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                                                                   EXHIBIT 4.3.3

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                                 CW MERGER CORP.
                             A DELAWARE CORPORATION

                                      INTO

                       COUNTRYWIDE CREDIT INDUSTRIES, INC.
                             A DELAWARE CORPORATION

                         (Pursuant to Section 253 of the
                        Delaware General Corporation Law)

      Countrywide Credit Industries, Inc., a Delaware corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify that:

      FIRST: The Corporation was incorporated on December 2, 1986 pursuant to
the General Corporation Law of the State of Delaware.

      SECOND: The Corporation is the owner of all of the issued and outstanding
common shares of CW Merger Corp., a Delaware corporation incorporated on October
16, 2002, pursuant to the General Corporation Law of the State of Delaware.

      THIRD: The Corporation hereby merges CW Merger Corp. into the Corporation.

      FOURTH: In a Telephonic Meeting of the Board of Directors of the
Corporation on October 23, 2002, the Board of Directors adopted the following
recitals and resolutions to merge CW Merger Corp. into the Corporation:

            WHEREAS, this Board of Directors has previously deemed it advisable
      and in the best interest of the Corporation to change its corporate name;
      and

            WHEREAS, it is proposed that CW Merger Corp., a Delaware corporation
      and wholly owned subsidiary of the Corporation be merged into the
      Corporation, with the Corporation being the surviving entity for the
      purpose of effectuating the name change;

            NOW THEREFORE, BE IT RESOLVED, That CW Merger Corp., a Delaware
      corporation ("CMC") merge and it hereby does merge into the Corporation
      pursuant to the provisions of Section 253 of the Delaware General
      Corporation Law and Sections 332 and 337 of the Internal Revenue Code of
      1986, as amended (the "IRC"), with the Corporation being the surviving
      entity (the "Merger");

            RESOLVED FURTHER, That the Merger be and it hereby is, approved and
      authorized;

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            RESOLVED FURTHER, That the Merger shall become effective upon the
      filing of a Certificate of Ownership and Merger with the Secretary of
      State of the State of Delaware in accordance with the Delaware General
      Corporation Law (the "Effective Date");

            RESOLVED FURTHER, That upon the Effective Date (i) the separate
      existence and corporate organization of CMC shall cease and the
      Corporation shall thereupon become the surviving corporation and shall
      continue its existence under Delaware law, (ii) the Corporation shall
      assume all of the obligations and liabilities of CMC, and (iii) the issued
      and outstanding shares of stock of CMC shall not be converted in any
      manner, but each said share of stock which is issued as of the Effective
      Date shall be surrendered and cancelled;

            RESOLVED FURTHER, That upon the Effective Date, the name of the
      Corporation shall be changed to "Countrywide Financial Corporation" and
      ARTICLE FIRST of the Restated Certificate of Incorporation of the
      Corporation shall be amended to read as follows:

            "FIRST: The name of the corporation is Countrywide Financial
      Corporation."

            RESOLVED FURTHER, That, except for the foregoing amendment to
      ARTICLE FIRST, the Restated Certificate of Incorporation shall remain
      unchanged by the Merger and in full force and effect until further amended
      in accordance with the Delaware General Corporation Law;

            RESOLVED FURTHER, That the distribution of the assets of CMC
      pursuant to the Merger shall constitute a plan of complete liquidation of
      CMC and shall in all particulars conform to the requirements of Sections
      332 and 337 of the IRC;

            RESOLVED FURTHER, That the officers of the Corporation be, and they
      hereby are, authorized, empowered and directed for and on behalf of the
      Corporation and in its name (i) to execute and file or cause to be filed
      with the Delaware Secretary of State a Certificate of Ownership and Merger
      evidencing the Merger pursuant to which the Corporation will change its
      name as described above, (ii) to cause to be filed certificates evidencing
      the Merger and change of name with such other states where the Corporation
      is qualified to do business as may require a filing evidencing the Merger
      or change of name, and (iii) to execute and file or cause to be filed any
      such other documents as may be required to evidence the Merger or change
      of name;

            RESOLVED FURTHER, That all actions taken and documents executed by
      the officers or other authorized representative of the Corporation, or any
      person or persons designated and authorized to act by any of them, prior
      to the adoption of these resolutions in connection with the transactions
      described above, are hereby ratified, confirmed, approved and adopted in
      all respects; and

            RESOLVED FURTHER, That the officers of the Corporation, and any of
      them, be, and each of them hereby is, authorized, empowered and directed
      to do or


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      cause to be done all such acts or things and to sign and deliver, or cause
      to be signed and delivered all such further agreements, documents,
      instruments and certificates, required or permitted to be given or made in
      connection with the Merger and the change of name, in the name and on
      behalf of the Corporation or otherwise (including without limitation any
      written consents as the sole stockholder of CMC), as such officer or
      officers of the Corporation executing the same shall deem necessary,
      advisable or appropriate to carry out the purposes and intent of the
      foregoing resolutions with such changes, additions and modifications
      thereto and any supplements or amendments thereof, as such officers
      executing and/or delivering the same have approved, such approval to be
      conclusively evidenced by such officer's execution and delivery thereof
      and to perform the obligations of the Corporation.

            IN WITNESS WHEREOF, the Corporation has caused this certificate to
      be executed by its duly authorized officer this 7th day of November, 2002.

                             COUNTRYWIDE CREDIT INDUSTRIES, INC.
                             a Delaware corporation


                             By:  /s/ Sandor E. Samuels
                                 --------------------------------------------
                                 Sandor E. Samuels, Senior Managing Director,
                                 Legal, General Counsel & Secretary


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