim incurred by reason of
                           such Indemnified Person's negligence or willful
                           misconduct with respect to such acts or omissions;
                           and

                  (b)      An Indemnified Person shall be fully protected in
                           relying in good faith upon the records of the Trust
                           and upon such information, opinions, reports or
                           statements presented to the Trust by any Person as to
                           matters the Indemnified Person reasonably believes
                           are within such other Person's professional or expert
                           competence and who has been selected with reasonable
                           care by or on behalf of the Trust, including
                           information, opinions, reports or statements as to
                           the value and amount of the assets, liabilities,
                           profits, losses, or any other facts pertinent to the
                           existence and amount of assets from which
                           distributions to holders of Securities might properly
                           be paid.

SECTION 4.2.        Fiduciary Duty.

                  (a)      To the extent that, at law or in equity, an
                           Indemnified Person has duties (including fiduciary
                           duties) and liabilities relating thereto to the Trust
                           or to any other Covered Person, an Indemnified Person
                           acting under this Declaration shall not be liable to
                           the Trust or to any other Covered Person for its good
                           faith reliance on the provisions of this Declaration.
                           The provisions of this Declaration, to the extent
                           that they restrict the duties and liabilities of an
                           Indemnified Person otherwise existing at law or in
                           equity, are agreed by the parties hereto to replace
                           such other duties and liabilities of such Indemnified
                           Person;

                  (b)      Unless otherwise expressly provided herein:

                           (i)      whenever a conflict of interest exists or
                                    arises between Covered Persons, or

                                       8
<PAGE>

                           (ii)     whenever this Declaration or any other
                                    agreement contemplated herein or therein
                                    provides that an Indemnified Person shall
                                    act in a manner that is, or provides terms
                                    that are, fair and reasonable to the Trust
                                    or any holder of Securities,

                           the Indemnified Person shall resolve such conflict of
                           interest, take such action or provide such terms,
                           considering in each case the relative interest of
                           each party (including its own interest) to such
                           conflict, agreement, transaction or situation and the
                           benefits and burdens relating to such interests, any
                           customary or accepted industry practices, and any
                           applicable generally accepted accounting practices or
                           principles. In the absence of bad faith by the
                           Indemnified Person, the resolution, action or term so
                           made, taken or provided by the Indemnified Person
                           shall not constitute a breach of this Declaration or
                           any other agreement contemplated herein or of any
                           duty or obligation of the Indemnified Person at law
                           or in equity or otherwise; and

                  (c)      Whenever in this Declaration an Indemnified Person is
                           permitted or required to make a decision:

                           (i)      in its "discretion" or under a grant of
                                    similar authority, the Indemnified Person
                                    shall be entitled to consider such interests
                                    and factors as it desires, including its own
                                    interests, and shall have no duty or
                                    obligation to give any consideration to any
                                    interest of or factors affecting the Trust
                                    or any other Person; or

                           (ii)     in its "good faith" or under another express
                                    standard, the Indemnified Person shall act
                                    under such express standard and shall not be
                                    subject to any other or different standard
                                    imposed by this Declaration or by applicable
                                    law.

SECTION 4.3.        Indemnification.

                  (a)      (i)      The Sponsor shall indemnify, to the full
                                    extent permitted by law, any Debenture
                                    Issuer Indemnified Person who was or is a
                                    party or is threatened to be made a party to
                                    any threatened, pending or completed action,
                                    suit or proceeding, whether civil, criminal,
                                    administrative or investigative (other than
                                    an action by or in the right of the Trust)
                                    by reason of the fact that he is or was a
                                    Debenture Issuer Indemnified Person against
                                    expenses (including attorneys' fees),
                                    judgments, fines and amounts paid in
                                    settlement actually and reasonably incurred
                                    by him in connection with such action, suit
                                    or proceeding except that

                                       9
<PAGE>

                                    no Debenture Issuer Indemnified Person will
                                    be indemnified for such Debenture Issuer
                                    Indemnified Person's own gross negligence or
                                    willful misconduct. The termination of any
                                    action, suit or proceeding by judgment,
                                    order, settlement, conviction, or upon a
                                    plea of nolo contendere or its equivalent,
                                    shall not, of itself, create a presumption
                                    that the Debenture Issuer Indemnified Person
                                    did not act in good faith and in a manner
                                    which he reasonably believed to be in or not
                                    opposed to the best interests of the Trust,
                                    and, with respect to any criminal action or
                                    proceeding, had reasonable cause to believe
                                    that his conduct was unlawful.

                           (ii)     The Sponsor shall indemnify, to the full
                                    extent permitted by law, any Debenture
                                    Issuer Indemnified Person who was or is a
                                    party or is threatened to be made a party to
                                    any threatened, pending or completed action
                                    or suit by or in the right of the Trust to
                                    procure a judgment in its favor by reason of
                                    the fact that he is or was a Debenture
                                    Issuer Indemnified Person against expenses
                                    (including attorneys' fees) actually and
                                    reasonably incurred by him in connection
                                    with the defense or settlement of such
                                    action or suit except that no Debenture
                                    Issuer Indemnified Person will be
                                    indemnified for such Debenture Issuer
                                    Indemnified Person's own gross negligence or
                                    willful misconduct and except that no such
                                    indemnification shall be made in respect of
                                    any claim, issue or matter as to which such
                                    Debenture Issuer Indemnified Person shall
                                    have been adjudged to be liable to the Trust
                                    unless and only to the extent that the Court
                                    of Chancery of Delaware or the court in
                                    which such action or suit was brought shall
                                    determine upon application that, despite the
                                    adjudication of liability but in view of all
                                    the circumstances of the case, such person
                                    is fairly and reasonably entitled to
                                    indemnity for such expenses which such Court
                                    of Chancery or such other court shall deem
                                    proper.

                           (iii)    To the extent that a Debenture Issuer
                                    Indemnified Person shall be successful on
                                    the merits or otherwise (including dismissal
                                    of an action without prejudice or the
                                    settlement of an action without admission of
                                    liability) in defense of any action, suit or
                                    proceeding referred to in paragraphs (i) and
                                    (ii) of this Section 4.3(a), or in defense
                                    of any claim, issue of matter therein, he
                                    shall be indemnified, to the full extent
                                    permitted by law, against expenses
                                    (including attorneys' fees) actually and
                                    reasonably incurred by him in connection
                                    therewith.

                                       10
<PAGE>

                           (iv)     Any indemnification under paragraphs (i) and
                                    (ii) of this Section 4.3(a) (unless ordered
                                    by a court) shall be made by the Sponsor
                                    only as authorized in the specific case upon
                                    a determination that indemnification of the
                                    Debenture Issuer Indemnified Person is
                                    proper in the circumstances because he has
                                    met the applicable standard of conduct set
                                    forth in paragraphs (i) and (ii). Such
                                    determination shall be made (1) by the
                                    Regular Trustees by a majority vote of a
                                    quorum consisting of such Regular Trustees
                                    who were not parties to such action, suit or
                                    proceeding, (2) if such a quorum is not
                                    obtainable, or, even if obtainable, if a
                                    quorum of disinterested Regular Trustees so
                                    directs, by independent legal counsel in a
                                    written opinion, or (3) by the Common
                                    Security Holder of the Trust.

                           (v)      Expenses (including attorneys' fees)
                                    incurred by a Debenture Issuer Indemnified
                                    Person in defending a civil, criminal,
                                    administrative or investigative action, suit
                                    or proceeding referred to in paragraphs (i)
                                    and (ii) of this Section 4.3(a) shall be
                                    paid by the Sponsor in advance of the final
                                    disposition of such action, suit or
                                    proceeding upon receipt of an undertaking by
                                    or on behalf of such Debenture Issuer
                                    Indemnified Person to repay such amount if
                                    it shall ultimately be determined that he is
                                    not entitled to be indemnified by the
                                    Sponsor as authorized in this Section
                                    4.3(a). Notwithstanding the foregoing, no
                                    advance shall be made by the Sponsor if a
                                    determination is reasonably and promptly
                                    made (i) by the Regular Trustees by a
                                    majority vote of a quorum of disinterested
                                    Regular Trustees, (ii) if such a quorum is
                                    not obtainable, or, even if obtainable, if a
                                    quorum of disinterested Regular Trustees so
                                    directs, by independent legal counsel in a
                                    written opinion or (iii) the Common Security
                                    Holder of the Trust, that, based upon the
                                    facts known to the Regular Trustees, counsel
                                    or the Common Security Holder at the time
                                    such determination is made, such Debenture
                                    Issuer Indemnified Person's actions
                                    constituted gross negligence or willful
                                    misconduct. In no event shall any advance be
                                    made in instances where the Regular
                                    Trustees, independent legal counsel or
                                    Common Security Holder reasonably determine
                                    that such person deliberately breached his
                                    duty to the Trust or its Common or Preferred
                                    Security Holders.

                           (vi)     The indemnification and advancement of
                                    expenses provided by, or granted pursuant
                                    to, the other paragraphs of this Section
                                    4.3(a) shall not be deemed exclusive of any
                                    other rights to which those seeking
                                    indemnification and

                                       11
<PAGE>

                                    advancement of expenses may be entitled
                                    under any agreement, vote of stockholders or
                                    disinterested directors of the Sponsor or
                                    Preferred Security Holders of the Trust or
                                    otherwise, both as to action in his official
                                    capacity and as to action in another
                                    capacity while holding such office. All
                                    rights to indemnification under this Section
                                    4.3(a) shall be deemed to be provided by a
                                    contract between the Sponsor and each
                                    Debenture Issuer Indemnified Person who
                                    serves in such capacity at any time while
                                    this Section 4.3(a) is in effect. Any repeal
                                    or modification of this Section 4.3(a) shall
                                    not affect any rights or obligations then
                                    existing.

                           (vii)    The Sponsor or the Trust may purchase and
                                    maintain insurance on behalf of any Person
                                    who is or was a Debenture Issuer Indemnified
                                    Person against any liability asserted
                                    against him and incurred by him in any such
                                    capacity, or arising out of his status as
                                    such, whether or not the Sponsor would have
                                    the power to indemnify him against such
                                    liability under the provisions of this
                                    Section 4.3(a).

                           (viii)   For purposes of this Section 4.3(a),
                                    references to "the Trust" shall include, in
                                    addition to the resulting or surviving
                                    entity, any constituent entity (including
                                    any constituent of a constituent) absorbed
                                    in a consolidation or merger, so that any
                                    Person who is or was a director, trustee,
                                    officer or employee of such constituent
                                    entity, or is or was serving at the request
                                    of such constituent entity as a director,
                                    trustee, officer, employee or agent of
                                    another entity, shall stand in the same
                                    position under the provisions of this
                                    Section 4.3(a) with respect to the resulting
                                    or surviving entity as he would have with
                                    respect to such constituent entity if its
                                    separate existence had continued.

                           (ix)     The indemnification and advancement of
                                    expenses provided by, or granted pursuant
                                    to, this Section 4.3(a) shall, unless
                                    otherwise provided when authorized or
                                    ratified, continue as to a person who has
                                    ceased to be a Debenture Issuer Indemnified
                                    Person and shall inure to the benefit of the
                                    heirs, executors and administrators of such
                                    a Person.

                  (b)      The Sponsor agrees to indemnify (i) the Delaware
                           Trustee, (ii) any Affiliate of the Delaware Trustee,
                           and (iii) any officers, directors, shareholders,
                           members, partners, employees, representatives,
                           nominees, custodians or agents of the Delaware
                           Trustee (each of the Persons in (i) through (iii)
                           being referred to as a "Fiduciary

                                       12
<PAGE>

                           Indemnified Person") for, and to hold each Fiduciary
                           Indemnified Person harmless against, any and all
                           losses, liabilities or expenses incurred without
                           gross negligence or willful misconduct on its part,
                           arising out of or in connection with the acceptance
                           or administration of the trust or trusts hereunder,
                           including the costs and expenses (including
                           reasonable legal fees and expenses) of defending
                           itself against, or investigating, any claim or
                           liability in connection with the exercise or
                           performance of any of its powers or duties hereunder.
                           The obligation to indemnify as set forth in this
                           Section 4.3(b) shall survive the termination of this
                           Declaration and the resignation or removal of the
                           Delaware Trustee.

SECTION 4.4. Outside Businesses.

         Any Covered Person, the Sponsor and the Delaware Trustee may engage in
or possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the holders of Securities shall have no rights by
virtue of this Declaration in and to such independent ventures or the income or
profits derived therefrom and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor or the Delaware Trustee shall be
obligated to present any particular investment or other opportunity to the Trust
even if such opportunity is of a character that, if presented to the Trust,
could be taken by the Trust, and any Covered Person, the Sponsor and the
Delaware Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person and the Delaware Trustee may
engage or be interested in any financial or other transaction with the Sponsor
or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent
for or may act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

                                    ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1. Amendments.

         At any time before the issue of any Securities, this Declaration may be
amended by, and only by, a written instrument executed by all of the Regular
Trustees and the Sponsor.

SECTION 5.2. Termination of Trust.

                  (a)      The Trust shall terminate and be of no further force
                           or effect:

                           (i)      upon the bankruptcy of the Sponsor or the
                                    Debenture Issuer;

                           (ii)     upon the filing of a certificate of
                                    dissolution or its equivalent with respect
                                    to the Sponsor or the Debenture

                                       13
<PAGE>

                                    Issuer or the revocation of the Sponsor's or
                                    the Debenture Issuer's charter or of the
                                    Trust's certificate of trust;

                           (iii)    upon the entry of a decree of judicial
                                    dissolution of the Sponsor, the Debenture
                                    Issuer or the Trust; and

                           (iv)     before the issue of any Securities, with the
                                    consent of all of the Regular Trustees and
                                    the Sponsor; and

                  (b)      As soon as is practicable after the occurrence of an
                           event referred to in Section 5.2(a), the Trustees
                           shall file a certificate of cancellation with the
                           Secretary of State of the State of Delaware.

SECTION 5.3. Governing Law.

         This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

SECTION 5.4. Headings.

         Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

SECTION 5.5. Successors and Assigns.

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

SECTION 5.6. Partial Enforceability.

         If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

SECTION 5.7. Counterparts.

         This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.

                                       14
<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                                            /s/ SANDOR E. SAMUELS
                                            ------------------------------------
                                            Name:  Sandor E. Samuels
                                            Title: Regular Trustee

                                            /s/ THOMAS K. McLAUGHLIN
                                            ------------------------------------
                                            Name:  Thomas K. McLaughlin
                                            Title: Regular Trustee

                                            /s/ JENNIFER SANDEFUR
                                            ------------------------------------
                                            Name:  Jennifer Sandefur
                                            Title: Regular Trustee

                                            THE BANK OF NEW YORK (DELAWARE),
                                            as Delaware Trustee

                                            By: /s/ KRISTINE K. GULLO
                                                --------------------------------
                                                Name:  Kristine K. Gullo
                                                Title: Asst. Vice President

                                            COUNTRYWIDE FINANCIAL CORPORATION,
                                            as Sponsor

                                            By: /s/ STANFORD L. KURLAND
                                                --------------------------------
                                                Name:  Stanford L. Kurland
                                                Title: President and
                                                       Chief Operating Officer

                                       15
<PAGE>

                                    EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                             COUNTRYWIDE CAPITAL VI

         This Certificate of Trust of Countrywide Capital VI dated April 1,
2004, is hereby duly executed and filed by the undersigned, as trustees of
Countrywide Capital VI, for the purpose of forming a statutory trust under the
Delaware Statutory Trust Act, 12 Del. C. Section 3801 et seq. The undersigned,
as trustees, do hereby certify as follows:

         1.       Name. The name of the statutory trust formed hereby (the
"Trust") is "Countrywide Capital VI."

         2.       Delaware Trustee. The name and business address of the trustee
of the Trust which has its principal place of business in the State of Delaware,
as required by 12 Del. C. Sec. 3807(a), is The Bank of New York (Delaware),
White Clay Center, Route 273, Newark, Delaware 19711.

         3.       Effective Date. This Certificate of Trust shall be effective
as of the date of its filing.

         IN WITNESS WHEREOF, the undersigned, being the sole trustees of the
Trust at the time of filing of this Certificate of Trust, have executed this
Certificate of Trust as of the date first above written.

                                    ____________________________________________
                                    Name:  Sandor E. Samuels
                                    Title: Regular Trustee

                                    ____________________________________________
                                    Name:  Thomas K. McLaughlin
                                    Title: Regular Trustee

                                    ____________________________________________
                                    Name:  Jennifer Sandefur
                                    Title: Regular Trustee

                                       16
<PAGE>

                                    The Bank of New York (Delaware), as Delaware
                                    Trustee

                                    By: ________________________________________
                                        Name:
                                        Title:

                                       17