Exhibit 4.11






Exhibit 4.11








First Supplemental Note

Deed Poll




Dated 1 July 2008



relating to the Note Deed Poll dated 29 April 2005 (“Note Deed Poll”) for the
A$3,500,000,000 Medium Term Note Programme of Countrywide Financial Corporation




Countrywide Financial Corporation (“CFC”)

Red Oak Merger Corporation (“Corporation”)



FOR THE PURPOSES OF UNITED STATES FEDERAL INCOME TAX LAWS, THE REGISTERED NOTES AND THE BEARER
NOTES ARE BOTH “BEARER OBLIGATIONS”. ANY UNITED STATES PERSON WHO HOLDS A NOTE WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES FEDERAL INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES OF AMERICA SECURITIES
ACT OF 1933, AS AMENDED (“SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS
AND NEITHER THE NOTES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF TO OR FOR THE ACCOUNT OR BENEFIT OF A US PERSON (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION UNDER THE SECURITIES ACT AND
THE RULES AND REGULATIONS THEREUNDER OR ANY APPLICABLE STATE SECURITIES LAW. THE ISSUER HAS NOT
BEEN AND WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE UNITED STATES INVESTMENT COMPANY
ACT OF 1940, AS AMENDED.



FOR UNITED STATES FEDERAL INCOME TAX AND SECURITIES LAWS PURPOSES, EACH TRANCHE OF REGISTERED NOTES
AND, FOR THE PURPOSES OF THAT TRANCHE OF REGISTERED NOTES ONLY, THIS DEED POLL, CONSTITUTE A
TEMPORARY GLOBAL NOTE ISSUED IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND WILL
BECOME A PERMANENT GLOBAL NOTE ON OR AFTER THE EXCHANGE DATE UPON AND TO THE EXTENT OF DELIVERY TO
THE PAYING AGENT OF (A) A CERTIFICATE OR CERTIFICATES FROM AUSTRACLEAR LIMITED (AS OPERATOR OF THE
AUSTRACLEAR SYSTEM) BASED UPON A WRITTEN CERTIFICATION OR CERTIFICATIONS FROM THE MEMBER
ORGANISATIONS SHOWN IN THE RECORDS OF AUSTRACLEAR LIMITED AS HOLDING AN INTEREST IN THE NOTE AND
DATED NOT EARLIER THAN THE EXCHANGE DATE IN SUBSTANTIALLY THE FORM SET OUT IN APPENDICES 1 AND 2 OF
THIS DEED POLL RESPECTIVELY; OR (B) WHERE THE TRANCHE OF REGISTERED NOTES IS NOT SETTLED THROUGH
THE AUSTRACLEAR SYSTEM, A CERTIFICATE OR CERTIFICATES FROM THE RELEVANT NOTEHOLDERS IN
SUBSTANTIALLY THE FORM SET OUT IN APPENDIX 2 OF THIS DEED POLL. {US COUNSEL TO CONFIRM IF THIS
LEGEND WHICH APPEARS ON THE NOTED DEE POLL IS REQUIRED FOR THIS FIRST SUPPLEMENTAL NOTE DEED POLL.]




Mallesons Stephen Jaques

Level 50

Bourke Place

600 Bourke Street

Melbourne Vic 3000

Australia

T +61 3 9643 4000

F +61 3 9643 5999

DX 101 Melbourne




 









 





(i)




	 	 	 	 	 	 	 	 	 
	Contents	 	 	Note Deed Poll	 	 	 	 
	 	 	 	 	1 Assumption
	 	 	2	 
	 
	 	 	 	 	Assumption of the Notes
	 	 	2	 
	 	 	 	 	Name
	 	 	2	 
	 	 	 	 	Benefit and entitlement
	 	 	3	 
	 	 	 	 	Rights independent
	 	 	3	 
	 	 	 	 	Noteholders bound
	 	 	3	 
	 	 	 	 	Direction to hold this First Supplemental Note Deed Poll
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	2 Miscellaneous
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Effect of this First Supplemental Note Deed Poll
	 	 	3	 
	 	 	 	 	Note Deed Poll Remains in Full Force and Effect
	 	 	3	 
	 	 	 	 	Note Deed Poll and Supplemental Note Deed Polls
Construed Together
	 	 	3	 
	 	 	 	 	Confirmation and Preservation of Note Deed Poll.
	 	 	4	 
	 	 	 	 	Severability
	 	 	4	 
	 	 	 	 	Terms Defined in the Note Deed Poll
	 	 	4	 
	 	 	 	 	Addresses for Notices to the Corporation.
	 	 	4	 
	 	 	 	 	Headings
	 	 	5	 
	 	 	 	 	Benefits of First Supplemental Note Deed Poll
	 	 	5	 
	 	 	 	 	Counterparts
	 	 	5	 
	 	 	 	 	Governing law.
	 	 	5	 






 









 






Note Deed Poll




	 	 	 	 	 
	Date:

	 	 	 	1 July 2008
	 
	 	 	 	 
	By:

	 	 	 	COUNTRYWIDE FINANCIAL CORPORATION, a company incorporated with
limited liability in the State of Delaware ( “CFC” )
	 
	 	 	 	 
	And:

	 	 	 	RED OAK MERGER CORPORATION, a company incorporated with limited
liability in the State of Delaware (“Corporation ”)
	 
	 	 	 	 
	In favour of:

	 	 	 	Each person who is from time to time a Noteholder (as defined in the
Note Deed Poll).
	 
	 	 	 	 
	Recitals:
	 	 	 	 
	 
	 	 	 	 
	 

	 	A.
	 	CFC is the Issuer under the Note Deed Poll dated 29 April 2005
(as amended and supplemented, the “Note Deed Poll ”), which
provides for the constitution of the notes issued by CFC under a
A$3,500,000,000 Medium Term Note Programme.
	 
	 	 	 	 
	 

	 	B.
	 	There is outstanding under the terms of the Note Deed Poll one
or more series of notes (“Notes”).
	 
	 	 	 	 
	 

	 	C.
	 	Bank of America Corporation, CFC and the Corporation have
entered into an Agreement and Plan of Merger (“Merger
Agreement”), dated as of 11 January 2008, pursuant to which
CFC will merge with and into the Corporation (“Merger”),
with the Corporation as the surviving corporation in the
Merger.
	 
	 	 	 	 
	 

	 	D.
	 	The Merger is expected to be consummated on 1 July 2008.
	 
	 	 	 	 
	 

	 	E.
	 	Condition 4.4 of the Notes provides that in the case of a merger
of Issuer, the surviving corporation shall expressly assume by
supplemental note deed poll all the obligations and covenants
under the Notes and the Note Deed Poll to be performed and
observed by the Issuer.
	 
	 	 	 	 
	 

	 	F.
	 	This First Supplemental Note Deed Poll has been duly
authorized by all necessary corporate action on the part of CFC
and the Corporation.
	 
	 	 	 	 
	 

	 	G.
	 	CFC and the Corporation are of the opinion that this First
Supplemental Note Deed Poll is not materially prejudicial to
the interests of the Noteholders.
	 
	 	 	 	 
	 

	 	H.
	 	The Issuer has delivered to the Programme Manager (as
defined in the note Deed Poll) a certificate signed by two of its
directors and an opinion of counsel acceptable to the
Programme Manager, stating that the Merger and this First






 









 






	 	 	 	 	 
	 

	 	 	 	Supplemental Note Deed Poll comply with the Conditions and
all conditions precedent provided for in the Conditions relating
to the Merger have been complied with.
	 
	 	 	 	 
	 

	 	I.
	 	Countrywide Home Loans, Inc., being the Guarantor under the
Note Deed Poll has delivered to the Programme Manager a
certificate signed by two of its directors and an opinion of
counsel acceptable to the Programme Manager, stating that the
Guarantor’s obligations under the Guarantee remain in full
force and effect after the Merger and the assumption by the
Corporation of the due and punctual payment of the principal of
(and premium, if any) and any interest on the Notes and the due
and punctual performance of all the obligations, and the
observance of every covenant, of the Issuer under the Note
Deed Poll as set out in this First Supplemental Note Deed Poll.
	 
	 	 	 	 
	 

	 	J.
	 	All things necessary to make this First Supplemental Note
Deed Poll a valid note deed poll and agreement according to its
terms has been done.






Operative provisions:




ASSUMPTION




Assumption of the Notes




The Corporation hereby represents and warrants that



it is a corporation organized and existing under the laws of
the State of Delaware and is the surviving corporation in the
Merger; and



the execution, delivery and performance of this First
Supplemental Note Deed Poll has been duly authorized by
the board of directors of the Corporation.



The Corporation hereby expressly assumes the due and punctual payment of
the principal of (and premium, if any) and any interest on all the Notes
and the due and punctual performance of all the obligations, and the
observance of every covenant, of the Issuer under the Note Deed Poll.



Name




Effective 1 July 2008, the name of Issuer shall be “Countrywide
Financial Corporation (formerly known as Red Oak Merger Corporation),”
as the successor corporation under the Note Deed Poll.



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Benefit and entitlement




This First Supplemental Note Deed Poll is executed as a deed poll.
Accordingly, each Noteholder has the benefit of, and is entitled to
enforce, this deed poll against the Issuer even though it is not a party
to, or is not in existence at the time of execution and delivery of, this
First Supplemental Note Deed Poll.



Rights independent




Each Noteholder may enforce its rights under this First Supplemental
Note Deed Poll independently from each other Noteholder.



Noteholders bound




Each Noteholder and any person claiming through or under a Noteholder
is bound by this First Supplemental Note Deed Poll.



Direction to hold this First Supplemental Note Deed Poll




Each Noteholder is taken to have irrevocably nominated and authorised
the Registrar to hold this deed poll in New South Wales (or such other
place as the Issuer and the Registrar agree) on its behalf. The Issuer
and the Registrar acknowledge the right of every Noteholder to the
production of this First Supplemental Note Deed Poll.



MISCELLANEOUS




Effect of this First Supplemental Note Deed Poll




Upon the later to occur of:



the execution and delivery of this First Supplemental Note Deed
Poll by CFC and the Corporation; and



the effective time of the Merger,




the Note Deed Poll shall be supplemented in accordance with this
First Supplemental Note Deed Poll, and this First Supplemental
Note Deed Poll shall form a part of the Note Deed Poll for all
purposes, and every Noteholder shall be bound thereby.



Note Deed Poll Remains in Full Force and Effect




Except as supplemented hereby, all provisions in the Note Deed Poll
shall remain in full force and effect.



Note Deed Poll and Supplemental Note Deed Polls Construed Together




This First Supplemental Note Deed Poll is supplemental to the Note Deed
Poll, and the Note Deed Poll and this First


3









 






Supplemental Note Deed Poll shall be read and construed together.



Confirmation and Preservation of Note Deed Poll.




The Note Deed Poll as supplemented by this First Supplemental Note Deed
Poll is in all other respects confirmed and preserved.



Severability




In case any provision in this First Supplemental Note Deed Poll shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired by this First Supplemental Note Deed Poll.



Terms Defined in the Note Deed Poll




All capitalized terms not otherwise defined in this First
Supplemental Note Deed Poll shall have the meanings ascribed to them
in the Note Deed Poll.



Addresses for Notices to the Corporation.




Any notice or demand which by any provisions of this First Supplemental
Note Deed Poll or the Note Deed Poll is required or permitted to be
given or served on the Corporation may be given in accordance with the
Conditions or served by postage prepaid first class mail addressed
(until another address is notified by the Corporation in accordance
with the Conditions) as follows:



Bank of America Corporation

Bank of America Corporate Center

100 North Tryon Street

NC1-007-07-06

Corporate Treasury Division

Charlotte, North Carolina 28255

Telephone: (980) 387-3776

Facsimile: (980) 386-0270

Attention: B. Kenneth Burton, Jr.




together with a copy to:




Bank of America Corporation

Legal Department

NC1-002-29-01

101 South Tryon Street

Charlotte, North Carolina 28255

Telephone: (704) 386-4238




4









 





Facsimile: (704) 386-1670

Attention: Teresa M. Brenner, Esq.




Headings




The headings of this First Supplemental Note Deed Poll have been
inserted for convenience of reference only, are not to be considered
part of this First Supplemental Note Deed Poll and shall in no way
modify or restrict any of the terms or provisions hereof.



Benefits of First Supplemental Note Deed Poll




Nothing in this First Supplemental Note Deed Poll or the Notes, express
or implied, shall give to any person, other than the parties to this
First Supplemental Note Deed Poll and their successors and the
Noteholders, any benefit of any legal or equitable right, remedy or claim
under the Note Deed Poll, this First Supplemental Note Deed Poll or the
Notes.



Counterparts




The parties may sign any number of copies of this First Supplemental Note
Deed Poll. Each signed copy shall be an original, but all of them
together represent the same agreement.



Governing law.




This First Supplemental Note Deed Poll is governed by the law in force
in New South Wales.



Clauses 4.2, 4.3 and 4.4 of the Note Deed Poll apply to this First
Supplemental Note Deed Poll in the same manner as they apply to the Note
Deed Poll.



EXECUTED as a deed poll by each of CFC and the Corporation





5









 








Execution page




	 	 	 	 	 	 	 	 	 
	CFC
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED POLL by

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	COUNTRYWIDE FINANCIAL

	 	 	)	 	 	 	 	 
	CORPORATION acting under the

	 	 	)	 	 	 	 	 
	authority of that company in the presence

	 	 	)	 	 	 	 	 
	of:

	 	 	)

)

)	 	 	 	 	 
	 
	 	 	)	 	 	/s/ Jennifer S. Sandefur 
	 	 
	 
	 	 		 	 	 
	 	 
	Signature of witness
	 	 	)	 	 	By
executing this deed the authorised

	 	 
	 

	 	 	)	 	 	signatory states that it has received no	 	 
	 

	 	 	)	 	 	notice of revocation of its signing authority	 	 
	 

Name of witness (block letters)

	 	 	)	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	Corporation
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED POLL by

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	RED OAK MERGER CORPORATION

	 	 	)	 	 	 	 	 
	acting under the authority of that company

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)

)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	/s/
Joe L. Price 
	 	 
	 
	 	 		 	 	 
	 	 
	Signature of witness
	 	 	)	 	 	By
executing this deed the authorised

	 	 
	 

	 	 	)	 	 	signatory states that it has received no	 	 
	 

	 	 	)	 	 	notice of revocation of its signing authority	 	 
	 

Name of witness (block letters)

	 	 	)	 	 	 
	 	 







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