**Exhibit10.150**

**COUNTRYWIDE FINANCIAL CORPORATIONSUPPLEMENTAL SAVINGS AND INVESTMENTDEFERRED COMPENSATION PLAN**

**Effective February 1, 2006**

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**COUNTRYWIDE FINANCIAL CORPORATION SUPPLEMENTAL SAVINGS ANDINVESTMENTDEFERRED COMPENSATION PLAN**

**TABLE OF CONTENTS**
|            | ** **                                                                                     | **PAGE** |
|------------|------------------------------------------------------------------------------------------------|----------|
|       |                                                                                           |     |
| SECTION 1  | DEFINITIONS                                                                                    | 1        |
|       |                                                                                           |     |
| SECTION 2  | ELIGIBILITY                                                                                    | 5        |
|       |                                                                                           |     |
| SECTION 3  | DEFERRAL ELECTIONS                                                                             | 6        |
|       |                                                                                           |     |
| SECTION 4  | PLAN SPONSOR CONTRIBUTIONS                                                                     | 8        |
|       |                                                                                           |     |
| SECTION 5  | CREDITING ACCOUNTS                                                                             | 8        |
|       |                                                                                           |     |
| SECTION 6  | VESTING                                                                                        | 9        |
|       |                                                                                           |     |
| SECTION 7  | DISTRIBUTIONS                                                                                  | 12       |
|       |                                                                                           |     |
| SECTION 8  | ADMINISTRATION OF THE PLAN                                                                     | 14       |
|       |                                                                                           |     |
| SECTION 9  | CLAIM REVIEW PROCEDURE                                                                         | 15       |
|       |                                                                                           |     |
| SECTION 10 | LIMITATION OF  ASSIGNMENT, PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE AND UNCLAIMED  PAYMENTS | 19       |
|       |                                                                                           |     |
| SECTION 11 | LIMITATION OF RIGHTS                                                                           | 19       |
|       |                                                                                           |     |
| SECTION 12 | AMENDMENT TO OR TERMINATION OF THE PLAN                                                        | 20       |
|       |                                                                                           |     |
| SECTION 13 | ADOPTION OF PLAN BY AFFILIATES                                                                 | 20       |
|       |                                                                                           |     |
| SECTION 14 | MISCELLANEOUS                                                                                  | 20       |

 

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**COUNTRYWIDEFINANCIAL CORPORATION SUPPLEMENTAL SAVINGS ANDINVESTMENTDEFERRED COMPENSATION PLAN**

THISINDENTURE is made on the 30th day of December, 2005, by COUNTRYWIDE FINANCIALCORPORATION, a corporation duly organized and existing under the laws of theState of Delaware (the “Primary Sponsor”).

**WITNESSETH:**

WHEREAS,Countrywide Financial Corporation desires to establish an unfunded deferredcompensation plan, effective as of February 1, 2006, which providessupplemental retirement income benefits for a select group of management orhighly compensated employees through deferrals of salary, bonuses andcommissions, and through discretionary employer contributions under such plan.

NOW,THEREFORE, the Primary Sponsor does hereby establish and adopt the CountrywideFinancial Corporation Supplemental Savings and Investment Deferred CompensationPlan, effective February 1, 2006, to read as follows:

# **SECTION 1DEFINITIONS**

Wheneverused herein, the masculine pronoun shall be deemed to include the feminine, andthe singular to include the plural, unless the context clearly indicatesotherwise, and the following words and phrases shall, when used herein, havethe meanings set forth below:

1.1           “Account” meansthe bookkeeping accounts established and maintained by the Plan Administratorto reflect the interest of a Participant under the Plan and shall include thefollowing:

### (a)           “EmployeeDeferred Account” which shall reflect a Participant’s interest incontributions credited to a Participant pursuant to Section 3, as adjustedpursuant to Section 5.

### (b)           “EmployerContribution Account” which shall reflect a Participant’s interest incontributions credited to a Participant pursuant to Section 4, as adjustedpursuant to Section 5.

1.2           “Affiliate” means (a) any corporation which is a member ofthe same controlled group of corporations (within the meaning of Code Section414(b)) as is a Plan Sponsor, (b) any other trade or business (whether or notincorporated) under common control (within the meaning of Code Section 414(c))with a Plan Sponsor, (c) any other corporation, partnership or otherorganization which is a member of an affiliated service group (within themeaning of Code Section 414(m)) with a Plan Sponsor, (d) any other entityrequired to be aggregated with a Plan

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Sponsor pursuantto regulations under Code Section 414(o); and (e) any other entity formallydesignated as an “Affiliate” by the Primary Sponsor.

1.3           “Beneficiary” means the person or trust that a Participantdesignated most recently in writing to the Plan Administrator; provided,however, that if the Participant has failed to make a designation, no persondesignated is alive, no trust has been established, or no successor Beneficiaryhas been designated who is alive, the “Beneficiary” means (a) the Participant’sspouse; or (b) if no spouse is alive, the legal representative of the deceasedParticipant’s estate. Changes in designations of Beneficiaries may be made uponwritten notice to the Plan Administrator in such form as the Plan Administratormay prescribe.

1.4           “Board of Directors” means the Board of Directors of the Primary Sponsor.

1.5           “Bonus” means that portion of Compensation consisting ofany cash incentive or other cash compensation which is specifically classified as a bonus payment by the Plan Sponsor as eligiblefor deferral under the Plan and is awarded by the Plan Sponsor to a Participantbased on performance or an incentive as remuneration in addition to theParticipant’s Salary. For purposes of the Plan, Bonuses shall be determinedwithout regard to any reductions (a) for any salary deferral contributions to aplan qualified under Section 125 or Section 401(k) of the Code; or (b) pursuantto any deferral election in accordance with Section 3 or any other plan ofdeferred compensation maintained by the Plan Sponsor or an Affiliate.

1.6           “Code” means the Internal Revenue Code of 1986, as amended, andall relevant regulations and rulings pertaining to the particular provision(s)of the Code referenced herein.

1.7           “Commissions”means that portion of Compensation consisting of amounts payable ascommissions, as designated by the Plan Sponsor, payable to a Participant by thePlan Sponsor. For purposes of the Plan, Commissions shall be determined withoutregard to any reductions (a) for any salary deferral contributions to a planqualified under Section 125 or Section 401(k) of the Code; or (b) pursuant toany deferral election in accordance with Section 3 or any other plan ofdeferred compensation maintained by the Plan Sponsor or an Affiliate.

1.8           “Compensation” means “Compensation,” as that term is defined underthe Countrywide Financial Corporation 401(k) Savings and Investment Plan, asthat provision or any successor provision may be amended from time to time, butwithout regard to the de minimis testing provisions under Treasury RegulationsSection 1.414(s)-1(d)(3), plus any Deferral Amounts credited to a Participantduring the Plan Year.

1.9           “Deferral Amount” means an amount credited to the EmployeeDeferred Account of a Participant at the election of a Participant pursuant toSection 3.

1.10         “Disability” shallmean a permanent and total disability such that the Participant is unable toengage in any substantial gainful activity by reason of any medicallydeterminable physical or mental impairment which can be expected to last for acontinuous period of not less than 12 months, as determined in accordance withthe group disability plan of the Plan Sponsor.

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In addition, aParticipant will be deemed to be subject to a Disability if the Participant isdetermined to be totally disabled by the U.S. Social Security Administration.

1.11         “Effective Date” means, as to the Primary Sponsor and each PlanSponsor that is, as of the Effective Date, a wholly-owned subsidiary (directlyor indirectly) of the Primary Sponsor, February 1, 2006, and as to each otherPlan Sponsor which adopts the Plan effective as of any date subsequent toFebruary 1, 2006, the date designated as such by the adopting Plan Sponsor.

1.12         “Eligible Employee” shall mean any Employee who is (a)employed by the Plan Sponsor, (b) determined by the Plan Administrator in itssole discretion to be a member of a select group of management or highlycompensated employees of that Plan Sponsor within the meaning of Sections201(2), 301(a)(3) and 401(a)(1) of ERISA, and any regulations relating thereto,and (c) designated by the Plan Administrator, in its sole discretion, to beeligible to participate in the Plan. No person who is initially classified by aPlan Sponsor as an independent contractor for federal income tax purposes shallbe regarded as an Eligible Employee for that period, regardless of anysubsequent determination that any such person should have been characterized asa common law employee of the Plan Sponsor for the period in question.

1.13         “Employee” means any person who is employed by a Plan Sponsorfor purposes of the Federal Insurance Contributions Act.

1.14         “ERISA” means the Employee Retirement Income Security Act of1974, as amended.

1.15         “Initial ElectionDeadline” refers to the deferral election deadline applicable to anEligible Employee when he or she first becomes a Participant and shall mean (a)December 31, 2005 if the Eligible Employee becomes a Participant on or prior toFebruary 1, 2006, or (b) if the Employee is not an Eligible Employee as ofFebruary 1, 2006, the earlier of (i) the thirtieth (30th) day following the date he or she isdesignated by the Plan Administrator as a Participant, or (ii) December 31 ofthe Plan Year in which the Eligible Employee is designated as a Participant. Notwithstandingthe foregoing, the Initial Election Deadline shall be December 31 of the PlanYear in which the Eligible Employee is designated as a Participant if theParticipant, at the time of such designation, is a participant in any otherplan of deferred compensation maintained by the Plan Sponsor or any Affiliate.

1.16         “Investment Fund” means such investment vehicles as may beestablished by the PlanAdministrator for the investment of Accounts.

1.17         “Participant” means any Eligible Employee or former EligibleEmployee who has become a participant in the Plan pursuant to Section 2, for solong as his or her benefits hereunder have not been paid out.

1.18         “Payment EligibilityDate” shall mean (a) with respect to a Participant who is not a SpecifiedEmployee, the first day following the Participant’s Termination of Employment,or (b) with respect to a Participant who is a Specified Employee, the first dayof the seventh month following the Participant’s Termination of Employment,except in the case of a Termination of

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Employment due toDisability, in which case it is the first day following the Participant’sTermination of Employment.

1.19         “Performance-basedBonus” means a Bonus with respect to which the amount of, or theentitlement to, the Bonus is contingent upon the satisfaction ofpre-established organizational or individual performance criteria relating to aperformance period of at least twelve (12) months that are established inwriting by no later than ninety (90) days after the commencement of the periodof service to which the criteria relates, provided that the outcome issubstantially uncertain at the time the criteria are established. Suchpre-established organizational or individual performance criteria may includesubjective performance criteria that relate to the performance of theParticipant, a group of service providers that includes the Participant, or abusiness unit (including the Primary Sponsor and all Affiliates) for which theParticipant provides services.

1.20         “Plan” means the Countrywide Financial Corporation SupplementalSavings and Investment Deferred Compensation Plan, as amended from time totime.

1.21         “Plan Administrator” means the organization or person designatedby the Primary Sponsor to administer the Plan or, in the absence of any suchdesignation, the Countrywide Financial Corporation Administrative Committee forEmployee Benefit Plans.

1.22         “Plan Sponsor” means individually the Primary Sponsor, each Affiliate that iswholly-owned subsidiary, either directly or indirectly, of the Primary Sponsorand any other Affiliate or other entity which may subsequently adopt the Plan.

1.23         “Plan Year” means the calendar year.

1.24         “Retirement” means a Participant’s Termination of Employment on orafter attaining at least age 65.

1.25         “Salary” shallmean the Participant’s Compensation, exclusive of Bonuses and Commissions.

1.26         **“**SpecifiedEmployee**”** shall mean a Participant who isa key employee (as defined in Code Section 416(i) without regard to CodeSection 416(i)(5)) of the Plan Sponsor (or an entity which is considered to besingle employer with the Plan Sponsor under Code Section 414(b) or 414(c)) atany time during the twelve (12) month period ending on December 31. Notwithstandingthe foregoing, a Participant who is a key employee determined under thepreceding sentence will be deemed to be a Specified Employee solely for theperiod of April 1 through March 31 following such December 31 or as otherwiserequired by the Code Section 409A.

1.27         “Termination of Employment” means a Participant’stermination of employment, for any reason, from the Plan Sponsor and allAffiliates. Notwithstanding the foregoing, an event shall not be deemed to be aTermination of Employment if it would not qualify as a “separation from service”pursuant to Code Section 409A. Forall purposes under the Plan, a

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Participant shallnot be considered to have experienced a Termination of Employment if theParticipant remains employed by an Affiliate. However, if the Participant isemployed by an entity which is a member of a group described in the precedingsentence and such entity ceases to be a member of such group as a result of asale or other reorganization, such sale or other reorganization shall betreated as a Termination of Employment unless immediately following such eventand without any break in employment the Participant is employed by a PlanSponsor or Affiliate.

1.28         “Trust” means the grantor trust that may be maintained by thePrimary Sponsor as a source for the payment of benefit obligations under thePlan.

1.29         “Trustee” means the trustee under the Trust.

1.30         “Valuation Date” means each regular business day of the entitymaintaining the investments in which the Investment Funds are invested.

1.31         “Vesting Service”means:

(a)           The total number ofyears and completed months of continuous service rendered by a Participant asan employee of the Plan Sponsor or any Affiliate measured from the Participant’smost recent date of hire or, if applicable, rehire.

(b)           In applying Subsection(a) above, periods of authorized leaves of absence from the Plan Sponsor or anyAffiliate, including but not limited to leaves required to be granted pursuantto the Family and Medical Leave Act of 1993 and the Uniformed ServicesEmployment and Reemployment Rights Act, shall not be treated as constituting abreak in a Participant’s period of continuous service.

(c)           Notwithstanding theforegoing, at its sole discretion, the Plan Administrator may aggregate one ormore past periods of continuous service of a rehired Participant for purposesof determining the rehired Participant’s vested interest in his or her EmployerContribution Account as measured from his or her most recent rehire date. Anysuch exercise of discretion by the Plan Administrator may be made as to one ormore rehired Participants, at the exclusion of others, whether or not similarlysituated.

# **SECTION 2ELIGIBILITY**

2.1           Each Eligible Employee shall become a Participant as of the datedesignated by the Plan Administrator. A designation of eligibility by a PlanSponsor shall be by means of a written or electronic communication to anEligible Employee.

2.2           A Participant who ceases to be an Eligible Employee will no longer beeligible to make further deferrals under the Plan pursuant to Section 3; provided,however, that in any such circumstance, further deferrals by the Participantunder Section 3 shall continue for as long as necessary to preserve theirrevocability of the election under Code Section 409A. A Participant

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who ceases to be an Eligible Employee shall continue to be subject to allother terms of the Plan so long as he remains a Participant of the Plan.

2.3           In the event the Participant participates in a plan of a Plan Sponsor orAffiliate intended to qualify under Code Section 401(a) and containing atax-qualified cash or deferred arrangement qualified under Code Section 401(k),the Participant shall be suspended from continued participation under this Planunder Section 3 to the extent required by such other plan as a result of ahardship withdrawal made by such Participant under such other plan, but only tothe extent such suspension would not affect the irrevocability of theParticipant’s outstanding deferral elections under Code Section 409A.

# **SECTION 3DEFERRAL ELECTIONS**

3.1           Initial ElectionDeadline. Each Participant may elect to defer receipt of his or her Salary,Bonus and/or Commissions by filing with the Plan Administrator an election thatconforms to the requirements of this Section 3.1, on a form provided by thePlan Administrator, by his or her Initial Election Deadline or such earlierdate as may be required by the Plan Administrator. An election to defer Salary,Bonuses or Commissions by an Initial Election Deadline shall be effective withrespect to Salary and Bonuses for services to be performed after the electionand to Commissions that relate to customers’ payments made after the date ofelection. For this purpose, a Bonus that is earned based on a specifiedperformance period (for example an annual period) shall be deemed to be withrespect to services to be performed after the date of the election as to theportion of the Bonus equal to the total amount of the Bonus for the serviceperiod multiplied by a ratio of the number of days remaining in the performanceperiod after the election to the total number of days in the performance period.Notwithstanding the foregoing, an election to defer a Performance-based Bonusshall be given effect without the proration in the preceding sentence if theParticipant performs services continuously from a date no later than the datethe performance criteria are established, the election is made at least six (6)months before the end of the applicable performance period and at the date ofthe election the amount of the Performance-based Bonus is not readilyascertainable or substantially certain to be paid.

3.2           Elections Other ThanElections During the Initial Election Deadline. A Participant maysubsequent to his or her Initial Election Deadline elect to defer Salary,Bonus, and/or Commission for a subsequent Plan Year by filing an election, on aform provided by the Plan Administrator. Such election shall be made on orbefore the last day of the preceding Plan Year for which the election is toapply, or such earlier date as may be required by the Plan Administrator. Anelection to defer Salary, Bonuses, or Commissions for such Plan Year shall beeffective with respect to Salary and Bonuses for services to be performed forthe Plan Year and to Commissions that relate to customers’ payments made duringsuch Plan Year. Notwithstanding the foregoing, an election to defer aPerformance-based Bonus shall be given effect without the proration in thepreceding sentence if the Participant performs services continuously from adate no later than the date the performance criteria are established, theelection is made at least six (6) months before the end of the applicableperformance period and

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at the date of theelection the amount of the Performance-based Bonus is not readily ascertainableor substantially certain to be paid.

3.3           Duration of DeferralElections. Any deferral election(s) made under Sections 3.1 and 3.2 shallbe irrevocable and shall apply only with respect to the Plan Year for which theelection is made; provided, that a Participant may cancel his or her deferralelection for a Plan Year due to an unforeseeable emergency pursuant to Section6.2 or a hardship distribution pursuant to Treas. Reg. Section 1.401(k)-(d)(3)under a plan of a Plan Sponsor or Affiliate intended to qualify under Code Section401(a) and containing a tax-qualified cash or deferred arrangement qualifiedunder Code Section 401(k). The Plan Administrator may provide that any deferralelection(s) provided as to Salary and/or Commissions are to be given continuingeffect until terminated or modified by the Participant; provided, however, inthat event, any such deferral election(s) shall become irrevocable as to a PlanYear as of the immediately preceding December 31st.

3.4           General Rule. Subjectto such limits and conditions as the Plan Administrator may impose, the amountof Salary, Bonus, and/or Commissions which a Participant may elect to defer isas follows:

(i)            any whole-numberpercentage of Salary;

(ii)           any whole-numberpercentage of Bonus; and/or

(iii)          any whole-number percentageof Commissions;

provided; however,that the deferral election may not relate to any payroll withholding amount,such as, but not limited to, required tax withholding or employee contributionsunder Code Section 401(k) or 125 or for group health plan premiums.

3.5           Minimum Deferrals.From time to time, the Plan Administrator may impose a minimum aggregate amountthat may be deferred by a Participant during a Plan Year. In that event, withrespect to those Eligible Employees who become Participants in the Plan afterthe first day of a Plan Year, the minimum aggregate amount may be prorated asdetermined by the Plan Administrator in a fair and uniform manner based uponthe number of months of participation in the Plan during such Plan Year. Suchminimum may be satisfied by deferring Salary, Bonus and Commissions payable forservices rendered for such Plan Year (even though such Bonus or Commission maynot be paid until the next Plan Year). Accordingly, if no Salary is deferredfor a Plan Year and the total amount of the Bonus and Commissions elected to bedeferred with respect to that Plan Year is in fact less than the applicableminimum amount for that Plan Year, then no portion of the Bonus or Commissionsshall be deferred.

3.6           Effecton Other Plans. The amount of contributions made on behalf of a Participantunder this Section 3 and Section 4 shall not be deemed to be earnings orcompensation for the purpose of calculating the amount of a Participant’sbenefits or contributions under a retirement or deferral plan of a Plan Sponsoror the basis or amount for any other benefit plan provided by a Plan Sponsor,except to the extent provided in any such plan. No amount distributed underthis Plan shall be deemed to be earnings or a part of the

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Participant’stotal compensation when determining a Participant’s benefit under any benefitplan established by a Plan Sponsor, unless otherwise provided in such plan.

**SECTION 4PLAN SPONSOR CONTRIBUTIONS**

For each Plan Year, aPlan Sponsor may, but is not required to, contribute on behalf of one or moreof its Participants an amount equal to a certain percentage of the Participant’sSalary, Bonus, and/or Commissions for such Plan Year and/or a certainpercentage of the deferrals under Section 3 for such Plan Year, subject to suchconditions and limitations as the Plan Sponsor may prescribe, with the approvalof the Plan Administrator. The determination of whether, and what percentage oramount, to so award for a Plan Year shall be determined by the Plan Sponsor andneed not be uniformly applied to each Participant.

**SECTION 5CREDITING ACCOUNTS**

## 5.1           Assoon as reasonably practicable after the date of withholding by the PlanSponsor, Deferral Amounts previously elected by a Participant shall be creditedto the Participant’s Employee Deferred Account.

## 5.2           Asof the last Valuation Date of each Plan Year or any earlier Valuation Dates asmay be selected by the Plan Administrator, the amounts to be credited for theapplicable period pursuant to Section 4 on behalf of a Participant shall becredited to the Participant’s Employer Contribution Account.

5.3           As of the last businessday of each calendar month (or such other Valuation Dates as the PlanAdministrator may direct), with respect to each portion of a Participant’sAccount invested in a particular Investment Fund, the Plan Administrator shallcredit the Participant’s Account, to the extent invested in such InvestmentFund (the “Subaccount”), with earnings or losses in an amount equal to thatdetermined by multiplying the balance credited to such Subaccount as of theprevious crediting date by the net investment return for that Investment Fundfor the period. Upon distribution of benefits, earnings or losses shall becredited to the Participant’s Account through the date of distribution.

5.4           A Participant shalldesignate the Investment Funds in which amounts credited to the Participant’sAccount will be deemed to be invested for purposes of determining the rate ofreturn to be credited to the Participant’s Account. The Investment Funds fromwhich the Participant shall make such designation shall be selected by the PlanAdministrator. The designation shall be made on a form provided to theParticipant by the Plan Administrator. The Plan Administrator may from time totime eliminate or add new Investment Funds and shall communicate anyeliminations or additions to Participants.

Inmaking the designation pursuant to this Section 5.4, the Participant mayspecify that all or any multiple (in whole number percentages) of his or herAccount be deemed to be invested in an Investment Fund. Effective as of thelast business day of any calendar quarter (or at such

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other date(s) asmay be permitted by the Plan Administrator), a Participant may change thedesignation made under this Section 5.4 by filing an election, on a formprovided by the Plan Administrator, by such date as may be required by the PlanAdministrator. Any change of designation shall specify that all or any multiple(in whole-number percentages) of the aggregate amounts covered by thedesignation being changed be deemed to be invested in another Investment Fund. ThePlan Administrator may adopt such further rules applicable to a Participant’sdesignation or change of designation of Investment Fund. Notwithstanding theforegoing, the Plan Administrator may, but is not required to, direct theTrustee to invest amounts credited to the Participant’s Account in accordancewith the Investment Fund designations of the Participant. Upon prior written notice to a Participant,the Plan Administrator may revise or give no effect to a Participant’sinvestment selections. If no investment election has been properly or timelyfiled with the Plan Administrator or if the Plan Administrator, upon priorwritten notice to the Participant, modifies the Participant’s election, anAccount shall be credited with the net income or net loss of the InvestmentFund(s) selected by the Plan Administrator.

# **SECTION 6VESTING**

6.1.          EmployeeDeferred Account. Subject to Section 14.1, each Participant’s Employee DeferredAccount shall be one hundred percent (100%) vested at all times.

6.2.          Employer ContributionAccount.

(a)           Subjectto Section 14.1, each Participant’s Employer Contribution Account shall besubject to the following vesting schedule:
| Period of Vesting Service | ** ** | **Vested Interest** |
|---------------------------|------------|---------------------|
| **(In years)**            | ** ** | ** **          |
|                      |       |                |   |
| Less than 1               |       |                | 0% |
| 1, but less than 2        |       |                | 20% |
| 2, but less than 3        |       |                | 40% |
| 3, but less than 4        |       |                | 60% |
| 4, but less than 5        |       |                | 80% |
| 5 or more                 |       |                | 100% |

 

(b)           Any portion of anEmployer Contribution Account that is not vested as of the Participant’stermination of employment shall be immediately forfeited. If the PlanAdministrator establishes different vesting schedules for any Plan Sponsorcontributions, the Plan Administrator shall establish a separate subaccount forthose contributions (and earnings and losses thereon) to which a differentvesting schedule applies.

(c)           Notwithstanding anyvesting schedule as may be established by the Plan Administrator under thisSection 6.2, in the event of a Participant’s death or Disability, the

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Participant willbe treated as one hundred percent (100%) vested in his or her EmployerContribution Account notwithstanding any other provision of any such vestingschedule.

6.3           Vesting onTermination Following a Change in Control.

(a)           Notwithstanding thevesting schedule set forth in Section 6.2(a) above, in the event that withinthe two (2) year period following a Change in Control the employment of aParticipant who is an Employee of the Plan Sponsor is terminated by the PlanSponsor for any reason other than Cause, his or her interest in the EmployerContribution Account shall be fully vested and nonforfeitable.

(b)           For purposes of thisSection, an Employee shall be terminated for Cause if he or she is terminatedby the Plan Sponsor because he or she (a) intentionally and continually failedto perform reasonably assigned duties, (b) willfully engaged in misconductwhich is demonstrably and materially injurious to the Plan Sponsor, monetarilyor otherwise, (c) engaged in a transaction in connection with the performanceof his or her duties to the Plan Sponsor for personal profit to himself orherself, or (d) willfully violated any law, rule or regulation in connectionwith the performance of his or her duties (other than traffic violations orsimilar offenses). Failure of a Participant to perform the Participant’s dutiesduring any period of Disability shall not constitute Cause.

(c)           A “Change in Control”shall mean the occurrence of any one of the following events:

(1)           An acquisition (otherthan directly from the Primary Sponsor) of any common stock or other “VotingSecurities” (as hereinafter defined) of the Primary Sponsor by any “Person” (asthe term person is used for purposes of Section 13(d) or 14(d) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), immediatelyafter which such Person has “Beneficial Ownership” (within the meaning of Rule13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or moreof the then outstanding shares of the Primary Sponsor’s common stock or thecombined voting power of the Primary Sponsor’s then outstanding VotingSecurities; provided, however, that, in determining whether a Change in Controlhas occurred, Voting Securities which are acquired in a “Non-ControlAcquisition” (as hereinafter defined) shall not constitute an acquisition whichwould cause a Change in Control. For purposes of the Plan, (i) “VotingSecurities” shall mean the Primary Sponsor’s outstanding voting securitiesentitled to vote generally in the election of directors and (ii) a “Non-ControlAcquisition” shall mean an acquisition by (A) an employee benefit plan (or atrust forming a part thereof) maintained by (I) the Primary Sponsor or (II) anycorporation or other Person of which a majority of its voting power or itsvoting equity securities or equity interest is owned, directly or indirectly,by the Primary Sponsor (for purposes of this definition, a “Subsidiary”), (B)the Primary Sponsor or any of its Subsidiaries, or (C) any Person in connectionwith a “Non-Control Transaction” (as hereinafter defined);

(2)           The individuals who, asof May 6, 1996, are members of the Board of Directors (the “Incumbent Board”),cease for any reason to constitute at least two-thirds of the members of theBoard of Directors; provided, however, that if the election, or nomination for

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election by thePrimary Sponsor’s common stockholders, of any new director was approved by avote of at least two-thirds of the Incumbent Board, such new director shall,for purposes of the Plan, be considered as a member of the Incumbent Board;provided further, however, that no individual shall be considered a member ofthe Incumbent Board if such individual initially assumed office as a result ofeither an actual or threatened “Election Contest” (as described in Rule 14a-11promulgated under the Exchange Act) or the actual or threatened solicitation ofproxies or consents by or on behalf of a Person other than the Board ofDirectors (a “Proxy Contest”) including by reason of any agreement intended toavoid or settle any Election Contest or Proxy Contest; or

(3)                                  Theconsummation of:

(A)          A merger, consolidation or reorganizationinvolving the Primary Sponsor, unless such merger, consolidation orreorganization is a “Non-Control Transaction.” A “Non-Control Transaction”shall mean a merger, consolidation or reorganization of the Primary Sponsorwhere:

(i)            the Primary Sponsor’s stockholders,immediately before such merger, consolidation or reorganization, own directlyor indirectly immediately following such merger, consolidation orreorganization, at least seventy percent (70%) of the combined voting power ofthe outstanding Voting Securities of the corporation resulting from suchmerger, consolidation or reorganization (the “Surviving Corporation”) insubstantially the same proportion as their ownership of the Voting Securitiesimmediately before such merger, consolidation or reorganization;

(ii)           the individuals who were members of theIncumbent Board immediately prior to the execution of the agreement providingfor such merger, consolidation or reorganization constitute at least two-thirdsof the members of the board of directors of the Surviving Corporation, or inthe event that, immediately following the consummation of such transaction, acorporation beneficially owns, directly or indirectly, a majority of the votingsecurities of the Surviving Corporation, the board of directors of suchcorporation; and

(iii)          no Person other than (I) the Primary Sponsor,(II) any Subsidiary, (III) any employee benefit plan (or any trust forming apart thereof) maintained by the Primary Sponsor, the Surviving Corporation, orany Subsidiary, or (IV) any Person who, immediately prior to such merger,consolidation or reorganization had Beneficial Ownership of twenty-five percent(25%) or more of the then outstanding Voting Securities or common stock of thePrimary Sponsor, has Beneficial Ownership of twenty-five percent (25%) or moreof the combined voting power of the Surviving Corporation’s then outstandingvoting securities or its common stock;

(B)           A complete liquidation or dissolution of thePrimary Sponsor; or

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(C)           The sale or other disposition of all orsubstantially all of the assets of the Primary Sponsor to any Person (otherthan a transfer to a Subsidiary).

Notwithstandingthe foregoing, a Change in Control shall not be deemed to occur solely becauseany Person, (the “Subject Person”) acquired Beneficial Ownership of more thanthe permitted amount of the then outstanding common stock or Voting Securitiesas a result of the acquisition of common stock or Voting Securities by thePrimary Sponsor which, by reducing the number of shares of common stock orVoting Securities then outstanding, increases the proportional number of sharesBeneficially Owned by the Subject Person; provided, however, that if a Changein Control would occur (but for the operation of this sentence) as a result ofthe acquisition of common stock or Voting Securities by the Primary Sponsor,and after such share acquisition by the Primary Sponsor, the Subject Personbecomes the Beneficial Owner of any additional common stock or VotingSecurities which increases the percentage of the then outstanding common stockor Voting Securities Beneficially Owned by the Subject Person, then a Change inControl shall occur.

# **SECTION 7DISTRIBUTIONS**

7.1           Distributionof Benefits.

(a)           Termination ofEmployment. In the case of a Participant who experiences a Termination ofEmployment other than due to death or Disability, the vested portion of his orher Account shall be paid to the Participant in one lump sum within sixty (60)days after the Payment Eligibility Date.

(b)           Death. In thecase of a Participant who experiences a Termination of Employment due to death,the vested portion of his or her Account shall be paid to the Participant’sBeneficiary in one lump sum within sixty (60) days after the PaymentEligibility Date.

(c)           Disability. Inthe case of a Participant who experiences a Termination of Employment due toDisability, the vested portion of his or her Account shall be paid to theParticipant in one lump sum within sixty (60) days after the PaymentEligibility Date.

(d)           ScheduledDistribution. On the form submitted in connection with a Participant’sInitial Election Deadline, the Participant may make an election to receivepayment of the vested portion of his or her Account in a lump sum on a futurepayment date while still employed; provided, however, that the future paymentdate selected must be at least two (2) years from the date that the form isreceived by the Plan Administrator. A distribution pursuant to this Section7.1(d) shall be made within sixty (60) days after the designated future paymentdate. Notwithstanding the foregoing, if a Participant experiences a Terminationof Employment before the designated future payment date, the Participant’svested Account will then be paid in a lump sum pursuant to the other applicableprovisions of this Section 7.1.

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A Participant may,after making an election pursuant to this Section 7.1(d) (or any subsequentelection pursuant to this Subsection (d) with respect to the timing of adistribution) change his or her election, subject to the following rules:

(i)            such election may nottake effect until at least twelve (12) months after the date on which it ismade;

(ii)           the payment must bedeferred for a period of not less than five (5) years from the date it wouldotherwise have been made; and

(iii)          the election must be madeat least twelve (12) months prior to the designated future payment date as ineffect immediately prior to the redeferral election.

### No election pursuant to this Section 7.1(d) will be permitted thataccelerates a payment that would cause the Participant’s Account to be includedin the gross income of the Participant prior to the taxable year containing thedate(s) selected under the redeferral election as a result of the requirementsunder Code Section 409A.

7.2           Distributionin General. A distribution pursuant to this Section 7 of less than theParticipant’s entire vested Account shall be made pro rata from his or herSubaccounts according to the balances in such Subaccounts. A Participant’sAccount shall be valued pursuant to Section 5.3 for the final time as of theValuation Date immediately preceding the date the distribution is processed forpayment pursuant to this Section 7. A Participant’s Account may be distributedin cash or in kind, as determined by the Plan Administrator.

7.3           Inability to LocateParticipant. In the event that the Plan Administrator is unable to locate aParticipant or Beneficiary within two years following the Participant’s PaymentEligibility Date or other payment date, after making a reasonable effort tolocate such person, the amount allocated to the Participant’s Account shall beforfeited. In the event the Participant later notifies the Plan Administratorof his whereabouts and requests the payments due to him under the Plan, thePlan Sponsor shall re-credit the Participant’s account and provide for paymentof the re-credited amount to the Participant as soon as administrativelyfeasible.

7.4           Trust.

(a)           Toprovide a source for the satisfaction of obligations under the Plan, thePrimary Sponsor may establish the Trust, which, if established, shall be agrantor trust.

(b)           In the event a Trust isestablished, the Plan Administrator shall direct the Trustee to pay forbenefits of the Participant or his or her Beneficiary at the time and in theamount described in this Section 7. In the event the amounts held under theTrust which are attributable to a particular Plan Sponsor’s contributions arenot sufficient to provide the full amount payable to the Participant(s) and/orBeneficiary(ies) of such Plan Sponsor, that Plan Sponsor shall pay for theremainder of such amount at the time set forth in Section 7. No other PlanSponsor or Affiliate shall be responsible for the benefit

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obligations of a Plan Sponsor. Notwithstanding theforegoing, payments from the Trust shall be subject to the governing provisionsof the agreement establishing the Trust.

# **SECTION 8ADMINISTRATION OF THE PLAN**

## 8.1           Operationof the Plan Administrator. The Countrywide Financial CorporationAdministrative Committee for Employee Benefit Plans shall be the Plan Administrator,unless it appoints another Plan Administrator. If an organization is appointedto serve as the Plan Administrator, then the Plan Administrator may designatein writing a person who may act on behalf of the Plan Administrator. ThePrimary Sponsor shall have the right to remove the Plan Administrator at anytime by notice in writing. The Plan Administrator may resign at any time bywritten notice or resignation to the Primary Sponsor. Upon removal orresignation, or in the event of the dissolution of the Plan Administrator, thePrimary Sponsor may appoint a successor or succeed to the position itself.

## 8.2           Dutiesof the Plan Administrator.

(a)           The Plan Administrator shall perform any actwhich the Plan authorizes or requires of the Plan Administrator by action takenin compliance with the Plan and may designate in writing other persons to carryout its duties under the Plan. The Plan Administrator may employ persons torender advice with regard to any of the Plan Administrator’s duties.

(b)           The Plan Administrator shall from time totime establish rules, not contrary to the provisions of the Plan, for theadministration of the Plan and the transaction of its business. All electionsand designations under the Plan by a Participant or Beneficiary shall be madeon forms prescribed by the Plan Administrator. The Plan Administrator shallhave discretionary authority to construe the terms of the Plan and shalldetermine all questions arising in the administration, interpretation andapplication of the Plan, including, but not limited to, those concerningeligibility for benefits and it shall not act so as to discriminate in favor ofany person. All determinations of the Plan Administrator shall be conclusiveand binding on all Participants and Beneficiaries, subject to the provisions ofthe Plan and subject to applicable law.

(c)           The Plan Administrator shall furnishParticipants and Beneficiaries with all disclosures now or hereafter requiredby ERISA. The Plan Administrator shall file, as required, the various reportsand disclosures concerning the Plan and its operations as required by ERISA andby the Code, and shall be solely responsible for establishing and maintainingall records of the Plan. The Plan Administrator shall provide to eachParticipant, within one hundred twenty (120) days after the end of each PlanYear, a statement setting forth the benefits then accrued by the Participantunder the Plan.

(d)           The statement of specific duties for a PlanAdministrator in this Section is not in derogation of any other duties which aPlan Administrator has under the provisions of the Plan or under applicablelaw.

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(e)           Each Plan Sponsor shall indemnify and holdharmless each person constituting the Plan Administrator from and against anyand all claims and expenses (including, without limitation, attorney’s fees andrelated costs) arising in connection with the performance by the person of hisduties in that capacity, other than any of the foregoing arising in connectionwith the willful neglect or willful misconduct of the person acting.

## 8.3        Action by the PrimarySponsor or a Plan Sponsor. Any action to be taken by the Primary Sponsor ora Plan Sponsor shall be taken by resolution or written direction duly adoptedby its board of directors or appropriate governing body, as the case may be;provided, however, that by such resolution or written direction, the board ofdirectors or appropriate governing body, as the case may be, may delegate toany officer or other appropriate person of a Plan Sponsor the authority to takeany such actions as may be specified in such resolution or written direction,to the extent not otherwise inconsistent with the provisions of the Plan.

# **SECTION 9CLAIM REVIEW PROCEDURE**

9.1           Noticeof Denial. If a Participant or a Beneficiary is denied a claim for benefitsunder the Plan, the Plan Administrator shall provide to the claimant writtennotice of the denial within ninety (90) days (forty-five (45) days with respectto a denial of any claim for benefits due to the Participant’s Disability)after the Plan Administrator receives the claim, unless special circumstancesrequire an extension of time for processing the claim. If such an extension oftime is required, written notice of the extension shall be furnished to theclaimant prior to the termination of the initial 90-day or 45-day period, asapplicable. In no event shall the extension exceed a period of ninety (90) days(thirty (30) days with respect to a claim for benefits due to the Participant’sDisability) from the end of such initial period. With respect to a claim forbenefits due to the Participants Disability, an additional extension of up tothirty (30) days beyond the initial 30-day extension period may be required forprocessing the claim. In such event, written notice of the extension shall befurnished to the claimant within the initial 30-day extension period. Anyextension notice shall indicate the special circumstances requiring theextension of time, the date by which the Plan Administrator expects to renderthe final decision, the standards on which entitlement to benefits are based,the unresolved issues that prevent a decision on the claim and the additionalinformation needed to resolve those issues.

9.2           Contentsof Notice of Denial. If a Participant or Beneficiary is denied a claim forbenefits under a Plan, the Plan Administrator shall provide to such claimantwritten notice of the denial which shall set forth:

(a)           the specific reasonsfor the denial;

(b)           specific references to the pertinent provisions of the Plan on whichthe denial is based;

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(c)           a description of any additional material or information necessary forthe claimant to perfect the claim and an explanation of why such material orinformation is necessary;

(d)           an explanation of the Plan’s claim review procedures, and the timelimits applicable to such procedures, including a statement of the claimant’sright to bring a civil action under Section 502(a) of ERISA following anadverse benefit determination on review;

(e)           in the case of a claimfor benefits due to the Participant’s Disability, if an internal rule,guideline, protocol or other similar criterion is relied upon in making theadverse determination, either the specific rule, guideline, protocol or othersimilar criterion; or a statement that such rule, guideline, protocol or othersimilar criterion was relied upon in making the decision and that a copy ofsuch rule, guideline, protocol or other similar criterion will be provided freeof charge upon request; and

(f)            in the case of a claimfor benefits due to the Participant’s Disability, if a denial of the claim isbased on a medical necessity or experimental treatment or similar exclusion orlimit, an explanation of the scientific or clinical judgment for the denial, anexplanation applying the terms of the Plan to the claimant’s medicalcircumstances or a statement that such explanation will be provided free ofcharge upon request.

9.3           Rightto Review. After receiving written notice of the denial of a claim, aclaimant or his or her representative shall be entitled to:

(a)           request a full and fair review of the denial of the claim by writtenapplication to the Plan Administrator (or Appeals Fiduciary in the case of aclaim for benefits due to the Participant’s Disability);

(b)           request, free of charge, reasonable access to, and copies of, alldocuments, records, and other information relevant to the claim;

(c)           submit written comments, documents, records, and other informationrelating to the denied claim to the Plan Administrator or Appeals Fiduciary, asapplicable; and

(d)           a review that takes into account all comments, documents, records, andother information submitted by the claimant relating to the claim, withoutregard to whether such information was submitted or considered in the initialbenefit determination.

9.4           Application for Review.

(a)           If a claimant wishes a review of the decision denying his or her claimto benefits under the Plan, other than a claim described in Subsection (b) ofthis Section 9.4,

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he or she must submit thewritten application to the Plan Administrator within sixty (60) days afterreceiving written notice of the denial.

(b)           If the claimant wishesa review of the decision denying his claim to benefits under the Plan due to aParticipant’s Disability, he must submit the written application to the AppealsFiduciary within one hundred eighty (180) days after receiving written noticeof the denial. With respect to any such claim, in deciding an appeal of anydenial based in whole or in part on a medical judgment (includingdeterminations with regard to whether a particular treatment, drug, or otheritem is experimental, investigational, or not medically necessary orappropriate), the Appeals Fiduciary shall:

(i)            consult with a healthcare professional who has appropriate training and experience in the field ofmedicine involved in the medical judgment; and

(ii)           identify the medicaland vocational experts whose advice was obtained on behalf of the Plan inconnection with the denial without regard to whether the advice was relied uponin making the determination to deny the claim.

Notwithstanding theforegoing, the health care professional consulted pursuant to this Subsection(b) shall be an individual who was not consulted with respect to the initialdenial of the claim that is the subject of the appeal or a subordinate of suchindividual.

9.5           Hearing.Upon receiving a written application for review, pursuant to Section 9.4, thePlan Administrator or Appeals Fiduciary, as applicable, may schedule a hearingfor purposes of reviewing the claimant’s claim, which hearing shall take placenot more than thirty (30) days from the date on which the Plan Administrator orAppeals Fiduciary received such written application for review.

9.6           Noticeof Hearing. At least ten (10) days prior to the scheduled hearing, theclaimant and his or her representative designated in writing by him or her, ifany, shall receive written notice of the date, time, and place of suchscheduled hearing. The claimant or his or her representative, if any, mayrequest that the hearing be rescheduled, for his or her convenience, on anotherreasonable date or at another reasonable time or place.

9.7           Counsel.All claimants requesting a review of the decision denying their claim forbenefits may employ counsel for purposes of the hearing.

9.8           Decisionon Review. No later than sixty (60) days (forty-five (45) days with respectto a claim for benefits due to the Participant’s Disability) following thereceipt of the written application for review, the Plan Administrator or theAppeals Fiduciary, as applicable, shall submit its decision on the review inwriting to the claimant involved and to his representative, if any, unless thePlan Administrator or Appeals Fiduciary determines that special circumstances(such as the need to hold a hearing) require an extension of time, to a day nolater than one hundred twenty (120) days (ninety (90) days with respect to aclaim for benefits due to

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theParticipant’s Disability) after the date of receipt of the written applicationfor review. If the Plan Administrator or Appeals Fiduciary determines that theextension of time is required, the Plan Administrator or Appeals Fiduciaryshall furnish to the claimant written notice of the extension before theexpiration of the initial sixty (60) day (forty-five (45) days with respect toa claim for benefits due to the Participant’s Disability) period. The extensionnotice shall indicate the special circumstances requiring an extension of timeand the date by which the Plan Administrator or Appeals Fiduciary expects to renderits decision on review. In the case of a decision adverse to the claimant, thePlan Administrator or Appeals Fiduciary shall provide to the claimant writtennotice of the denial which shall include:

(a)           thespecific reasons for the decision;

(b)           specific references to the pertinent provisions of the Plan on whichthe decision is based;

(c)           a statement that the claimant is entitled to receive, upon request andfree of charge, reasonable access to, and copies of, all documents, records,and other information relevant to the claimant’s claim for benefits;

(d)           an explanation of the Plan’s claim review procedures, and the timelimits applicable to such procedures, including a statement of the claimant’sright to bring an action under Section 502(a) of ERISA following the denial ofthe claim upon review;

(e)           in the case of a claimfor benefits due to the Participant’s Disability, if an internal rule,guideline, protocol or other similar criterion is relied upon in making theadverse determination, either the specific rule, guideline, protocol or othersimilar criterion; or a statement that such rule, guideline, protocol or othersimilar criterion was relied upon in making the decision and that a copy ofsuch rule, guideline, protocol or other similar criterion will be provided freeof charge upon request;

(f)            in the case of a claimfor benefits due to a Participant’s Disability, if a denial of the claim isbased on a medical necessity or experimental treatment or similar exclusion orlimit, an explanation of the scientific or clinical judgment for the denial, anexplanation applying the terms of the Plan to the claimant’s medicalcircumstances or a statement that such explanation will be provided free ofcharge upon request; and

(g)           in the case of a claimfor benefits due to the Participant’s Disability, a statement regarding theavailability of other voluntary alternative dispute resolution options.

9.9           AppealsFiduciary. For purposes of this Section 9, the Appeals Fiduciary means anindividual or group of individuals appointed to review appeals of claims forbenefits payable due to the Participant’s Disability. The Plan Administratorshall appoint the Appeals Fiduciary. The Appeals Fiduciary shall be required toreview claims for benefits payable due to the Participant’s Disability that areinitially denied by the Plan Administrator and for which the claimant requestsa full and fair review pursuant to this Section 9. The Appeals Fiduciary may

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not bethe individual who made the initial adverse determination with respect to anyclaim he reviews and may not be a subordinate of any individual who made theinitial adverse determination. The Appeals Fiduciary may be removed in the samemanner in which appointed or may resign at any time by written notice ofresignation to the Plan Sponsor. Upon such removal or resignation, the PlanSponsor shall appoint a successor.

**SECTION10LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLYINCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS**

## 10.1         Nobenefit which shall be payable under the Plan to any person shall be subject inany manner to anticipation, alienation, sale, transfer, assignment, pledge,encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer,assign, pledge, encumber or charge the same shall be void; and no such benefitshall in any manner be liable for, or subject to, the debts, contracts,liabilities, engagements or torts of any person, nor shall it be subject toattachment or legal process for, or against, such person, and the same shallnot be recognized under the Plan, except to such extent as may be required bylaw.

## 10.2         Ifany person who shall be entitled to any benefit under the Plan shall becomebankrupt or shall attempt to anticipate, alienate, sell, transfer, assign,pledge, encumber or charge such benefit under the Plan, then the payment of anysuch benefit in the event a Participant or Beneficiary is entitled to paymentshall, in the discretion of the Plan Administrator, cease and terminate and inthat event the Plan Administrator shall hold or apply the same for the benefitof such person, his spouse, children, other dependents or any of them in suchmanner and in such proportion as the Plan Administrator shall determine.

## 10.3         Wheneverany benefit which shall be payable under the Plan is to be paid to or for thebenefit of any person who is then a minor or determined to be incompetent byqualified medical advice, the Plan Administrator need not require theappointment of a guardian or custodian, but shall be authorized to cause thesame to be paid over to the person having custody of such minor or incompetent,or to cause the same to be paid to such minor or incompetent without theintervention of a guardian or custodian, or to cause the same to be paid to alegal guardian or custodian of such minor or incompetent if one has beenappointed or to cause the same to be used for the benefit of such minor orincompetent.

# **SECTION 11LIMITATION OF RIGHTS**

Membership in the Plan shall not give any Employeeany right or claim except to the extent that such right is specifically fixedunder the terms of the Plan. The adoption of the Plan by any Plan Sponsor shallnot be construed to give any Employee a right to be continued in the employ ofa Plan Sponsor or as interfering with the right of a Plan Sponsor to terminatethe employment of any Employee at any time.

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# **SECTION12AMENDMENT TO OR TERMINATION OF THE PLAN**

12.1         Amendmentand Termination by Primary Sponsor. The Primary Sponsor or any successorthereto reserves the right by action of the Board of Directors or its delegateeat any time to modify or amend or terminate the Plan. No such modifications oramendments shall have the effect of retroactively changing or deprivingParticipants or Beneficiaries of benefits already accrued under the Plan;provided, however, that the Primary Sponsor reserves the right to amend thePlan in any respect to comply with the provisions of Code Section 409A so asnot to trigger any unintended tax consequences prior to the distribution ofbenefits provided herein. Notwithstanding anything contained in the Plan to thecontrary, upon termination of the Plan, each Participant’s Account shall bepaid in due course in accordance with Section 6, unless the Primary Sponsorelects to have all Accounts paid in a lump sum as soon as practicable after thePlan’s termination but only if the Primary Sponsor determines that such paymentof Accounts will not constitute an impermissible acceleration of payments underone of the exceptions provided in Proposed Treasury Regulations Section1.409A-3(h)(2)(viii), or any successor guidance. No Plan Sponsor other than thePrimary Sponsor shall have the right to so modify, amend or terminate the Plan.

12.2         Terminationby a Plan Sponsor. Each Plan Sponsor other than the Primary Sponsor shallhave the right to terminate its participation in the Plan by resolution of itsboard of directors or other appropriate governing body and notice in writing tothe Primary Sponsor. Any termination by a Plan Sponsor shall not be atermination as to any other Plan Sponsor. Any such termination shall nottrigger payment of any affected Participant’s Account unless the PrimarySponsor affirmatively determines otherwise by action of its Board of Directorsin accordance with the requirements of Section 12.1.

12.3         Terminationby Primary Sponsor. If the Plan is terminated by the Primary Sponsor itshall terminate as to all Plan Sponsors.

# **SECTION 13ADOPTION OF PLAN BY AFFILIATES**

Any Affiliate, if the Affiliate is authorized to do so by writtendirection adopted by the Board of Directors, may adopt the Plan by action ofthe board of directors or other appropriate governing body of the Affiliate.Any adoption shall be evidenced by certified copies of the resolutions of theforegoing board of directors or governing body indicating the adoption by theadopting Affiliate. The resolution shall state and define the Effective Date ofthe adoption of the Plan by the Plan Sponsor.

# **SECTION 14MISCELLANEOUS**

## 14.1         UnfundedObligations. Participants and their Beneficiaries, heirs, successors, and assignsshall have no legal or equitable rights, claims, or interest in any specificproperty or assets of any Plan Sponsor or, if established, the Trust. Any andall of the assets of each Plan

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## Sponsor andany Trust assets which are attributable to amounts paid into the Trust by thePlan Sponsors shall be, and remain, the general unpledged, unrestricted assetsof the respective Plan Sponsor, which shall be subject to the claims of thatPlan Sponsor’s general creditors. Each Plan Sponsor’s obligation under the Planshall be merely that of an unfunded and unsecured promise of the Plan Sponsorto pay money in the future, and the rights of the Participants andBeneficiaries shall be no greater than those of unsecured general creditors. Itis the intention of the Plan Sponsors that the Plan and, if established, theTrust be unfunded for purposes of the Code and for purposes of Title I of ERISA.Nothing contained in this Plan shall constitute a guaranty by a Plan Sponsor orany other entity that the assets of the Plan Sponsor will be sufficient to payany benefit hereunder.

## 14.2         TaxWithholding. There shall be deducted from each payment made under the Planor any other compensation payable to the Participant or Beneficiary all taxeswhich are required to be withheld by a Plan Sponsor in respect to such payment.Each Plan Sponsor shall have the right to reduce any payment (or compensation),and the Plan Administrator shall have the right to direct reduction of anypayment, by the amount of cash sufficient to provide the amount of said taxes.

14.3         Notice of Address.Each individual entitled to a benefit under the Plan must file with the PrimarySponsor, in writing, his or her post office address and each change of postoffice address which occurs between the date of his or her Termination ofEmployment and the date he or she ceases to be a Participant. Anycommunication, statement or notice addressed to such individual at his or herlatest reported office address will be binding upon him or her for all purposesof the Plan and neither the Plan Administrator nor any Plan Sponsor shall beobliged to search for or ascertain his or her whereabouts.

14.4.        Notices. Any noticerequired or permitted to be given hereunder to a Participant or Beneficiarywill be properly given if delivered or mailed, postage prepaid, to theParticipant or Beneficiary at his or her last post office address as shown onthe Primary Sponsor’s records. Any notice to the Plan Administrator or thePrimary Sponsor shall be properly given or filed upon receipt by the PlanAdministrator or the Primary Sponsor at such address as may be specified fromtime to time by the Plan Administrator.

14.5         Receipt or Release.Any payment to a Participant or the Participant’s Beneficiary in accordancewith the provisions of the Plan shall, to the extent thereof, be in fullsatisfaction of all claims arising under, or with respect to, the Plan againstthe Plan Administrator and each Plan Sponsor. The Plan Administrator mayrequire such Participant or Beneficiary, as a condition precedent to suchpayment, to execute a receipt and release to such effect.

14.6         Designation ofBeneficiary. Each Participant shall file with the Plan Sponsor a notice inwriting, in a form acceptable to the Plan Sponsor, designating one or moreBeneficiaries to whom payments becoming due by reason of or after his or herdeath shall be made. Participants shall have the right to change theBeneficiary or Beneficiaries so designated from time to time; provided,however, that no such change shall become effective until received in writingand acknowledged by the Plan Sponsor and no such change may be given effect ifnot

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received prior tothe date a distribution pursuant to Section 6 has been processed for payment(or, if applicable, the commencement of payment).

## 14.7         GoverningLaw. To the extent not preempted by applicable federal law, the Plan shallbe governed by and construed in accordance with the laws of the State ofDelaware.

The next page isthe signature page

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INWITNESS WHEREOF, the Primary Sponsor has caused this indenture to be executedas of the date first above written.
|         | COUNTRYWIDE FINANCIAL CORPORATION            |
|---------|----------------------------------------------|
|    |                                         |
|    |                                         |
|    | By:                                          | /s/ Marshall M. Gates |   |
|    |                                         | Marshall M.  Gates |
|    |                                         | Senior Managing  Director and |
|    |                                         | Chief  Administrative Officer |
|    |                                         |
|    |                                         |
| Attest: | /s/ Gerard A.  Healy                         |   |   |
|    | Gerard A. Healy                              |   |
|    | Senior Vice  President/Asst. General Counsel |   |
|         |                                              |  |  |  |  |

 

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