**EXHIBIT10.140**

**SIXTHAMENDMENT TOCOUNTRYWIDE FINANCIAL CORPORATIONEXECUTIVE DEFERRED COMPENSATION PLAN**

**WHEREAS**, Countrywide Financial Corporation, a Delaware corporation (the “Company”),****established the Countrywide Financial Corporation ExecutiveDeferred Compensation Plan, a nonqualified deferred compensation arrangementfor a select group of management or highly compensated employees, effectiveAugust 1, 1993 (the “Plan”).

**WHEREAS**,****inorder to transition the Plan to the requirements of Internal Revenue Code Section 409A (“Code Section 409A”), the Company hasdecided to (i) effective December 31, 2004 discontinue deferrals intoaccounts that exist in the Plan as of such date, and (ii) implement a new planthat complies with the requirements of Code Section 409A and that governs allamounts deferred or vested after December 31, 2004;

**WHEREAS**,****theterms of the new plan document will be finalized no later than December 31,2006 in accordance with the proposed Treasury Regulations for Code Section409A; however, the new plan shall be operated in accordance with Code Section409A and related Treasury guidance and Regulations beginning January 1, 2005;and

**WHEREAS**,****inconnection with the transition of the existing nonqualified deferredcompensation arrangement to the requirements of Code Section 409A, the Companyhas made available to participants the transition relief described below, aspermitted by Notice 2005-1.

**NOW,THEREFORE**, the Company hereby amends the Plan (the “SixthAmendment”), as of January 1, 2005 in accordance with the requirements ofNotice 2005-1, as follows:

1.                                       **Discontinue Deferrals**.  Effective December 31, 2004, no Companycontribution and no employee deferral shall be allocated to the CompanyContribution Account and Deferral Account (the “Accounts”) of any Participant;provided, however, that amounts may be credited and debited to the Accountsbased on the notional investments that may be selected by the Participant fromtime to time.  New accounts shall be establishedfor deferral made after December 31, 2004.

2.                                       **Termination of PlanParticipation/Cancellation of Deferral Elections****.**  Aspermitted by Q&A-20 of Notice 2005-1, the Company, in its sole discretion,may provide a limited period in which one or more plan participants (each, a “Participant”)may elect to (i) terminate participation in the plan for certain amountssubject to Code Section 409A, or (ii) cancel, in whole or in part, his or herdeferral elections for certain amounts subject to Code Section 409A, as morefully described on an election form approved and accepted by the Company priorto the deadline established by the Company, which in no event shall be laterthan December 31, 2005.  All amounts thatare subject to the cancellation of deferral elections or the termination ofplan participation shall be includible in the

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applicable Participant’s income during 2005, or, if later, in the firsttaxable year in which the amounts become earned and vested.

3.                                       **Opportunity to Increase DeferralElections or Make New Deferral Elections if Not Yet Made by March 15, 2005 forCompensation Not Yet Payable****.**  Aspermitted by Q&A-21 of Notice 2005-1, designated Participants were providedan opportunity to increase an existing deferral election or make a new deferralelection for certain amounts subject to Code Section 409A, as more fullydescribed on an election form approved by the Company, by submitting anelection form to the Company prior to March 15, 2005 or such earlier deadlineestablished by the Company.  A deferralelection made in accordance with the terms set forth above (i) shall onlyrelate to amounts that have not been paid or become payable at the time ofelection, and (ii) must be made in accordance with the terms of the plan as ineffect on or before December 31, 2005. Any amounts deferred in accordance with this provision shall be governedby the terms and conditions of the new plan.

The Company has caused this Amendment to be signed as of thedate first listed above.
|        | Countrywide Financial Corporation, |
|--------|------------------------------------|
|   |                               |   |
|   |                               |   |
|   | By:                                | /s/ Marshall M. Gates |
|   |                               | Marshall Gates, Senior Managing Director, |
|   |                               | Chief Administrative Officer |

 

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