**Exhibit 10.149**

Countrywide Financial Corporation

Director’s Charitable Award Program

**1.****             PURPOSE OF THEPROGRAM**

TheCountrywide Financial Corporation Director’s Charitable Award Program(the ”Program”) allows each eligible Director of Countrywide Financial Corporation(the “Corporation”) to recommend that the Corporation make a donation of up to$1,000,000 to the eligible tax-exempt organization(s) (the “Donee(s)”) selectedby the Director, with the donation to be made in the Director’s name. Thepurpose of the Program is to attract highly qualified individuals to serve asDirectors and recognize the interest of the Corporation and its Directors insupporting worthy educational institutions and other charitable organizations.

**2.****                                      ELIGIBILITY**

Allpersons serving as Directors of the Corporation as of January 1, 2002shall be eligible to participate in the Program. All Directors who join theCorporation’s Board of Directors after that date shall be immediately eligibleto participate in the Program upon election to the Board.

**3.****                                      RECOMMENDATIONOF DONATION**

Whena Director becomes eligible to participate in the Program, he or she shall makea written recommendation to the Corporation, on a form approved by theCorporation for this purpose, designating the Donee(s) which he or she intendsto be the recipient(s) of the Corporation donation to be made on his or herbehalf. A Director may revise or revoke any such recommendation by signing anew recommendation form and submitting it to the Corporation. If donationinstallment payments have commenced on behalf of a retired Director, he or shemay submit a new recommendation for the remaining unpaid portion only.

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**4.****                                      AMOUNTAND TIMING OF DONATION**

Eacheligible Director may choose one organization to receive a Corporation donationof $1,000,000, or up to four organizations to receive donations aggregating$1,000,000. Each recommended organization must be recommended to receive adonation of at least $100,000. The donation will be made by the Corporation inten equal annual installments, with the first installment to be made at theearlier of ten years after the Director’s retirement from the Board or at theBoard member’s death. Subsequent donation installments will be made on or aboutJuly 1 of each year. If a Director recommends more than one organization toreceive a donation, each organization will receive a prorated portion of eachannual installment. Each annual installment payment will be divided among therecommended organizations in the same proportion as the total donation amounthas been allocated among the organizations by the Director.

**5.****                                      DONEES**

Inorder to be eligible to receive a donation, a recommended organization mustinitially, and at the time each donation installment is to be made, qualify toreceive tax-deductible donations under the Internal Revenue Code, and bereviewed and approved by the Corporation. A recommendation will be approvedunless it is determined, in the exercise of good faith judgment, that adonation to the organization would be detrimental to the best interests of theCorporation. If an organization recommended by a Director ceases to qualify asa Donee, and if the Director does not submit a form to change therecommendation, the amount recommended to be donated to the organization willinstead be donated to the Director’s remaining recommended qualified Donee(s)on a prorated basis. If none of the recommended organizations qualify, thedonation will be made to an organization(s) selected by the Corporation.

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Aseach recommended organization is subject to approval prior to the time eachdonation installment is to be made, there is no contractual obligation onbehalf of the Corporation to continue the donation installments once they havecommenced. In addition, the Corporation retains the right not to grant thedonation recommended for any ineligible organization to another qualifiedorganization.

**6.****                                      VESTING**

ADirector will be fully vested in the Program: (a) upon the completion of fiveyears of service as a Director, (b) in the event he or she terminates servicedue to death, disability, or other circumstances as deemed appropriate by theBoard, or (c) if there is a Change of Control of the Company. For a Directorwho is not fully vested, the donation amount will be determined in accordancewith the following schedule:
| VESTING DATE                           | ** ** | **DONATION AMOUNT** | ** ** |
|---------------------------------------------|------------|--------------------------|------------|
|                                        |       |                     |       |
| Completion of  one year of Board service    |       | $                        | 200,000    |   |
|                                        |       |                     |       |
| Completion of  two years of Board service   |       | 400,000                  |       |
|                                        |       |                     |       |
| Completion of  three years of Board service |       | 600,000                  |       |
|                                        |       |                     |       |
| Completion of  four years of Board service  |       | 800,000                  |       |
|                                        |       |                     |       |
| Completion of five  years of Board service  |       | 1,000,000                |       |
|                                             |            |                          |            |  |

 

For persons serving as Directors as of January 1,2002, Board service prior to January 1, 2002 will be counted as vestingservice.

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**7.****                                      FUNDINGAND PROGRAM ASSETS**

TheCorporation may fund the Program or it may choose not to fund the Program. Ifthe Corporation elects to fund the Program in any manner, neither the Directorsnor their recommended Donee(s) shall have any rights or interests in any assetsof the Corporation identified for such purpose. Nothing contained in theProgram shall create, or be deemed to create, a trust, actual or constructive,for the benefit of a Director or any Donee recommended by a Director to receivea donation, or shall give, or be deemed to give, any Director or recommendedDonee any interest in any assets of the Program or the Corporation. If theCorporation elects to fund the Program through life insurance policies, aparticipating Director agrees to cooperate and fulfill the enrollmentrequirements necessary to obtain insurance on his or her life.

**8.****                                      AMENDMENT OR TERMINATION**

TheBoard of Directors of the Corporation may, at any time, without the consent ofthe Directors participating in the Program, amend, suspend, or terminate theProgram.

**9.****                                      ADMINISTRATION**

TheProgram shall be administered by the Corporation’s Compensation Committee (the “Committee”).The Committee shall have plenary authority in its discretion, but subject tothe provisions of the Program, to prescribe, amend, and rescind rules,regulations and procedures relating to the Program. The determinations of theCommittee on the foregoing matters shall be conclusive and binding on allinterested parties.

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**10.****                               CHANGEIN CONTROL**

Ifthere is a Change in Control of the Corporation, all participants serving asDirectors at the time of the Change in Control shall become immediately vestedin the Program, and, notwithstanding the provisions of Section 8, the Programshall not thereafter be amended or terminated with respect to any personparticipating in the Program at the time of the Change in Control. For thepurpose of the Program, the term “Change in Control” shall have the samemeaning as is defined for that term in the Countrywide Financial Corporation Changein Control Severance Plan.

**11.****                               GOVERNINGLAW**

TheProgram shall be construed and enforced according to the laws of the State ofCalifornia, and all provisions thereof shall be administered according to thelaws of said State.

**12.****                               EFFECTIVEDATE**

TheProgram effective date is January 1, 2002. The recommendation of aDirector will not be effective until he or she completes the Program enrollmentrequirements.

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**FIRST AMENDMENTTO THECOUNTRYWIDE FINANCIAL CORPORATIONDIRECTOR’S CHARITABLE AWARD PROGRAM**

This First Amendment to the Director’s CharitableAward Program (the “Program”) dated as of June 13, 2007 is made by CountrywideFinancial Corporation (the “Corporation”).

WHEREAS, the Corporation wishes to amend theProgram, which became effective on January 1, 2002, to limit participation tocurrent participants.

NOW, THEREFORE, the Corporation hereby amends theProgram, pursuant to Section 8 thereof, to limit participation in the Programto the current participants and eliminate the eligibility of future Directorsto participate in the Program, effective as of June 13, 2007.

IN WITNESS WHEREOF, theCorporation has caused this First Amendment to be executed as of the day andyear first above written.
|        | COUNTRYWIDE FINANCIAL CORPORATION |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               | /s/ Marshall M. Gates |   |
|   |                              | Marshall M. Gates |
|   |                              | Senior Managing Director, Chief Administrative |
|   |                              | Officer |

 

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