**Exhibit 10.129**

 

**CountrywideFinancial CorporationExecutive Contribution Account Plan**

 

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**TABLE OF CONTENTS**

 
| ** **                           | ** **                                                           | **Page** |
|--------------------------------------|----------------------------------------------------------------------|----------|
| ARTICLE 1. Definitions               | 1                                                                    |
| 1.1                                  | “Account”                                                  | 1        |
| 1.2                                  | “Beneficiary”                                              | 1        |
| 1.3                                  | “Beneficiary Designation Form”                             | 1        |
| 1.4                                  | “Benefit Distribution Date”                                | 1        |
| 1.5                                  | “Board”                                                    | 1        |
| 1.6                                  | “Change in Control”                                        | 1        |
| 1.7                                  | “Code”                                                     | 3        |
| 1.8                                  | “Committee”                                                | 3        |
| 1.9                                  | “Company”                                                  | 3        |
| 1.10                                 | “Compensation”                                             | 4        |
| 1.11                                 | “Disability” or “Disabled”                       | 4        |
| 1.12                                 | “ERISA”                                                    | 4        |
| 1.13                                 | “Initial Account Balance”                                  | 4        |
| 1.14                                 | “Key Employee”                                             | 4        |
| 1.15                                 | “Participant”                                              | 4        |
| 1.16                                 | “Plan”                                                     | 4        |
| 1.17                                 | “Plan Year”                                                | 4        |
| 1.18                                 | “Retirement”, “Retire(s)” or “Retired” | 4        |
| 1.19                                 | “SERP”                                                     | 4        |
| 1.20                                 | “Termination of Employment”                                | 4        |
| 1.21                                 | “Unforeseeable Financial Emergency”                        | 4        |
| 1.22                                 | “Years of Plan Participation”                              | 5        |
| 1.23                                 | “Years of Service”                                         | 5        |
|                                 |                                                                 |     |
| ARTICLE 2. Participation             | 5                                                                    |
| 2.1                                  | Participation                                                        | 5        |
|                                 |                                                                 |     |
| ARTICLE 3. Accounts                  | 5                                                                    |
| 3.1                                  | Initial Account Balance                                              | 5        |
| 3.2                                  | Company Contributions                                                | 5        |
| 3.3                                  | Paid Leave of Absence                                                | 6        |
| 3.4                                  | Vesting                                                              | 6        |
| 3.5                                  | Investment of Accounts                                               | 6        |
|                                 |                                                                 |     |
| ARTICLE 4. Distributions             | 6                                                                    |
| 4.1                                  | Payment of Benefit                                                   | 6        |
| 4.2                                  | In-Service Distributions                                             | 7        |
|                                 |                                                                 |     |
| ARTICLE 5. Beneficiary Designation   | 7                                                                    |
| 5.1                                  | Beneficiary                                                          | 7        |
| 5.2                                  | Acknowledgment                                                       | 7        |
| 5.3                                  | No Beneficiary Designation                                           | 7        |
|                                 |                                                                 |     |
| ARTICLE 6. Termination and Amendment | 8                                                                    |
| 6.1                                  | Termination of Plan                                                  | 8        |

 

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| ARTICLE 7. Administration                | 8                                               |
|------------------------------------------|-------------------------------------------------|
| 7.1                                      | Committee Duties                                | 8 |
| 7.2                                      | Agents                                          | 8 |
| 7.3                                      | Binding Effect of Decisions                     | 9 |
| 7.4                                      | Indemnity of Committee                          | 9 |
|                                     |                                            |   |
| ARTICLE 8. Other Benefits and Agreements | 9                                               |
| 8.1                                      | Coordination with Other Benefits and Agreements | 9 |
|                                     |                                            |   |
| ARTICLE 9. Claims Procedures             | 9                                               |
| 9.1                                      | Presentation of Claim                           | 9 |
| 9.2                                      | Notification of Decision                        | 9 |
| 9.3                                      | Review of a Denied Claim                        | 10 |
| 9.4                                      | Decision on Review                              | 10 |
|                                     |                                            |   |
| ARTICLE 10. Miscellaneous                | 11                                              |
| 10.1                                     | Status of Plan                                  | 11 |
| 10.2                                     | Unsecured General Creditor                      | 11 |
| 10.3                                     | Company’s Liability                        | 11 |
| 10.4                                     | Nonassignability                                | 11 |
| 10.5                                     | Not a Contract of Employment                    | 12 |
| 10.6                                     | Furnishing Information                          | 12 |
| 10.7                                     | Terms                                           | 12 |
| 10.8                                     | Captions                                        | 12 |
| 10.9                                     | Governing Law                                   | 12 |
| 10.10                                    | Notice                                          | 12 |
| 10.11                                    | Withholding                                     | 13 |
| 10.12                                    | Successors                                      | 13 |
| 10.13                                    | Spouse’s Interest                          | 13 |
| 10.14                                    | Validity                                        | 13 |
| 10.15                                    | Incompetent                                     | 13 |
| 10.16                                    | Insurance                                       | 13 |

 

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**COUNTRYWIDEFINANCIAL CORPORATION**

**EXECUTIVECONTRIBUTION ACCOUNT PLAN**

 

**Purpose**

 

The purpose of this Plan is to provide specified benefits to certainkey employees of Countrywide Financial Corporation (the “Company”) (andparticipating subsidiaries) who are expected to contribute materially to thecontinued growth, development and future business success of the Company. ThisPlan shall be unfunded for tax purposes and for purposes of Title I ofERISA.

 

# **ARTICLE 1. Definitions**

#  

Unless otherwise clearly apparent from the context, the followingphrases or terms shall have the following meanings:

 

1.1           “Account” shall mean,on any date, the sum of (i) the Initial Account Balance, (ii) theCompany’s annual contributions hereunder, and (iii) earnings credited ordebited to the Account, less (iv) any distributions made to the Participant orhis Beneficiary hereunder. The Account shall be a bookkeeping entry only andshall be utilized solely as a device for the measurement and determination ofthe amounts payable hereunder.

 

1.2           “Beneficiary” shallmean one or more persons, trusts, estates or other entities, designated inaccordance with Article 5, to receive benefits under this Plan upon aParticipant’s death.

 

1.3           “BeneficiaryDesignation Form” shall mean the form established from time to time by theCommittee to designate one or more Beneficiaries.

 

1.4           “Benefit DistributionDate” shall mean the date upon which a Participant becomes entitled to adistribution of his vested Account balance. Except with respect to KeyEmployees, a Participant’s Benefit Distribution Date shall be the date which issixty (60) days following the date on which he has a Termination of Employment(including by reason of Retirement, death or Disability). A Key Employee’sBenefit Distribution Date shall be the last day of the six-month period immediately following the date on which theParticipant has such a Termination of Employment.

 

1.5           “Board” shall mean theboard of directors of the Company.

 

1.6           “Change in Control”shall mean the first to occur of any of the following events:

 

### (a)           An acquisition (other than directlyfrom the Company) of any common stock or other “Voting Securities” (ashereinafter defined) of the Company by any “Person” (as the term person is usedfor purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934,as amended (the “Exchange Act”)), immediately after which such Person has “Beneficial Ownership” (withinthe meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty five

 

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### percent (25%) or more of the then outstanding shares ofthe Company’s common stock or the combined voting power of the Company’s thenoutstanding Voting Securities; provided, however, in determining whether a Change inControl has 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 this Agreement, (1) ”VotingSecurities” shall mean the Company’s outstanding voting securities entitled tovote generally in the election of directors and (2) a “Non-ControlAcquisition” shall mean an acquisition by (i) an employee benefit plan (or a trustforming a part thereof) maintained by (A) the Company or (B) 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 Company (for purposes of this definition, a “Subsidiary”), (ii) theCompany or any of its Subsidiaries, or (iii) any Person in connection witha “Non-Control Transaction” (as hereinafter defined);

###  

### (b)           The individuals who, as of  September 13, 1996 are members of the Board(the “Incumbent Board”), cease for any reason to constitute at least two thirdsof the members of the Board; provided, however, that if the election, ornomination for election by the Company’s common stockholders, of any newdirector was approved by a vote of at least two-thirds of the Incumbent Board,such new director shall, for purposes of this Agreement, be considered as amember of the Incumbent Board; provided further, however, that no individualshall be considered a member of the Incumbent Board if such individualinitially assumed office as a result of either an actual or threatened “ElectionContest” (as described in Rule 14a-11 promulgated under the Exchange Act) orother actual or threatened solicitation of proxies or consents by or on behalfof a Person other than the Board (a “Proxy Contest”) including by reason of any agreement intendedto avoid or settle any Election Contest or Proxy Contest; or

###  

### (c)           The consummation of:

###  

#### (i)            A merger,consolidation or reorganization involving the Company, unless such merger,consolidation or reorganization is a “Non- Control Transaction.”  A “Non-ControlTransaction” shall mean a merger,consolidation or reorganization of the Company where:

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##### (A)          the stockholders of theCompany, immediately before such merger, consolidation or reorganization, owndirectly or indirectly immediately following such merger, consolidation orreorganization, at least seventy percent (70%)of the combined voting power of the outstanding Voting Securities of thecorporation resulting from such merger, consolidation or reorganization (the “SurvivingCorporation”) in substantiallythe same proportion as theirownership of the Voting Securities immediately before such merger,consolidation or reorganization;

 

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##### (B)           the individuals whowere members of the Incumbent Board immediately prior to the execution of theagreement providing for such merger, consolidation or reorganization constituteat least two-thirds of the members of the board of directors of the SurvivingCorporation, in the event that, immediately following the consummation of suchtransaction, a corporation beneficially owns, directly or indirectly, amajority of the Voting Securities of the Surviving Corporation; and

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##### (C)           no Person other than(i) the Company, (ii) any Subsidiary, (iii) any employee benefitplan (or any trust forming a part thereof) maintained by the Company, theSurviving Corporation, or any 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 VotingSecurities or common stock of the Company, has Beneficial Ownership of twenty five percent (25%) or more of the combined voting powerof the Surviving Corporation’s then outstanding Voting Securities or its commonstock;

#####  

#### (ii)           Acomplete liquidation or dissolution of the Company; or

####  

#### (iii)          The sale or otherdisposition of all orsubstantially all of the assets of the Company to any Person (other than atransfer to a Subsidiary).

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#### Notwithstanding the foregoing, a Change inControl shall not be deemed to occur solely because any Person (the “SubjectPerson”) acquired Beneficial Ownership of more than the permitted amount of thethen outstanding common stock or Voting Securities as a result of theacquisition of common stock or Voting Securities by the Company which, byreducing the number of shares of common stock or Voting Securities thenoutstanding, increases the proportional number of shares Beneficially Owned bythe Subject Persons; *provided,**however,*that ifa Change in Control would occur (but for the operation of this sentence) as aresult of the acquisition of common stock or Voting Securities by the Company, and after such share acquisition bythe Company, the Subject Person becomes the Beneficial Owner of any additionalcommon stock or Voting Securities which increases the percentage of the thenoutstanding common stock or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

####  

1.7           “Code” shall mean theInternal Revenue Code of 1986, as it may be amended from time to time and anyrelated regulations or other guidance issued thereunder.

 

1.8           “Committee” shall meanthe committee described in Article 10.

 

1.9           “Company” shall meanCountrywide Financial Corporation, a Delaware corporation, and any successorthereto.

 

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1.10         “Compensation” shall meanthe sum of a Participant’s base salary and any bonus paid to the Participantduring any Plan Year, in each case, before reduction for compensation deferredpursuant to all qualified, non-qualified and Code Section 125 plans, up to amaximum aggregate amount of three million dollars ($3,000,000).

 

1.11         “Disability” or “Disabled”shall mean a “disability”, as such term is defined in Code Section 409A.

 

1.12         “ERISA” shall mean theEmployee Retirement Income Security Act of 1974, as it may be amended from timeto time, and any related regulations or other guidance issued thereunder.

 

1.13         “Initial Account Balance”of a Participant shall mean the amount set forth on the schedule attachedhereto.

 

1.14         “Key Employee” shall meanany Participant who is a “key employee” within the meaning of Code Section409A.

 

1.15         “Participant” shall meanany employee of the Company (or any participating subsidiary) who becomes a Participantin accordance with Section 2.1 hereof.

 

1.16         “Plan” shall mean theCountrywide Financial Corporation Executive Contribution Account Plan.

 

1.17         “Plan Year” shall meanthe calendar year.

 

1.18         “Retirement”, “Retire(s)”or “Retired” shall mean a Participant’s separation from service with theCompany on or after the earlier of the attainment of (a) age sixty-five (65) or (b) age fifty-five (55) with ten (10) Years ofService.

 

1.19         “SERP” shall mean theCountrywide Financial Corporation Supplemental Executive Retirement Plan.

 

1.20         “Termination ofEmployment” shall mean a Participant’s separation from service with the Companyfor any reason other than Retirement, Disability, death or an authorized leaveof absence (as determined in accordance with Code Section 409A).

 

1.21         “Unforeseeable FinancialEmergency” shall mean an unforeseeable emergency that is caused by an eventbeyond the control of the Participant that would result in severe financialhardship to the Participant resulting from (i) a sudden and unexpectedillness or accident of the Participant, the Participant’s spouse, or adependent (as defined in Code Section 152(a)) of the Participant, (ii) aloss of the Participant’s property due to casualty, or (iii) such othersimilar extraordinary and unforeseeable circumstances arising as a result ofevents beyond the control of the Participant, all as determined in the solediscretion of the Committee, which shall interpret such term consistent withCode Section 409A.

 

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1.22         “Years of PlanParticipation” shall mean the total number of full Plan Years a Participant hasbeen a Participant in the Plan prior to his or her Termination of Employment,including any years of participation in the SERP prior to the commencement ofparticipation hereunder.

 

1.23         “Years of Service” shallmean the total number of full years in which a Participant has been employed bythe Company. The Committee shall make a determination, in its sole discretion,as to whether any partial year of employment shall be counted as a Year ofService.

 

# **ARTICLE 2. Participation**

 

2.1           **Participation.**  Any employee of the Company (or anyparticipating subsidiary) who, on January 1, 2006, is (a) a ManagingDirector (or is employed in a more senior position) or (b) an ExecutiveVice President who has completed at least five (5) Years of Service as ofDecember 31, 2005, automatically shall become a Participant on January 1, 2006.On or after January 1, 2006, anyone who becomes a Managing Director (or isemployed in a more senior position) or who completes five (5) Years of Serviceas an Executive Vice President automatically shall become a Participant on thefirst day of the  calendar year nextfollowing the date on which the individual attains such status. Any employeewho is a Participant in the SERP shall not be eligible to participate herein.

 

# **ARTICLE 3. Accounts**

#  

3.1           **InitialAccount Balance**. As of January 1, 2006, each Participant shallbe credited with his or her Initial Account Balance, if any.

 

3.2           **CompanyContributions**.

 

### (a)           For each Plan Year, the Company shall make the followingcontribution to a Participant’s Account: 

 

| **Position**             | ** ** | **Percentage of  Compensation** | ** ** |
|--------------------------|------------|--------------------------------------|------------|
| Senior Managing Director |       | 5                                    | %          |
| Managing Director        |       | 2                                    | %          |
| Executive Vice President |       | 1                                    | %          |

 

Suchcontribution shall be made by March 15th of the year following theyear in which it is earned.

 

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### (b)           Notwithstanding the foregoing, the Company shall make nocontribution for any Participant who (i) Retires, dies, suffers aDisability or incurs a Termination of Employment prior to December 31stof the year with respect to which the contribution is being made, or(ii) incurs a Termination of Employment following December 31stbut before the date on which the contribution is actually made, unless suchParticipant is fully vested in his Account as of the date of such Terminationof Employment.

###  

### (c)           The Company shall have the right, but not the obligation, inits sole discretion, to make an additional contribution in any year, based uponits attainment of certain performance goals or targets set by the Committee forthat year and communicated to the affected Participants. Any such targets andthe amount of the discretionary contribution, if any, shall be established bythe Committee within ninety (90) days of (i) the beginning of the applicablePlan Year or (ii) the date on which an individual first becomes a Participant.

###  

3.3           **PaidLeave of Absence**.  If aParticipant is authorized by the Company to take a paid leave of absence or takes an unpaid leave of absence with theCompany’s consent****he or sheshall continue to be entitled to a Company contribution while on such leave.

 

3.4           **Vesting**.  A Participant shall vest in the balance inher Account upon (a) attaining age 65, or his death, or Disability whileemployed or (b) the completion of ten (10) Years of Service with theCompany, plus the attainment of the earlier of age 55 or five Years of PlanParticipation.

 

3.5           **Investmentof Accounts**.  EachParticipant shall be entitled to direct the investment of the amount in hisAccount in the manner and time, and among the investment media permitted under,the Company’s Executive Deferred Compensation Plan, and/or any other investmentvehicle selected by the Company’s Investment Committee for Employee BenefitPlans (or any successor thereto). Notwithstanding the foregoing, suchinvestments are for measurement purposes only, and a Participant’s election ofany such investment fund, the allocation of her Account balance thereto, andthe crediting or debiting of earnings thereon, shall not be considered orconstrued in any manner as an actual investment of her Account balance in anysuch investment media but shall at all times be a bookkeeping entry only. TheParticipant shall at all times remain an unsecured creditor of the Company.

 

# **ARTICLE 4. Distributions**

 

4.1           **Paymentof Benefit**.

 

### (a)           Upon a Participant’s death or Disability, she (or her estateor legal representative, as applicable) shall receive her vested Account balancein a single lump sum beginning on, and determined as of, her BenefitDistribution Date.

###  

### (b)           A Participant shall have the right to elect to receive hervested Account balance upon Retirement or Termination of Employment in either(i) a single lump sum or

 

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### (b) an annuity payable in equal monthlyinstallments over a period of five (5), ten (10) or fifteen (15) years, in eachcase, beginning on her Benefit Distribution Date. Such election shall be made inaccordance with procedures established by the Committee, including any form theCommittee deems appropriate. If a Participant does not make an election withrespect to the payment of her benefit, she shall be deemed to have elected toreceive a lump sum payment.

###  

4.2           **In-ServiceDistributions**.  Notwithstandingthe foregoing, a Participant shall be entitled to an immediate distribution ofall or a portion of his vested Account balance upon the occurrence of anUnforeseeable Financial Emergency, provided that the amount that may bedistributed shall be limited to the lesser of the amount needed to relieve suchUnforeseeable Financial Emergency or the maximum amount permitted by CodeSection 409A (as determined by the Committee, in its sole discretion). No otherin-service distributions are permissible, except to the extent suchdistribution is permitted by Code Section 409A.

 

# **ARTICLE 5. Beneficiary Designation**

 

5.1           **Beneficiary**.  At the time an Employee becomes aParticipant, he shall have the right to designate and/or change primary and/orcontingent beneficiaries to receive any benefits payable under the Plan uponhis death by completing and submitting a Beneficiary Designation Form to theCommittee, together with any other form or information required by theCommittee. The Beneficiary Designation hereunder may be the same as ordifferent from such designation under any other plan of the Company. Upon theacceptance by the Committee of a new Beneficiary Designation Form, allBeneficiary designations previously filed shall be canceled.

 

5.2           **Acknowledgment**.  No designation or change in designation of aBeneficiary shall be effective until received and acknowledged in writing bythe Committee or its designated agent.

 

5.3           **NoBeneficiary Designation**.  Ifa Participant fails to designate a Beneficiary or, if all designatedBeneficiaries predecease the Participant or die prior to complete distributionof the Participant’s benefits, the Participant’s designated Beneficiary shallbe deemed to be her surviving spouse, or, if none, the executor or personalrepresentative of the Participant’s estate.

 

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# **ARTICLE 6. Termination and Amendment**

 

6.1           **Terminationand Amendment**.

 

(a)           TheCompany reserves the right at any time, or from time to time, to amend orterminate the Plan by action of the Compensation Committee of the Board. Following a termination of the Plan, thebalances in each Participant’s Account shall remain in the Plan until theParticipant becomes eligible for a distribution in accordance with the terms ofthe Plan. Notwithstanding the foregoing, to the extent permissible under CodeSection 409A and other applicable law, following a Change inControl, the Company shall be permitted to (i) terminate the Plan byaction of the Board, and (ii)distribute the vested Account balances to Participants in a lump sum no later than twelve (12)months after a Change in Control, within the meaning of Section 409A of theCode.

 

(b)           Notwithstandinganything herein to the contrary, no amendment or modification shall decreasethe value of a Participant’s vested Account balance at the time the amendmentor modification is made.

 

(c)           Notwithstandingany provision of the Plan to the contrary, in the event that the Company, inits sole discretion, determines that any provision of the Plan may causeamounts deferred under the Plan to become immediately taxable to anyParticipant under Code Section 409A, the Company may (i) adopt suchamendments to the Plan and appropriate policies and procedures, includingamendments and policies with retroactive effect, that the Company determinesnecessary or appropriate to preserve the intended tax treatment of the Planbenefits provided by the Plan, and/or (ii) take such other actions as theCompany determines necessary or appropriate to comply with the requirements ofCode Section 409A.

 

# **ARTICLE 7. Administration**

 

7.1           **CommitteeDuties**.  Except asotherwise provided herein, the Plan shall be administered by the Company’sAdministrative Committee for Employee Benefit Plans. The Committee shall alsohave the discretion and authority to (i) make, amend, interpret, andenforce all appropriate rules and regulations for the administration of thePlan, and (ii) decide or resolve any and all questions, including benefitentitlement determinations and interpretations of the Plan, as may arise inconnection with the Plan. Committee members may be Participants hereunder, butshall not vote or act on any matter relating solely to himself or herself. Whenmaking a determination or calculation, the Committee shall be entitled to relyon information furnished by a Participant or the Company (including the Boardor the Compensation Committee).

 

7.2           **Agents**.  The Committee may, from time to time, employagents and delegate to them such administrative duties as it sees fit(including acting through a duly appointed representative), and may from timeto time consult with counsel.

 

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7.3           **BindingEffect of Decisions**.  Thedecision or action of the Committee with respect to any question arising out ofor in connection with the administration, interpretation and application of thePlan and the rules and regulations promulgated hereunder shall be final andconclusive and binding upon all persons having any interest in the Plan.

 

7.4           **Indemnityof Committee**.  The Companyshall indemnify and hold harmless the members of the Committee, any employee towhom the duties of the Committee may be delegated, against any and all claims,losses, damages, expenses or liabilities arising from any action or failure toact with respect to this Plan, except in the case of willful misconduct by theCommittee, any of its members, or any such employee.

 

# **ARTICLE 8. Other Benefits and Agreements**

 

8.1           **Coordinationwith Other Benefits and Agreements**.  The benefits provided for a Participant (orBeneficiary, as applicable) under the Plan are in addition to any otherbenefits available to such Participant (or Beneficiary) under any other plan,program or agreement maintained by the Company. The Plan shall supplement andshall not supersede, modify or amend any other such plan, program or agreement,except as may otherwise be expressly provided.

 

# **ARTICLE 9. Claims Procedures**

 

9.1           **Presentationof Claim**.  No claim for benefitsunder the Plan is necessary for payment to be made. Any Participant orBeneficiary of a deceased Participant who believes that he has not receivedtimely all benefits to which he is entitled under the Plan (a “Claimant”) maydeliver to the Committee a written claim for a determination with respect tosuch claim. If such a claim relates to the contents of a notice received by theClaimant, the claim must be made within sixty (60) days after such noticewas received by the Claimant. All other claims must be made within one hundredand eighty (180) days of the date on which the event that caused the claim toarise occurred. The claim must state with particularity the determinationdesired by the Claimant.

 

9.2           **Notificationof Decision**.  TheCommittee shall consider a Claimant’s claim within a reasonable time, but nolater than ninety (90) days after receiving the claim. If the Committeedetermines that special circumstances require an extension of time forprocessing the claim, written notice of the extension shall be furnished to theClaimant prior to the termination of the initial ninety (90) day period. In noevent shall such extension exceed a period of ninety (90) days from the end ofthe initial period. The extension notice shall indicate the specialcircumstances requiring an extension of time, and the date by which theCommittee expects to render the benefit determination. The Committee shallnotify the Claimant in writing:

 

### (a)           that the Claimant’s requested determination has been made,and that the claim has been allowed in full; or

 

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### (b)           that the Committee has reached a conclusion contrary, inwhole or in part, to the Claimant’s requested determination, in which case suchnotice must set forth, in a manner calculated to be understood by the Claimant:

###  

#### (i)            the specific reason(s)for the denial of the claim, or any part of it;

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#### (ii)           specific reference(s)to pertinent provisions of the Plan upon which such denial was based;

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#### (iii)          a description of anyadditional material or information necessary for the Claimant to perfect theclaim, and an explanation of why such material or information is necessary;

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#### (iv)          an explanation of theclaim review procedure set forth in Section 9.3 below; and

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#### (v)           a statement of theClaimant’s right to bring a civil action under ERISA Section 502(a) followingan adverse benefit determination on review.

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9.3           **Review ofa Denied Claim**.  On orbefore sixty (60) days after receiving a notice from the Committee that aclaim has been denied, in whole or in part, a Claimant (or the Claimant’s dulyauthorized representative) may file with the Committee a written request for areview of the denial of the claim. The Claimant (or the Claimant’s dulyauthorized representative):

 

### (a)           may, upon request and free of charge, have reasonable accessto, and copies of, all documents, records and other information relevant (asdefined in applicable ERISA regulations) to the claim for benefits;

###  

### (b)           may submit written comments or other documents; and/or

###  

### (c)           may request a hearing, which the Committee, in its solediscretion, may grant.

###  

9.4           **Decisionon Review**.  The Committeeshall render its decision on review promptly, and no later than sixty(60) days after the Committee receives the Claimant’s written request fora review of the denial of the claim. If the Committee determines that specialcircumstances require an extension of time for processing the claim, writtennotice of the extension shall be furnished to the Claimant prior to thetermination of the initial sixty (60) day period. In no event shall suchextension exceed a period of sixty (60) days from the end of the initial period.The extension notice shall indicate the special circumstances requiring anextension of time and the date by which the Committee expects to render thebenefit determination. In rendering its decision, the Committee shall take intoaccount all comments, documents, records and other information submitted by theClaimant relating to the claim, without regard to whether such information wassubmitted or considered in the initial benefit determination. The decision mustbe written in a manner calculated to be understood by the Claimant, and it mustcontain:

 

### (a)           specific reasons for the decision;

 

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### (b)           specific reference(s) to the pertinent Plan provisions uponwhich the decision was based;

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### (c)           a statement that the Claimant is entitled to receive, uponrequest and free of charge, reasonable access to and copies of, all documents,records and other information relevant (as defined in applicable ERISAregulations) to the Claimant’s claim for benefits; and

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### (d)           a statement of the Claimant’s right to bring a civil actionunder ERISA Section 502(a).

###  

# **ARTICLE 10. Miscellaneous**

 

10.1         **Status ofPlan**.  The Plan isintended to be a plan that is not qualified within the meaning of Code Section401(a), and that “is unfunded and is maintained by an employer primarily forthe purpose of providing deferred compensation for a select group of managementor highly compensated employees” within the meaning of ERISA Sections 201(2),301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (i) ina manner consistent with that intent, and (ii) in accordance with Code Section409A.

 

10.2         **Unsecured General Creditor**. Participants and their Beneficiaries, heirs, successors and assignsshall have no legal or equitable rights, interests or claims in any property orassets of the Company (or any subsidiary). For purposes of the payment of benefitsunder this Plan, any and all of the assets of the Company (and itssubsidiaries) shall be, and remain, general, unpledged and unrestricted assets.The Company’s obligation under the Plan shall be merely that of an unfunded andunsecured promise to pay money in the future.

 

10.3         **Company’sLiability**.  The Company’sliability for the payment of benefits shall be defined only by the Plan, and itshall have no obligation to a Participant or Beneficiary under the Plan exceptas expressly provided in the Plan.

 

10.4         **Nonassignability**.  Neither a Participant nor any other personshall have any right to commute, sell, assign, transfer, pledge, anticipate,mortgage or otherwise encumber, transfer, hypothecate, alienate or convey inadvance of actual receipt, the amounts, if any, payable hereunder, or any partthereof, which are, and all rights to which are expressly declared to be,unassignable and non-transferable. No part of the amounts payable shall, priorto actual payment, be subject to seizure, attachment, garnishment orsequestration for the payment of any debts, judgments, alimony or separatemaintenance owed by a Participant or any other person, be transferable byoperation of law in the event of a Participant’s or any other person’sbankruptcy or insolvency or be transferable to a spouse as a result of aproperty settlement or otherwise.

 

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10.5         **Not aContract of Employment**.  Theterms and conditions of the Plan shall not be deemed to constitute a contractof employment between the Company (or any subsidiary) and any Participant. Suchemployment is hereby acknowledged to be an “at will” employment relationshipthat can, subject to applicable law, be terminated at any time for any reason,or no reason, with or without cause, and with or without notice, unlessexpressly provided in a written employment agreement. Nothing in the Plan shallbe deemed to give a Participant the right to be retained in the service of theCompany (or any subsidiary), in any capacity or to interfere with the right ofthe Company (or any subsidiary) to discipline or discharge the Participant atany time.

 

10.6         **FurnishingInformation**.  AParticipant or his or her Beneficiary will cooperate with the Committee byfurnishing any and all information requested by the Committee and take suchother actions as may be requested in order to facilitate the administration ofthe Plan and the payments of benefits hereunder, including but not limited to,the Participant taking such physical examinations as the Committee may deemnecessary.

 

10.7         **Terms**.  Whenever any words are used herein in themasculine, they shall be construed as though they were in the feminine in allcases where they would so apply; and whenever any words are used herein in thesingular or in the plural, they shall be construed as though they were used inthe plural or the singular, as the case may be, in all cases where they wouldso apply.

 

10.8         **Captions**.  The captions of the articles, sections andparagraphs of the Plan are for convenience only and shall not control or affectthe meaning or construction of any of its provisions.

 

10.9         **GoverningLaw**.  Subject to ERISA,the provisions of the Plan shall be construed and interpreted according to theinternal laws of the State of California without regard to its conflicts oflaws principles.

 

10.10       **Notice**.  Any notice or filing required or permitted tobe given to the Committee under the Plan shall be sufficient if in writing andhand-delivered, or sent by registered or certified mail, to the address below:

 

Countrywide Financial Corporation

4500 Park Granada

Calabasas, CA  91302

Attn: Chief Administrative Officer

 

Such noticeshall be deemed given as of the date of delivery or, if delivery is made bymail, as of the date shown on the postmark on the receipt for registration orcertification.

 

Any notice orfiling required or permitted to be given to a Participant under the Plan shallbe sufficient if in writing and hand-delivered, or sent by mail, to the lastknown address of the Participant, as reflected in the Company’s records.

 

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10.11       **Withholding**.  The Company shall withhold from any paymentsto be made to a Participant (or Beneficiary) under this Plan all federal, stateand local income, employment and other taxes required to be withheld inconnection with such payments, in amounts and in a manner to be determined inthe Company’s sole discretion.

 

10.12       **Successors**.  The provisions of the Plan shall bind andinure to the benefit of the Company and its successors and assigns and theParticipant and the Participant’s designated Beneficiaries.

 

10.13       **Spouse’sInterest**.  The interest,if any, in the benefits hereunder of a spouse of a Participant who haspredeceased the Participant shall automatically pass to the Participant andshall not be transferable by such spouse in any manner, including but notlimited to such spouse’s will, nor shall such interest pass under the laws ofintestate succession.

 

10.14       **Validity**.  In case any provision of the Plan shall beillegal or invalid for any reason, said illegality or invalidity shall notaffect the remaining parts hereof, but this Plan shall be construed andenforced as if such illegal or invalid provision had never been insertedherein.

 

10.15       **Incompetent.**  If the Committee determines, in its solediscretion, that a benefit under the Plan is to be paid to a minor, a persondeclared incompetent or to a person incapable of handling the disposition ofthat person’s property, the Committee may direct payment of such benefit to theguardian, legal representative or person having the care and custody of suchminor, incompetent or incapable person. The Committee may require proof ofminority, incompetence, incapacity or guardianship, as it may deem appropriateprior to distribution of the benefit. Any payment of a benefit shall be apayment for the account of the Participant and the Participant’s Beneficiary,as the case may be, and shall be a complete discharge of any liability underthe Plan for such payment amount.

 

10.16       **Insurance.**  The Company, on its own behalf or on behalfof the trustee of the Trust, and, in its sole discretion, may apply for andprocure insurance on the life of any Participant, in such amounts and in suchforms as the Trust may choose. The Company or the trustee of the Trust, as thecase may be, shall be the sole owner and beneficiary of any such insurance. TheParticipant shall have no interest whatsoever in any such policy or policies,and at the request of the Employers shall submit to medical examinations andsupply such information and execute such documents as may be required by theinsurance company or companies to whom the Company has applied for insurance.

 

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IN WITNESS WHEREOF,the Company has signed this Plan document as of April 13, 2006.

 
|   | Countrywide  Financial Corporation |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | /s/ Marshall  Gates                |   |
|   | Marshall  Gates,                   |
|   | Senior  Managing Director,         |
|   | Chief  Administrative Officer      |

 

 

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